Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto 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, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger Transactions, including the Offer and the other transactions contemplated by this Agreement Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, and 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 Transactions, including the other transactions contemplated by this Agreement (collectivelyOffer and the Merger, the "Required Approvals") and (ii) using its reasonable best efforts taking all steps as may be necessary, subject to the limitations in this Section 7.2, to obtain all such Necessary Consents waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and the Required Approvalsapprovals. In furtherance and not in limitation of the foregoing, each of Valero and UDS Party agrees to (ix) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) Transactions as promptly as practicable, appropriate filings with and in any event within three (3) business days after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsexecution of this Agreement (unless a later date is mutually agreed between the Parties), and (C) as promptly as practicable, to take all other actions necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable (y) make an appropriate filing with Bundeskartellamt in the Federal Republic of Germany with respect to the Transactions as may be required and as promptly as practicable, and in any event within three (3) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties) and (iiz) not make all other necessary filings as promptly as practicable after the date hereof and to extend take all other actions necessary to cause the expiration or termination of the applicable waiting periods under applicable Antitrust Laws as soon as practicable. Parent shall be responsible for paying all administrative filing fees due in connection with any waiting period filing, notification, or submission under the HSR Act or enter into any agreement with the FTC or the DOJ not and all other Antitrust Laws relating to consummate the transactions contemplated by hereby. Notwithstanding anything to the contrary in this Agreement, except with none of Parent, Purchaser or any of their respective Subsidiaries shall be required to, and the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the other parties hereto Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing, (which shall not be unreasonably withheld B) conduct, restrict, operate, invest or delayed)otherwise change the assets, the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing; provided that if requested by Parent, the Company or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company or its Subsidiaries in the event the Closing occurs.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party hereto will of the 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 the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations necessary to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 accomplish the following: (i) the taking of all such Necessary Consents acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the Required Approvalsmaking of all necessary registrations and filings (including filings with Governmental Entities) 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, (iii) the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible and (iv) the obtaining of all necessary consents, approvals or waivers from third parties, including any such consents, approvals or waivers required in connection with any Divestiture. In furtherance connection with and not in limitation of without limiting the foregoing, each the Company and Parent shall (A) duly file with the U.S. Federal Trade Commission and the Antitrust Division of Valero the Department of Justice the notification and UDS agrees report form (the "HSR Filing") required under the HSR Act and (B) duly make all notifications and other filings required (i) to make under the EC Merger Regulation (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to together with the HSR Act Filings, the "Antitrust Filings") or (ii) under any other applicable competition, merger control, antitrust or similar Law that the Company and Parent deem advisable or appropriate, in each case with respect to the transactions contemplated hereby, (B) by this Agreement and as promptly as practicable, appropriate filings . The Antitrust Filings shall be in substantial compliance with the European Commissionrequirements of the HSR Act, the EC Merger Regulation or other Laws, as applicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its Antitrust Filings and, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, andrequested, to supply as promptly as practicable any amend or furnish additional information or documentation that may be requested pursuant to such laws or by such authorities and to thereunder. Each party shall use its reasonable best efforts to cause the expiration furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) proprietary information not directly related to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of and to keep the other parties hereto (which shall not be unreasonably withheld party reasonably informed with respect to the status of each clearance, approval or delayed).waiver sought from a Governmental Entity in

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 Mergers or any of the other transactions contemplated by this Agreement and the Stockholders Agreements (collectively, the "Required Approvals") and (ii) using its taking all reasonable best efforts steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS party hereto agrees to make, as promptly as practicable, to the extent it has not already done so, (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall be made in any event within 10 Business Days of the date hereof), (ii) appropriate filings with the FCC, Franchising Authorities and PUCs with respect to the transactions contemplated hereby, (Biii) as promptly as practicable, appropriate filings with the European Commission, if required, Commission in accordance with applicable competition, merger control, antitrust, investment or similar lawslaws and any necessary filings under the Canadian Investment Regulations within the time periods specified thereunder, and (Civ) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the MergerMergers, and, in each case, to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and practicable. Notwithstanding the foregoing, nothing in this Section 6.4 shall require, or be deemed to require, (i) America Online or Time Warner to agree to or effect any divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Holdco after the Mergers or (ii) America Online or Time Warner to agree to or effect any divestiture, hold separate any business or take any other action that is not conditional on the consummation of the Mergers. Neither party shall take or agree to extend take any waiting period under action identified in clause (i) or (ii) of the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with immediately preceding sentence without the prior written consent of the other parties hereto party (which shall not be unreasonably withheld or delayed).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto 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, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereofof this Agreement, including (ix) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date of this Agreement, all documentation to effect all necessary applications, notices, petitions, filings, filings and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orderswaiting period expirations or terminations, registrations, approvals, permits, rulings, Permits and authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") Transactions and (iiy) using its reasonable best efforts taking all steps as may be reasonably necessary to obtain all such Necessary Consents waiting period expirations or terminations, registrations, Permits and the Required Approvalsauthorizations. In furtherance and not in limitation of the foregoing, each of Valero and UDS Party agrees (i) to make all necessary applications, notices, petitions and filings required with respect to this Agreement or the Transactions (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to in connection with the pre-merger notification under the HSR Act with respect to the transactions contemplated hereby, as promptly as practicable but in no case later than ten (10) business days after execution of this Agreement and (B) with the Specified Antitrust Authorities (other than in the United States) as promptly as practicable after the execution of this Agreement (in each case, unless another date is mutually agreed between the Parties), or where the ability to control timing of the application, notice, petition or filing is not within the control of the submitting Party, commence pre-submission consultation procedures for, any applications notices, petitions or filings with the Specified Antitrust Authorities (and thereafter make any other required submissions and respond as promptly as practicable to any requests for additional information or documentary material), (ii) to prepare and pre-file with CFIUS a draft joint voluntary notice and other appropriate documents within the meaning of 31 C.F.R. § 800.401(f) as promptly as practicable after the date of this Agreement, and then as promptly as practicable after notification by CFIUS that the draft joint voluntary notice satisfies all requirements of 31 C.F.R. § 800.402, jointly file with CFIUS a formal joint voluntary notice within the meaning of 31 C.F.R. § 800.402, and as promptly as practicable (and in any event in accordance with applicable regulatory requirements) any other submissions that are formally requested by CFIUS to be made, or which the Parties mutually agree should be made, in each case in connection with this Agreement and the Transactions, (iii) to prepare and submit as promptly as practicable, appropriate filings with the European Commission, if required, and in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicableany event in a timely manner, all other necessary filings notifications required under the ITAR and EAR in connection with other Governmental Entities relating to the Merger, andincluding all notifications required under section 122.4 of the ITAR, and make all necessary updates and transfers of all ITAR and EAR licenses held by the Company and its Subsidiaries in connection with the Transactions (the “ITAR/EAR Approval”) and (iv) to promptly determine whether any other filings are required to be made with, and whether any other consents, approvals, permits or authorizations are required to be obtained from, any Governmental Authority under any other applicable Law in connection with the Transactions, and if so, to supply as promptly as practicable prepare and file any additional information or documentation that may be requested pursuant to such laws or by such authorities filings and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under seek any such other laws consents, approvals, permits or from such authorities as soon as practicable and authorizations (iithe filings described in the foregoing clauses (i) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreementthrough (iv) collectively, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed“Regulatory Filings”).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will of the Company, Parent and Merger Sub shall use its reasonable best efforts to 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 and regulations to consummate the Merger and the other transactions contemplated by this Agreement to be consummated as soon promptly as reasonably practicable after on the date terms and subject to the conditions hereof. Without limiting the foregoing, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 each of the other transactions contemplated by this Agreement (collectivelyCompany, the "Required Approvals") Parent and (ii) using Merger Sub shall use its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees efforts: (iA) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to promptly any required submissions under the HSR Act with respect to this Agreement, the Merger and the other transactions contemplated hereby, ; (B) as to furnish information required in connection with such submissions 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 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 the HSR Act, the Federal Trade Commission Act (the “FTC Act”), the Xxxxxxx Antitrust Act (the “Xxxxxxx Act”) or the Xxxxxxx Antitrust Act (the “Xxxxxxx Act”) (HSR Act, FTC Act, Xxxxxxx Act and Xxxxxxx Act, collectively “Antitrust Law”) and (4) the nature and status of any objections raised or proposed or threatened to be raised under the HSR Act, FTC Act, Xxxxxxx Act or Xxxxxxx Act with respect to this Agreement, the Merger or the other transactions contemplated hereby; and (D) to obtain all necessary actions or non-actions, waivers, consents, clearances and approvals from any Governmental Entity and (ii) Parent, Merger Sub and the Company shall: (A) cooperate with one another in promptly as practicabledetermining whether any filings are required to be made or consents, appropriate filings approvals, permits or authorizations are required to be obtained under any other supranational, national, federal, state, foreign or local Law or regulation or whether any consents, approvals or waivers are required to be obtained from other parties to loan agreements or other Contracts related to the Company’s business in connection with this Agreement, the European CommissionMerger or the consummation of the other transactions contemplated hereby; (B) cooperate with one another in promptly making any such filings, if requiredfurnishing information required in connection therewith and seeking to obtain timely any such consents, in accordance with applicable competitionpermits, merger controlauthorizations, antitrust, investment approvals or similar laws, waivers; and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement transaction prior to the Share Acceptance Time that would reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval or waiver under the Antitrust Laws with the FTC or the DOJ not respect to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party hereto will of Parent, Merger Sub and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby (including the Merger), including using its reasonable best efforts to (i) cause the conditions to the Merger and the other transactions contemplated set forth in Article VI that are within their respective control to be satisfied or fulfilled, including by this Agreement filing as soon promptly as practicable after the date hereofhereof with the SEC all annual, including quarterly and current reports required to be filed by it under the Exchange Act for any and all periods ending prior to the Effective Time; (iii) preparing and filing as promptly as practicable all documentation to effect obtain all necessary applicationsor appropriate consents, waivers and approvals, and to provide all necessary notices, petitionsunder any Contracts to which it or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Merger); (iii) make all necessary registrations, filingsdeclarations and filings with Governmental Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Merger), and other documents and to obtain as promptly as practicable all Necessary Consents and all other consentsnecessary actions or non-actions, waivers, licensesclearances, orders, registrationsconsents, approvals, permitsorders and authorizations from Governmental Authorities (including under all Antitrust Law) in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Merger); (iv) execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, rulingsand to fully carry out the purposes of, authorizations this Agreement. With respect to clause (ii) above, (x) all fees, costs and clearances necessary or advisable expenses to obtain, and satisfy the conditions of the consents to be obtained from by the Company hereunder (including, without limitation, the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (y) if the lessor, master lessor, sublessor, or licensor under any third party and/or any Governmental Entity Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in order response to consummate a notice or consent request regarding the Merger or any of the other transactions contemplated by this Agreement (collectivelyincluding the Merger), the "Required Approvals") and payment of a consent fee, “profit sharing” payment or other consideration (ii) using its reasonable best efforts to obtain including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such Necessary Consents payments and providing all such additional security and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) terms thereof shall be subject to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto Parent’s approval (which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned).

Reasonable Best Efforts. (a) Subject to the terms and conditions of of, and other than as expressly contemplated by, this Agreement, each party hereto will of the P66 Parties, on the one hand, and the 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 do, or cause to be done, all things things, necessary, proper or advisable under 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 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 applicable laws and regulations to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsfilings, notifications, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents documents; (ii) obtain promptly (and to obtain as promptly as practicable in any event no later than the Outside Date) all Necessary Consents and all other approvals, consents, waivers, licensesclearances, ordersexpirations or terminations of waiting periods, registrations, approvals, permits, rulingsPermits, authorizations and clearances necessary other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained from any third party and/or any Governmental Entity in order 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with ; and (iii) defend any Proceedings challenging this Agreement or the prior written consent consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties hereto (which shall not be unreasonably withheld or delayed)to consummate the transactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions of this Agreementset forth herein, each party hereto will of the 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 the other parties in doing, all things things, that are reasonably necessary, proper or advisable under to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including the following: (i) the taking of acts necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) the obtaining of necessary waivers, consents, approvals, orders and authorizations from Governmental Entities, the making of necessary registrations, declarations, submissions and filings (including registrations, declarations, and filings with Governmental Entities, if any) and the taking of steps necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (iii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and applicable laws seeking to have vacated or otherwise lifted or removed any order, decree or ruling that has been issued or granted and regulations has the effect of restraining, enjoining or otherwise prohibiting the Merger; (iv) the entry into supplemental indentures if and as required pursuant to any Contract to which the Company or any of its Subsidiaries is a party or to which the Company or any of its subsidiaries are bound, with effect as of or after the Effective Time; and (v) the execution or 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, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing may be consummated as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 on the Merger or any of the other transactions terms contemplated by this Agreement (collectivelyand otherwise to minimize the effect of such Legal Requirement on the Merger, the "Required Approvals") this Agreement and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will of the Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions, the Offer and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement to be consummated as soon promptly as reasonably practicable after on the date terms and subject to the conditions hereof. Without limiting the foregoing, including (i) preparing each of the Company, Parent and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filingsMerger Sub shall file within five (5) Business Days any required submissions under the HSR Act, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 use its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to furnish information required in connection with such submissions under the HSR Act with respect (including responding to any “second request” for additional information or documentary material under the transactions contemplated herebyHSR Act as promptly as reasonably practicable), (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or obtain early termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period 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 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 the HSR Act, the Federal Trade Commission Act, as amended (the “FTC Act”), the Xxxxxxx Act of 1914, as amended (the “Xxxxxxx Act”), or the Xxxxxxx Antitrust Act of 1890, as amended (the “Xxxxxxx Act”) and (4) the nature and status of any objections raised or proposed or threatened to be raised under the HSR Act, the FTC Act, the Xxxxxxx Act or enter into any agreement the Xxxxxxx Act with the FTC or the DOJ not respect to consummate the transactions contemplated by this Agreement, except with the prior written consent of Offer, the Merger or the other transactions contemplated hereby and (D) to obtain all necessary actions or non-actions, waivers, consents, clearances and approvals from any Governmental Entity and (ii) the Company, Parent and Merger Sub shall cooperate with one another: (A) in promptly determining whether any filings are required to be or should be made or any consents, approvals or waivers are required to be or should be obtained from other parties hereto to loan agreements or other Contracts or instruments that the Company is a party to or related to the Company’s business in connection with this Agreement, the Offer, the Merger or the other transactions contemplated hereby and (which shall not be unreasonably withheld B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, approvals or delayed)waivers.

Reasonable Best Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each party of the parties hereto will shall cooperate with each other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, take or cause to be taken, taken all actions, and do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, petitions, filings, reports and other documents filings and to obtain as promptly as reasonably practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permitspermits and authorizations necessary, 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 Mergers or any of the other transactions contemplated by this Agreement (collectivelyAgreement, the "Required Approvals"including without limitation, those listed on Schedule 4.3(b) and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals5.3(b). In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior each party hereto agrees to May 31, 2001, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) Subject Transactions as promptly as practicable, appropriate filings with practicable and in any event within five (5) Business Days of the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, date hereof and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to such laws or by such authorities the HSR Act and to use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.9 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities (including any extensions thereof) as soon as practicable and (iiB) not each of the parties hereto shall each use its reasonable best efforts to extend (x) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to the Mergers or any waiting period under of the HSR Act transactions contemplated by this Agreement and (y) if any state takeover statute or enter into similar Law becomes applicable to the Mergers or any agreement with the FTC or the DOJ not to consummate of the transactions contemplated by this Agreement, except with take all action necessary to ensure that the prior written consent Mergers are consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Mergers and any of the transactions contemplated by this Agreement. The Earthbound Group and Buyer will each request early termination of the waiting period with respect to the Mergers under the HSR Act. All fees and expenses associated with notices, reports and filings contemplated by this Section 7.9(a) shall be borne equally by Buyer, on the one hand, and the Earthbound Group, on the other parties hereto (which shall not be unreasonably withheld or delayed)hand.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 taking all reasonable best efforts steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero Xxxxxxxx and UDS Xxxxx agrees (i) to make make, as promptly as practicable, (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed). Notwithstanding anything to the contrary in this Agreement, neither Xxxxxxxx nor Tosco nor any of their respective Subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any imitation that could reasonably be expected to have a Material Adverse Effect on Xxxxxxxx or Xxxxx or to substantially impair the benefits to Xxxxxxxx expected, as of the date hereof, to be realized from consummation of the Merger, and neither Xxxxxxxx or Xxxxx shall be required to agree to or effect any divestiture, hold separate any business or take any other action that is not conditional on the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto 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, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, and 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") Transactions and (ii) using its reasonable best efforts taking all steps as may be necessary to obtain all such Necessary Consents waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and the Required Approvalsapprovals. In furtherance and not in limitation of the foregoing, each of Valero and UDS Party agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) Transactions as promptly as practicable, appropriate filings with and in any event within ten (10) business days after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsexecution of this Agreement (unless a later date is mutually agreed between the Parties), and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable and advisable any additional information or documentation and documentary material that may be requested pursuant to such laws or by such authorities the HSR Act and to use reasonable best efforts take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)practicable.

Reasonable Best Efforts. (a) Subject to Each of the terms Company, Parent and conditions of this AgreementMerger Sub shall use its reasonable best efforts to, each party hereto will and shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, and cooperate with the other Parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law or otherwise to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date hereofof this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (iv) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsthe Offer Documents, noticesthe Schedule 14D-9 and any Other Filings, petitions(y) determining whether any action by or in respect of, filingsor filing with, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 is required, in order to consummate connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (collectivelyz) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation Merger or any of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto 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, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger and make effective the other Transactions, including the transactions contemplated by this Agreement set forth in Schedule 6.2(a) hereto (the “Restructuring Transactions”), as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, and 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 Transactions (collectively, including those set forth in Section 6.2(a)(i) of the "Required Approvals"Company Disclosure Letter or Section 6.2(a)(i) of the Parent Disclosure Letter) and (ii) using its reasonable best efforts taking all steps as may be necessary to obtain all such Necessary Consents waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and the Required Approvalsapprovals. In furtherance and not in limitation of the foregoing, each of Valero and UDS Party agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) Transactions as promptly as practicable, appropriate filings with and in any event within ten (10) business days after the European Commissionexecution of this Agreement (unless a later date is mutually agreed between the Parties). Each Party agrees to supply, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable and advisable, any additional information or documentation and documentary material that may be requested pursuant to such laws or by such authorities the HSR Act and to use reasonable best efforts take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)practicable.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 6.4, each party hereto will Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated hereby, including using reasonable best efforts to accomplish the following: (a) preparing and filing as soon as practicable (but in no event later than 15 Business Days after the date of this Agreement in respect of any such filings required in connection with the HSR Act) all forms, registrations and notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable laws and regulations Law to be filed in order to consummate the Merger and the other transactions contemplated by this Agreement hereby and the taking of such actions as soon as practicable after the date hereofare reasonably necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Entity relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) preparing filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 with the Merger or any Antitrust Division of the other transactions contemplated by this Agreement United States Department of Justice (collectively, the "Required Approvals"“Antitrust Division”) and (ii) using its reasonable best efforts to obtain all such Necessary Consents preparing and the Required Approvals. In furtherance and not in limitation of the foregoingfiling, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly soon as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment any form or similar laws, and (C) as promptly as practicable, all other necessary filings with report required by any other Governmental Entities Entity relating to the Mergerany Regulatory Approval, and(b) subject to Section 6.5.6, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts taking all actions necessary to cause all conditions set forth in Article 7 (including the expiration or prompt termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act (including any extension of the initial 30-day waiting period thereunder)) to be satisfied as soon as practicable, (c) defending any lawsuits or enter into any agreement with the FTC other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the DOJ not consummation of the Merger and the other transactions contemplated hereby and (d) executing and delivering any additional instruments necessary to consummate the transactions contemplated by Merger and to fully carry out the purposes of this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will of the Company, Parent and Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper actions that are necessary or advisable under this Agreement and applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement Agreement, including filing within ten (10) Business Days any required submissions under the HSR Act and using reasonable best efforts to accomplish the following: (i) filing any required submissions as soon as is reasonably practicable after under any Foreign Antitrust Law which Parent determines should be made, in each case, with respect to this Agreement, the date hereofOffer, the Merger and the other transactions contemplated hereby, (ii) furnishing information required in connection with such submissions under the HSR Act or any Foreign Antitrust Law (including (i) preparing and filing responding to any “second request” for additional information or documentary material under the HSR Act as promptly as practicable all documentation reasonably practicable), (iii) keeping the other parties reasonably informed with respect to effect the status of any such submissions under the HSR Act or any Foreign Antitrust Law, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, administrative or judicial action or proceeding or Legal Proceeding under the HSR Act, the Federal Trade Commission Act, as amended (the “FTC Act”), the Xxxxxxx Act of 1914, as amended (the “Xxxxxxx Act”), the Xxxxxxx Antitrust Act of 1890, as amended (the “Xxxxxxx Act”) or any Foreign Antitrust Law and (D) the nature and status of any objections raised or proposed or threatened to be raised under the HSR Act, the FTC Act, the Xxxxxxx Act, the Xxxxxxx Act or any Foreign Antitrust Law with respect to this Agreement, the Offer, the Merger or the other transactions contemplated hereby and (iv) obtaining all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other consentsactions or non-actions, waivers, licensesconsents, ordersclearances and approvals from any Governmental Entity. The Company, registrationsParent and Purchaser shall use their reasonable best efforts to cooperate with each other: (1) in promptly determining whether any filings are required to be or should be made or consents, approvals, permitspermits or authorizations are required to be or should be obtained under any other supranational, rulingsnational, authorizations and clearances necessary federal, state, foreign or advisable local Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from any third party and/or any Governmental Entity other parties to loan agreements or other Contracts material to the Company’s business in order to consummate connection with this Agreement, the Offer, the Merger or any the consummation of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") hereby and (ii2) using its reasonable best efforts in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Parent shall be responsible for all such Necessary Consents and the Required Approvals. In furtherance and not filing fees in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings connection with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating determined to be required by the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period parties under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)Foreign Antitrust Law.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, OPCH and Amedisys will cooperate with each party hereto other and use (and will use its cause their respective subsidiaries to use) their respective reasonable best efforts to 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 and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement and cause the conditions to the Merger set forth in Article VII to be satisfied as promptly as reasonably practicable, including by using their respective reasonable best efforts to accomplish the following (in connection with the consummation of the transactions contemplated by this Agreement, except including the Merger) as promptly as reasonably practicable: (i) obtaining all actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods and other confirmations from any Governmental Entity or other person that are necessary, proper or advisable, (ii) preparing and making all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings with Governmental Entities) that are necessary, proper or advisable, (iii) taking all steps as may be necessary, proper or advisable to obtain an approval from, or to avoid an Action by, any Governmental Entity or other person, (iv) defending any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or delay the consummation of the transactions contemplated by this Agreement, including the Merger, including seeking to have any stay, temporary restraining order or injunction entered by any court of other Governmental Entity vacated or reversed and (v) executing and delivering any additional instruments that are reasonably necessary, proper or advisable to carry out fully the purposes of this Agreement. Each of OPCH and Amedisys shall, in consultation and cooperation with the other and as promptly as reasonably practicable (but in no event later than as required by Applicable Law, or later than ten business days from the date of this Agreement with respect to its filing under the HSR Act) make its filing under the HSR Act and any filings set forth on Section 7.1(c) of the OPCH Disclosure Letter. Neither OPCH nor Amedisys will withdraw any such filings or applications without the prior written consent of the other parties hereto party. Notwithstanding anything to the contrary contained in this Agreement, neither OPCH nor Amedisys, nor any of their respective subsidiaries, shall be required to (and Amedisys shall not, without OPCH’s prior written consent (which shall not be unreasonably withheld withheld, conditioned or delayed)), pay any material consent or other similar fee, payment or consideration, make any other material concession or provide any additional material security (including a guaranty) to any non-Governmental Entity third party in connection with seeking or obtaining its consent to the transactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Subject to the terms and conditions of of, and other than as expressly contemplated by, this Agreement, each party hereto will of the Parent Parties, on the one hand, and the 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 do, or cause to be done, all things things, necessary, proper or advisable under 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 the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Partnership Interests 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 applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsfilings, notifications, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents documents; (ii) obtain promptly (and to obtain as promptly as practicable in any event no later than the Outside Date) all Necessary Consents and all other approvals, consents, waivers, licensesclearances, ordersexpirations or terminations of waiting periods, registrations, approvals, permits, rulingsPermits, authorizations and clearances necessary other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained from any third party and/or any Governmental Entity in order 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with ; and (iii) defend any Proceedings challenging this Agreement or the prior written consent consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, (A) no party hereto nor its Affiliates shall be obligated pursuant to 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 (which i) making any divestiture or disposition of any portion of any business or assets or (ii) accepting or entering any consent decree or hold separate order and (B) this Section 6.3 shall not be unreasonably withheld limit the ability of Parent to enter into or delayed)effect any acquisition (whether by purchase or merger or otherwise) or disposition approved by the Parent Board so long as such acquisition or disposition is not reasonably expected to prohibit, prevent or in any material respect hinder, impede or delay the ability of the parties to satisfy any of the conditions to or the consummation of the Merger or the other transactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto 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, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger and Transactions, including the other transactions contemplated by this Agreement Merger, as soon promptly as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, and 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 Transactions, including the other transactions contemplated by this Agreement (collectivelyMerger, as promptly as practicable after the "Required Approvals") date hereof, and (ii) using its reasonable best efforts taking all steps as may be necessary, subject to the limitations in this Section 7.2, to obtain all such Necessary Consents waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the Required Approvalsdate hereof. In furtherance and not in limitation of the foregoing, each of Valero and UDS Party agrees to (ix) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) Transactions as promptly as practicable, appropriate filings with and in any event within ten (10) business days after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsexecution of this Agreement (unless a later date is mutually agreed between the Parties), and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable and advisable any additional information or documentation and documentary materials that may be requested pursuant to such laws or by such authorities the HSR Act and to use reasonable best efforts take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable, (y) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable after the date hereof, and to supply as promptly as practicable and (ii) not advisable any additional information and documentary materials that may be requested by the European Commission pursuant to extend any waiting period under Antitrust Laws and, subject to the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by terms and conditions of this Agreement, except with to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws and (z) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, none of Parent, Merger Sub or any of their respective Subsidiaries shall be required to, and the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the other parties hereto Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing, (which shall not be unreasonably withheld B) conduct, restrict, operate, invest or delayed)otherwise change the assets, the business or portion of the business of the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing; provided that if requested by Parent, the Company or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company or its Subsidiaries in the event the Closing occurs.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party hereto will of the 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 the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations necessary to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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, (iii) the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as practicable after reasonably possible and (iv) the date hereofobtaining of all necessary consents, approvals or waivers from third parties, including any such consents, approvals or waivers required in connection with any Divestiture. In connection with and without limiting the foregoing, the Company and Parent shall (A) duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act and (B) duly make all notifications and other filings required (i) preparing under the EC Merger Regulation (together with the HSR Filings, the “Antitrust Filings”) or (ii) under any other applicable competition, merger control, antitrust or similar Law that the Company and filing Parent deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable practicable. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act, the EC Merger Regulation or other Laws, as applicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its Antitrust Filings and, if requested, to promptly amend or furnish additional information thereunder. Each party shall use its reasonable best efforts to furnish to each other all documentation information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to effect all necessary applications, notices, petitions, filingsthe transactions contemplated by this Agreement, and to keep the other documents party reasonably informed with respect to the status of each clearance, approval or waiver sought from a Governmental Entity in connection with the transactions contemplated by this Agreement and to obtain as the material communications between such party and such Governmental Entity. Each party shall without limitation: (1) promptly as practicable all Necessary Consents notify the other of, and all if in writing, furnish the other consentswith copies of (or, waiversin the case of oral communications, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary advise the other of) any communications from or advisable to be obtained from any third party and/or with any Governmental Entity with respect to the transactions contemplated by this Agreement, (2) permit the other to review and discuss in order advance, and consider in good faith the views of the other in connection with, any proposed written or any oral communication with any such Governmental Entity, (3) not participate in any meeting or have any communication with any such Governmental Entity unless it has given the other an opportunity to consummate consult with it in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate therein, (4) furnish the other with copies of all filings and communications between it and any such Governmental Entity with respect to the transactions contemplated by this Agreement, and (5) 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. Such materials and the information contained therein shall be given only to the outside legal counsel of the other and will not be disclosed by such outside counsel to employees, officers, or directors of their client unless express permission is obtained in advance from the disclosing party or its legal counsel. Neither party shall, nor shall it permit any of its Subsidiaries to, acquire or agree to acquire any business, person or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, could reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval or waiver from an Antitrust Authority with respect to the transactions contemplated by this Agreement. The Company and its Board of Directors shall (1) 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 transactions contemplated by this Agreement and (collectively2) if any state takeover Law or similar Law becomes applicable to this Agreement, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation Merger or any of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with 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 such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, Parent and its Affiliates shall be required to agree to Divestitures to one or more purchasers approved by the Federal Trade Commission and the European Commission and in a manner approved by such entities of such assets, including technologies, that currently constitute: (a) the vascular intervention and endovascular businesses of the Company; (b) all assets of Parent that relate to cardiac ablation and beating heart surgery products, including, but not limited to, Parent’s equity and equity option interests in Endoscopic Technologies Inc., as well as the Company’s cardiac ablation and beating heart surgery assets collaterally impacted by the Divestitures referred to in section (a) above; and (c) all of Parent’s equity interests in Cameron Health, Inc. (it being agreed that Parent will not exercise its option to acquire any additional equity interests in Cameron Health, Inc. without obtaining the prior written consent of the Federal Trade Commission). For purposes of this Agreement, a “Divestiture” of any asset shall mean (i) any sale, transfer, license, separate holding, divestiture or other disposition, or any prohibition of, or any limitation on, the acquisition, ownership, operation, effective control or exercise of full rights of ownership, of such asset or (ii) the termination or amendment of any existing relationships and contractual rights. It is agreed and understood that, for purposes of this Agreement, a Divestiture of a business unit, product line or development program may include (x) the transfer of any and all assets primarily relating to that business unit or to the research, development, manufacture, marketing or sale of that product line or development program and (y) licensing or otherwise making available assets that are related, but not primarily, to that business unit, product line or development program; provided that Parent, the Company or their Affiliates will be entitled to a license back of, or otherwise have made available to them, transferred assets to the extent that such assets otherwise relate to other retained businesses, product lines or development programs of Parent, the Company or any of their respective Affiliates. It is understood and agreed by the parties hereto (which that, for purposes of this Agreement, the effect of any Divestiture required to be made pursuant to this Section 5.03 shall not not, directly, or indirectly, be unreasonably withheld or delayed)deemed to result in a breach of the representations and warranties set forth herein. In implementing Section 5.03 of this Agreement, Parent shall use reasonable best efforts to obtain any required consents, approvals and waivers from third parties in connection with any Divestitures.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws laws, rules and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, filings and other documents and to obtain as promptly as practicable all Necessary Consents Requisite Regulatory Approvals and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required ApprovalsAgreement. In furtherance and not in limitation of the foregoing, each of Valero and UDS party hereto agrees (i) to make (A) prior to May 31make, 2001as promptly as practicable, to the extent it has not already done so, an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, if applicable, with respect to the transactions contemplated herebyhereby (which filing, if applicable, shall be made in any event within 15 business days of the date hereof) and (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to such laws the HSR Act or by such authorities and to use commercially reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals all such consents, waivers, orders, approvals, permits, rulings, authorizations and clearances under such any other applicable antitrust laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)practicable.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofof this Agreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 taking all reasonable best efforts steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS Premcor agrees (i) to make (A) as promptly as practicable, but in any event prior to May 319, 20012005, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, and (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, practicable all other necessary filings with other Governmental Entities relating to the Merger, and, and to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto party (which shall not be unreasonably withheld or delayed). Notwithstanding anything to the contrary in this Agreement, neither Valero nor Premcor nor any of their respective Subsidiaries shall be required (1) to hold separate (including by trust or otherwise) or to divest, or agree to hold separate or divest, any of their respective businesses or assets (including, without limitation, any refinery or related assets) or any interest therein, or (2) to take or agree to take any other action or agree to any limitation, restriction or condition that could reasonably be expected to have a Material Adverse Effect on Valero or Premcor or substantially impair the benefits to Valero expected, as of the date of this Agreement, to be realized from consummation of the Merger, and neither Valero nor Premcor shall be required to agree to take any action that is not conditional on the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto 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, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to use its reasonable best efforts to obtain as promptly as practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, and authorizations and clearances necessary or advisable to be obtained by such Party 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") Transactions and (ii) using its reasonable best efforts to take all steps as may be necessary to obtain all such Necessary Consents waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and the Required Approvalsapprovals as promptly as practicable. In furtherance and not in limitation of the foregoing, (A) each of Valero and UDS Party agrees (i) to make (Aor cause to be made) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) Transactions as promptly as practicablepracticable (and unless otherwise agreed by the Parties, appropriate filings with within fourteen (14) business days after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsdate of this Agreement), and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to such laws the HSR Act, including responding to any Request for Additional Information and Documentary Material under the HSR Act as promptly as reasonably practicable, or by such authorities any other Antitrust Information or Document Requests made of the Parties, and to use reasonable best efforts take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable; (B) each Party agrees to submit (or cause to be submitted) a briefing paper to the CMA as promptly as practicable (and unless otherwise agreed by the Parties within fourteen (14) business days) after the date of this Agreement, and to supply as promptly as practicable any additional information and documentary material that the CMA may request, and to take all other actions to resolve or conclude any formal review under the EA 2002 and obtain clearance and approval to complete the Merger and the other Transactions from the CMA and (iiC) not unless otherwise agreed by the Parties in writing, Parent and the Company shall submit, or cause to extend be submitted, (1) as promptly as practicable (and unless otherwise agreed by the Parties, within fourteen (14) business days) after the date of this Agreement, a draft of the joint notice to CFIUS (“CFIUS Notice”) contemplated under 31 C.F.R. § 800.501(g) with respect to the Transactions, (2) as promptly as practicable after receiving feedback from CFIUS regarding the draft CFIUS Notice referenced in clause (1), a formal CFIUS Notice as contemplated by 31 C.F.R. § 800.501(a), and (3) as soon as possible (and in any waiting period event in accordance with applicable regulatory requirements) any other submissions that are formally requested by CFIUS to be made, or which Parent determines should be made, in each case in connection with this Agreement and the Transactions. Parent shall bear the cost of any filing fees payable to Governmental Entities in connection with the filing of the Notification and Report Forms filed under the HSR Act or enter into any agreement with filings under EA 2002, and, the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)CFIUS Notice.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party of the parties hereto will 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 the other parties in doing, all things reasonably necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the Offer Conditions and conditions in Article VII to be satisfied as soon promptly as practicable reasonably practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary 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, 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, including duly file with the United States Federal Trade Commission (ithe “FTC”) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 Antitrust Division of the other transactions contemplated by this Agreement Department of Justice (collectively, the "Required Approvals"“Antitrust Division”) the notification and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to report form required under the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except 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 the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)respect to competition matters.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, the Company and Parent shall each party hereto will 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 the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain 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 performance of this Agreement and applicable laws the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and regulations thereafter make any other required submissions, with respect to consummate 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 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 as soon as practicable after or in connection with any proceeding by a private party relating thereto, and giving the date hereofother 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 (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsdefending any lawsuits or other legal proceedings, noticeswhether judicial or administrative, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 challenging this Agreement (collectively, or the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation consummation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, ; and (Cviii) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable execute and deliver any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not instruments necessary to consummate the transactions contemplated by this Agreement, except with . No parties to this Agreement shall consent to any voluntary delay of the prior written Closing at the behest of any Governmental Entity without the consent of the other parties hereto (to this Agreement, which consent shall not be unreasonably withheld withheld. Without limiting this Section 6.9, Parent agrees to take, or delayedto cause to be taken, any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event, no later than the 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 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 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 entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. Notwithstanding the foregoing, 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 shareholders under, or otherwise violate, applicable Law.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto 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, all things necessary, proper or advisable under this Agreement and applicable laws laws, rules and regulations to consummate the Merger Arrangement and the other transactions contemplated by this Agreement as soon as practicable after the date hereofhereof and in no event after the Outside Date, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, filings and other documents and to obtain as promptly as practicable all Necessary Consents authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods required from, any Governmental Entity, including pursuant to the HSR Act, the CCA, and all other 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 Arrangement or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required ApprovalsAgreement. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make each Party agrees (A) prior to May 31make, 2001as promptly as practicable, and in any event no later than 15 Business Days from the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, (B) to make, as promptly as reasonably practicable such other notifications and filings as are required under the CCA and any Merger Control Laws with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with hereby that the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsParties agree are required to be made, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to such laws the HSR Act, the CCA or Merger Control Law by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any Merger Control Law and to secure any clearances and authorizations under Merger Control Laws on or before the receipt of Required Approvals under such other laws or from such authorities as soon as practicable Outside Date; and (ii) not the Company agrees that it shall and, where appropriate, shall cause each of its Subsidiaries to extend any waiting period under (X) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the HSR Act Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Laws may impose on the Company or enter into any agreement its Subsidiaries with the FTC or the DOJ not respect to consummate the transactions contemplated by this Agreement, except Agreement and (Y) reasonably cooperate with Parent and its advisors in implementing the prior written consent Arrangement and determining the optimal structure of Parent and the Company following the closing of the other parties hereto (which Arrangement, provided that the Company shall not be unreasonably withheld obligated to consent or delayed)agree to any change to the structure of the Arrangement that would reduce, impair, or otherwise negatively impact the benefits of the Arrangement, or would otherwise be prejudicial, to the Company Securityholders or that would materially delay the Effective Date.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws or pursuant to any contract or agreement to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, filings and other documents and to obtain as promptly as practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, permits and 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 Transactions, (ii) taking all steps as may be necessary, subject to the limitations in this Section 7.8, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals and (iii) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the Transactions contemplated by this Agreement (collectivelyand to fully carry out the purposes of this Agreement; provided, that, notwithstanding anything to the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not contrary in limitation of the foregoingthis Agreement, each of Valero and UDS agrees (i) to make no party will have any obligation (A) prior to May 31propose, 2001negotiate, an appropriate filing commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or other disposition of a Notification and Report Form pursuant to any material portion of the HSR Act with respect to the transactions contemplated herebyassets or businesses of such party, any of its Subsidiaries or their Affiliates or (B) as promptly as practicableotherwise to take or commit to take any actions that would limit in any material respect the freedom of such party, appropriate filings its subsidiaries or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets; provided, further, that the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, Company and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable its Subsidiaries shall not take any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under actions referred to in the HSR Act and the receipt of Required Approvals under proceeding proviso (or agree to take such other laws or from such authorities as soon as practicable and (iiactions) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the without Parent’s prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)consent.

Reasonable Best Efforts. (a) Subject Except as otherwise provided under Section 5.2 or Section 5.3, and subject to Section 6.3, upon the terms and subject to the conditions of set forth in this Agreement, each party hereto will of Parent, Merger Sub and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things actions that are necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 each of the other transactions contemplated by this Agreement (collectivelyAgreement, the "Required Approvals") and (ii) including using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing cause each of a Notification and Report Form pursuant the conditions to the HSR Act with respect Merger set forth in Article VII to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply be satisfied as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause after the expiration or termination date of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and this Agreement; (ii) not to extend any waiting period under obtain, as promptly as practicable after the HSR Act date of this Agreement, and maintain all necessary actions or enter into any agreement non-actions and Consents from Governmental Authorities and make all necessary registrations, declarations and filings with the FTC or the DOJ not Governmental Authorities, that are necessary to consummate the Merger; (iii) resist, contest, appeal and remove any Legal Proceeding and have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, restricts or restrains the consummation of the transactions contemplated by this AgreementAgreement (including any Legal Proceeding or Order in connection with the matters contemplated by Section 6.3), (iv) obtain all necessary or appropriate Consents under any Material Contracts to which the Company is a party in connection with this Agreement and the consummation of the transactions contemplated hereby and (v) reasonably cooperate with the other party or parties with respect to any of the foregoing. In addition to the foregoing, except with as otherwise provided under Section 5.2 or Section 5.3, and subject to Section 6.3, neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, materially delaying or materially impairing the ability of such party to consummate the Merger or the other transactions contemplated hereby. Notwithstanding anything to the contrary herein, (i) the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability that is not conditioned upon the consummation of the Merger, to obtain any Consent of any Person (including any Governmental Authority) under any Contract and (ii) Parent and its Affiliates shall not be required to, and, without the prior written consent of Parent, the other parties hereto (which Company shall not and shall cause its Subsidiaries not to, (A) take any action, or commit to take any action, or agree to any condition or restriction relating to the business, assets, liabilities, rights, obligations, relationships, results of operations, financial condition or operations of, or otherwise limit in any way or to any extent the full exercise of any rights of ownership of, (1) any of Parent, Merger Sub or any of their respective Affiliates or (2) omaveloxolone, (B) take any action, or commit to take any action, or agree to any condition or restriction that has or would reasonably be unreasonably withheld expected to have an impact on the business, assets, liabilities, rights, obligations, relationships, results of operations, financial condition or delayedoperations of, or otherwise limit in any way or to any extent the full exercise of any rights of ownership of the Company or any of its Subsidiaries, in each case, in a manner that would be material to the Company and its Subsidiaries, taken as a whole, or (C) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority to do any of the foregoing, in each case, in connection with this Agreement or the transactions contemplated hereby (each of the items described in this clause (ii), a “Burdensome Condition”).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will of the Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions, the Offer and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing to be consummated as promptly as practicable all documentation on the terms and subject to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 all such Necessary Consents and the Required Approvalsconditions hereof. In furtherance and not in limitation of Without limiting the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31each of the Company, 2001, an appropriate filing of a Notification Parent and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) Merger Sub shall file as promptly as practicable, appropriate filings with and in any event no later than within five (5) Business Days of the European CommissionAgreement Date, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsany required submissions under the HSR Act, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use its reasonable best efforts (A) to cause the expiration or termination of the applicable waiting periods furnish information required in connection with such submissions under the HSR Act and (including responding to any “second request” for additional information or documentary material under the receipt HSR Act as promptly as reasonably practicable), (B) to obtain early termination of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any the waiting period under the HSR Act 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 enter into waiver, (2) the expiration of any agreement 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 raised under Competition Laws with the FTC or the DOJ not respect to consummate the transactions contemplated by this Agreement, except with the prior written consent of Offer, the Merger or the other transactions contemplated hereby and (D) to obtain all necessary actions or non-actions, waivers, consents, clearances and approvals from any Governmental Entity and (ii) the Company, Parent and Merger Sub shall cooperate with one another: (A) in promptly determining whether any filings are required to be or should be made or any consents, approvals or waivers are required to be or should be obtained from other parties hereto to loan agreements or other Contracts or instruments that the Company is a party to or related to the Company’s business in connection with this Agreement, the Offer, the Merger or the other transactions contemplated hereby and (which shall not be unreasonably withheld B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, approvals or delayed)waivers.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party hereto will of the 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 the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations necessary to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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, (iii) the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as practicable after reasonably possible and (iv) the date hereofobtaining of all necessary consents, approvals or waivers from third parties, including any such consents, approvals or waivers required in connection with any Divestiture. In connection with and without limiting the foregoing, the Company and Parent shall (A) duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act and (B) duly make all notifications and other filings required (i) preparing under the EC Merger Regulation (together with the HSR Filings, the “Antitrust Filings”) or (ii) under any other applicable competition, merger control, antitrust or similar Law that the Company and filing Parent deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable practicable. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act, the EC Merger Regulation or other Laws, as applicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its Antitrust Filings and, if requested, to promptly amend or furnish additional information thereunder. Each party shall use its reasonable best efforts to furnish to each other all documentation information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to effect all necessary applications, notices, petitions, filingsthe transactions contemplated by this Agreement, and to keep the other documents and party reasonably informed with respect to obtain as promptly as practicable all Necessary Consents and all other consentsthe status of each clearance, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary approval or advisable to be obtained waiver sought from any third party and/or any a Governmental Entity in order connection with the transactions contemplated by this Agreement and the material communications between such party and such Governmental Entity. Each party shall consult with the other party, and consider in good faith the views of the other party, prior to consummate entering into any agreement with any Antitrust Authority. Neither party shall, nor shall it permit any of its Subsidiaries to, acquire or agree to acquire any business, person or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, could reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval or waiver from an Antitrust Authority with respect to the transactions contemplated by this Agreement. The Company and its Board of Directors shall (1) 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 transactions contemplated by this Agreement and (collectively2) if any state takeover Law or similar Law becomes applicable to this Agreement, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation Merger or any of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except 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 such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement: (a) with respect to the prior written consent assets of the cardiac rhythm management businesses of Parent, the Company and their respective Affiliates, Parent and its Affiliates shall only be required to agree to Divestitures of such assets that individually or in the aggregate would not reasonably be expected to have greater than a de minimis adverse effect on the combined cardiac rhythm management business of Parent, the Company and their respective Affiliates, taken as a whole; (b) with respect to the assets of the coronary vascular intervention business of Parent and its Affiliates, Parent and its Affiliates shall only be required to agree to Divestitures of such assets that individually or in the aggregate would not reasonably be expected to have greater than a de minimis adverse effect on the drug eluting stent business of Parent and its Affiliates, taken as a whole; (c) with respect to the assets of the vascular intervention business of the Company and its Affiliates, Parent and its Affiliates shall only be required to agree to Divestitures of such assets that individually or in the aggregate would not reasonably be expected to have a material adverse effect on the combined vascular intervention business of Parent, the Company and their respective Affiliates, taken as a whole; (d) none of Parent and its Affiliates shall be required to agree to any Divestiture of any of their assets except as provided in clauses (a) and (b) above and (e) if, but only if, directed by Parent, the Company shall agree to any Divestiture of any of its assets or the assets of any of its Affiliates if such Divestiture is conditioned on the consummation of the Merger. For purposes of this Agreement, a “Divestiture” of any asset shall mean (i) any sale, transfer, license, separate holding, divestiture or other disposition, or any prohibition of, or any limitation on, the acquisition, ownership, operation, effective control or exercise of full rights of ownership, of such asset or (ii) the termination or amendment of any existing relationships and contractual rights. It is agreed and understood that, for purposes of this Agreement, a Divestiture of a business unit, product line or development program may include (x) the transfer of any and all assets primarily relating to that business unit or to the research, development, manufacture, marketing or sale of that product line or development program and (y) licensing or otherwise making available assets that are related, but not primarily, to that business unit, product line or development program; provided that Parent, the Company or their Affiliates will be entitled to a license back or otherwise having made available transferred assets to the extent that such assets otherwise relate to other retained businesses, product lines or development programs of Parent, the Company or any of their respective Affiliates. It is understood and agreed by the parties hereto (which that, for purposes of this Agreement, the effect of any Divestiture required to be made pursuant to this Section 5.03 shall not not, directly or indirectly, be unreasonably withheld or delayed)deemed to result in a breach of the representations and warranties set forth herein.

Reasonable Best Efforts. (a) Subject to On the terms and subject to the conditions of this Agreement, each party of the parties hereto will shall cooperate with the other parties hereto and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under this Agreement to cause the conditions to Closing set forth in Article VI applicable to such party to be satisfied as promptly as reasonably practicable and applicable laws and regulations to consummate and make effective, in the Merger most expeditious manner reasonably practicable, the Transactions, including preparing and filing promptly the other transactions contemplated notification and related materials required by this Agreement as soon as practicable after the HSR Act (such filing to occur no later than 10 business days following the date hereof, including (i) preparing and filing as promptly as practicable all any other documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances or instruments 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 (collectivelyTransactions, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and satisfy the Required Approvals. In furtherance and not in limitation requirements of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws obtain all Consents from any Governmental Authority or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act third party necessary, proper or enter into any agreement with the FTC or the DOJ not advisable to consummate the transactions contemplated Transactions, including any such Consents required under any applicable Antitrust Laws, including the HSR Act, (iii) take all steps that are necessary, proper or advisable to avoid any Actions by any Governmental Authorities with respect to this AgreementAgreement or the Transactions and (iv) defend or contest in good faith any Action by any third party (excluding any Governmental Authority), except with whether judicial or administrative, challenging this Agreement or that otherwise would reasonably be expected to prevent or impede, interfere with, hinder or delay in any material respect the prior written consent consummation of the other parties hereto Transactions. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.05 or elsewhere in this Agreement shall require Parent or Merger Sub to take or agree to take any action with respect to any of its Affiliates (including any Person in which shall not be unreasonably withheld any of its Affiliates has any debt or delayed)equity investment and any affiliated or commonly advised investment fund) or any direct or indirect portfolio companies (as such term is understood in the private equity industry) thereof.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement (including the limitations set forth in Section 6.03, each party hereto this Section 6.06, Section 10.03 and Section 10.04), the Company and Seller will, and will cause the Company’s Subsidiaries and Advisors 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 the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofmake effective, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European CommissionTransactions, if requiredincluding using reasonable best efforts to (a) make any required notices and seek to obtain all necessary waivers, in accordance with applicable competitionconsents and approvals from third parties to the extent any such waiver, merger controlconsent or approval was required to be listed on Schedule 3.02(b) (it being understood and agreed that notwithstanding such efforts third parties may refuse to provide such waivers, antitrustconsents and approvals), investment or similar laws, (b) cause its conditions to Closing to be satisfied and (C) for the Closing to occur as promptly as practicable, all other necessary filings with other Governmental Entities relating to and (c) not take any action intended to, or that would reasonably be expected to, prevent the MergerClosing. Without limiting the foregoing, andduring the Interim Period, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities the Company and to Seller shall, and shall cause the Company’s Subsidiaries to, use reasonable best efforts not to cause take any action that would reasonably be expected to prevent or materially impede, interfere with, hinder or delay the expiration consummation by Seller or termination the Company of the applicable waiting periods under Transactions. For purposes of this Section 6.06 and Section 6.01(a), the HSR Act “reasonable best efforts” of the Company and Seller will not require the receipt Company, Seller or any of Required Approvals under such other laws their Subsidiaries, Affiliates or from such authorities as soon as practicable and Advisors to (i) expend any material amount of money to remedy any breach of any representation or warranty hereunder, (ii) not commence any litigation or arbitration proceeding, (iii) waive or surrender any material right or modify any material Contract (including any Contracts set forth on Schedule 3.11), (iv) offer or grant any accommodation or concession (financial or otherwise) to extend any waiting period under third party, (v) make any payment to third parties (other than de minimis amounts), (vi) waive or forego any right, remedy or condition hereunder, or (vii) provide financing to Buyer for the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent consummation of the other parties hereto (which shall Transactions; provided that the Company and Seller will be permitted to grant accommodations or concessions regarding any of the foregoing in their sole discretion so long as such accommodations or concessions involving a monetary payment are included as Transaction Expenses in the Estimated Closing Statement to the extent such amounts are not be unreasonably withheld or delayed)paid before the Closing, unless otherwise agreed in writing by Buyer.

Reasonable Best Efforts. (ai) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Applicable Laws to consummate the Merger Transaction and the other transactions contemplated by this Agreement as soon as practicable after the date hereofof this Agreement, including (iA) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 Authority in order to consummate the Merger Transaction or any of the other transactions contemplated by this Agreement (collectively, the "“Required Approvals"”) and (iiB) using its taking all reasonable best efforts as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero the Company and UDS Parent agrees (i1) to make as promptly as practicable after the date of this Agreement (Aand, in any event, within ten (10) prior to May 31, 2001, business days) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B2) to make as promptly as practicable, appropriate filings with practicable after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, date of this Agreement all other necessary filings with other Governmental Entities Authorities relating to the MergerTransaction under any Foreign Antitrust Laws, and, and (3) to supply as promptly as practicable any additional information or documentation 32 documentary material that may be requested pursuant to such laws the HSR Act or any Foreign Antitrust Laws or by such authorities Governmental Authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws Foreign Antitrust Laws or from such authorities Governmental Authorities as soon as practicable practicable. In furtherance and (ii) not in limitation thereof of the foregoing, Parent and the Company shall request and shall use reasonable best efforts to extend any obtain early termination of the applicable waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)Act.

Reasonable Best Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each party hereto will of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and action to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement by December 15, 2007, or as soon promptly as practicable after the date hereofthereafter, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, obtaining from Governmental Authorities and other documents and to obtain as promptly as practicable Persons, including from third party payors where such approval is required, all Necessary Consents and all other consentsactions or non-actions, licenses, waivers, licensesconsents, clearances, approvals, authorizations, qualifications, orders, registrationsand expirations or terminations of waiting periods, approvals, permits, rulings, authorizations and clearances as may be necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate for the Merger or any consummation of the other transactions contemplated by this Agreement (collectivelyto avoid an action or proceeding by any Governmental Authority seeking to challenge consummation of such transactions or the operation of the Business post-closing, the "Required Approvals") and (ii) using its reasonable best efforts obtaining from Governmental Authorities all actions or non-actions, licenses, waivers, consents, clearances, approvals, authorizations, qualifications, orders, and expirations or terminations of waiting periods, as may be necessary for the consummation of the transactions contemplated by this Agreement or the operation of the Business post-closing, (iii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to obtain all such Necessary Consents this Agreement required under the HSR Act or any other applicable Law and (iv) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement and having vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the Required Approvalsconsummation of the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each the Company shall permit the Acquiror (and the Acquiror shall permit the Company) reasonably to participate in the defense and settlement of Valero and UDS agrees (i) any claim, suit or cause of action relating to make (A) prior to May 31this Agreement, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to Merger or the other transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt Company (and the Acquiror) shall not settle or compromise any such claim, suit or cause of Required Approvals under such other laws or from such authorities as soon as practicable and action without the Acquiror’s (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the Company’s) prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed).

Reasonable Best Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each party of the parties hereto will shall cooperate with each other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, take or cause to be taken, taken all actions, and do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, petitions, filings, reports and other documents filings and to obtain as promptly as reasonably practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, permits and 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 all such Necessary Consents and the Required ApprovalsAgreement. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior each party hereto agrees to May 31, 2001, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) by this Agreement as promptly as practicable, appropriate filings with practicable and in any event within five (5) Business Days of the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, date hereof and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to such laws or by such authorities the HSR Act and to use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 5.6 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities (including any extensions thereof) as soon as practicable practicable, (B) each of the parties hereto shall each use its reasonable best efforts to (x) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to the transactions contemplated by this Agreement and (iiy) not if any state takeover statute or similar Law becomes applicable to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with take all action necessary to ensure that such transactions are consummated as promptly as practicable on the prior written terms contemplated by this Agreement and otherwise minimize the effect of such Law on the transactions contemplated by this Agreement and (C) Seller shall use its commercially reasonable efforts to obtain consent to assignment of the other parties hereto (which Real Property Lease, in form and substance reasonably acceptable to Buyer. Seller and Buyer will each request early termination of the waiting period with respect to the transactions contemplated by this Agreement under the HSR Act if and to the extent such early termination request is permitted by the United States Federal Trade Commission and the Antitrust Division of the Department of Justice. The HSR Act filing fees shall not be unreasonably withheld or delayed)borne exclusively by Buyer.

Reasonable Best Efforts. (a) Subject to From the terms and conditions date of this AgreementAgreement through the Closing, each party hereto will of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, appropriate action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements as soon promptly as practicable after the date hereofpracticable, including to (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, obtain from Governmental Entities and other documents and to obtain as promptly as practicable Persons all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permitsauthorizations, rulings, authorizations qualifications and clearances orders as are necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate for the consummation of the Merger or any of and the other transactions contemplated by this Agreement (collectivelyand the Ancillary Agreements, the "Required Approvals") and (ii) using its reasonable best efforts promptly make all necessary filings, and thereafter make any other required submissions, with respect to obtain all such Necessary Consents this Agreement required under the HSR Act or any other applicable Law, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the Merger and the Required Approvalsother transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in Without limitation of the foregoing, each of Valero Parent and UDS agrees (i) the Company shall or shall cause the appropriate Affiliate thereof to make (A) prior promptly (and in any event no later than 10 Business Days after the date of this Agreement) file any notification and report forms and related material that it may be required to May 31, 2001, an appropriate filing file with the Federal Trade Commission and the Antitrust Division of a Notification and Report Form pursuant to the United States Department of Justice under the HSR Act with respect to the transactions contemplated herebyAct, (B) as promptly as practicable, appropriate filings with request an early termination of the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawswaiting period under the HSR Act, and (C) as promptly as practicable, all other necessary make any further filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional or information or documentation submissions pursuant thereto that may be requested pursuant to such laws necessary or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)reasonably advisable.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party hereto will of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things actions that are necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereofpracticable, including using reasonable best efforts to accomplish the following: (i) preparing and filing as promptly as practicable obtain all documentation to effect consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including under any Material Contract, (ii) obtain all necessary applicationsactions or nonactions, noticeswaivers, petitionsconsents, filingsapprovals, orders and other documents authorizations from Governmental Entities, make all necessary registrations, declarations and filings and take all steps as may be necessary to obtain as promptly as practicable all Necessary Consents 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 and the Antitrust Division of the United States Department of Justice and all other consentsfilings, waiversregistrations and notices under Foreign Antitrust Laws and that the parties otherwise mutually reasonably agree are appropriate and necessary with the applicable Governmental Entities under any other applicable Antitrust Laws within the time periods specified thereunder (or, licensesif such time period is not specified, orderswithin a reasonable time), registrations(iii) vigorously resist, approvalscontest or defend any Action (including administrative or judicial Actions) challenging the Merger or the completion of the transactions contemplated hereby, permitsincluding seeking to have vacated, rulingslifted, authorizations reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and clearances 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 hereby and fully to carry out the purposes of this Agreement 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, Parent and 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 information relating to Parent or advisable to be obtained from 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 order to consummate connection with the Merger or any of and the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required ApprovalsAgreement. In furtherance and not in limitation of exercising the foregoingforegoing rights, each of Valero Parent and UDS agrees (i) Company shall act reasonably and as promptly as practicable. Subject to make (A) prior to May 31applicable Law and the instructions of any Governmental Entity, 2001, an appropriate filing Company and Parent shall keep each other reasonably apprised of a Notification and Report Form pursuant the status of matters relating to the HSR Act with respect to completion of the transactions contemplated hereby, (B) including promptly furnishing the other with copies of notices or other written communications received by Company or Parent, as promptly as practicablethe case may be, appropriate filings or any of their respective Subsidiaries, from any Governmental Entity and/or third party with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating respect to the Mergersuch transactions, and, to supply as promptly as the extent practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act circumstances, shall provide the other party and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement its counsel with the FTC opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or the DOJ not to consummate other inquiry in connection with the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)hereby.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement (including the remaining provisions of this Section 8.2(a)), each party hereto 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, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger and Transactions, including the other transactions contemplated by this Agreement Mergers, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Parties and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, filings and other documents and to obtain as promptly as reasonably practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, permits and authorizations and clearances necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger or any of Transactions, including the other transactions contemplated by this Agreement (collectivelyMergers, the "Required Approvals") and (ii) using its reasonable best efforts taking all steps as may be necessary, subject to the limitations in this Section 8.2, to obtain all such Necessary Consents waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and the Required Approvalsapprovals. In furtherance and not in limitation of the foregoingforegoing (but subject to the terms and conditions of this Agreement (including the remaining provisions of this Section 8.2(a))), each of Valero Parent and UDS the Company agrees (i) to make (A) prior make, or cause their respective “ultimate parent entity” as that term is defined under the HSR Act to May 31, 2001make, an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, and all necessary filings, notifications or other submissions under any other Antitrust Law, with respect to the transactions contemplated hereby, (B) Transactions as promptly as practicable, appropriate filings with and in any event within ten (10) business days after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsexecution of this Agreement (unless a later date is mutually agreed between the Parties), and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as reasonably practicable and advisable any additional information or documentation and documentary materials that may be requested pursuant to the HSR Act or such laws or by such authorities other Antitrust Laws and to use reasonable best efforts take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act Act, and the receipt of Required Approvals to obtain any actions or non-actions consents, approvals, authorizations, clearances or orders under such other laws or from such authorities applicable Antitrust Laws, in each case as soon as practicable and (ii) not reasonably practicable. For the avoidance of doubt, in no circumstances shall any of the Parties or any of their respective Subsidiaries or Affiliates have any obligation under this Section 8.2 to extend divest or agree to any restrictions on the freedom to operate any of their respective assets, businesses or portion of business; provided that the Company shall take such specified action as Parent may request to cause the expiration or termination of the applicable waiting period periods under the HSR Act or enter into Act; provided, further, that any agreement with action the FTC or Company is required to take pursuant to the DOJ not to consummate foregoing proviso shall be conditioned on the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)Closing.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 5.2, Parent and the Company shall cooperate with each party hereto will other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, take or cause to be taken, taken all actions, and do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws Laws to cause the conditions set forth in Article VI to be satisfied and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement hereby as soon promptly as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, reports and other documents filings and to obtain as promptly as reasonably practicable all Necessary Consents and all other material consents, approvals, registrations, authorizations, waivers, licensesPermits and Orders necessary, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary proper or advisable to be obtained from any third party and/or Third Party 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 all such Necessary Consents and the Required ApprovalsAgreement. In furtherance and not in limitation of the foregoing, each of Valero and UDS Party hereby agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply by this Agreement as promptly as practicable following the date of this Agreement, but in no event later than fifteen (15) Business Days from the date of this Agreement, (ii) to make all necessary notifications, filings or registrations necessary to obtain any other material Required Antitrust Approvals as promptly as practicable following the date of this Agreement, (iii) subject to Section 5.4 and applicable Law, upon request by the other, to furnish the other with all information concerning itself, its Subsidiaries, directors, officers and equityholders and such other matters as may be reasonably necessary, proper or advisable in connection with any statement, filing, notice or application required to be made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Third Party or any Governmental Entity in connection with the Merger and any of the other transactions contemplated by this Agreement, including any additional information or documentation and documentary material that may be requested on a voluntary or compulsory basis pursuant to such laws the HSR Act (including under a Second Request issued to any Party by the Federal Trade Commission or by such authorities and the Antitrust Division of the Department of Justice) or any other Antitrust Laws, (iv) to use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.5 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act or other Antitrust Laws as promptly as reasonably practicable (including requesting early termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable Act), and (iiv) not to extend take any action with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval under the HSR Act or any other Antitrust Laws or the expiration of the required waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)Antitrust Laws.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will of Parent, Merger Sub and the Company shall use its their reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things actions necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing consummate the transactions contemplated hereby and filing to cause the conditions set forth in Article VI to be satisfied as promptly as practicable all documentation to effect and, in any event, on or before the End Date, (ii) prepare as promptly as practicable (and file, submit or effect, as applicable) all necessary applications, notices, petitions, filings, ruling requests and other documents in order to obtain (and to obtain cooperate with the other parties to obtain) any Approval from any Governmental Entity which is required to be obtained by Parent, Merger Sub, the Company or its Subsidiaries in connection with the transactions contemplated by this Agreement, including as may be required under any Money Transmitter Requirements, (iii) comply promptly with all Legal Requirements which may be imposed on such party with respect to the transactions contemplated by this Agreement, (iv) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it (or with respect to the Company, its Subsidiaries is) a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (v) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order with respect thereto and (vi) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the transactions contemplated hereby. In furtherance of the foregoing, the Company, Parent and Merger Sub agree to, as promptly as practicable all Necessary Consents and all other 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 after 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make date hereof: (A) prior make (or cause to May 31, 2001, be made) an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, which filing shall in any event be made within twenty (20) Business Days following the date hereof, (B) submit to the Committee on Foreign Investment in the United States (“CFIUS”) a draft of a joint voluntary notice of the transaction contemplated by this Agreement (the “CFIUS Notice”), which submission shall in any event be made within twenty (20) Business Days following the date hereof, (C) subject to the final sentence of this Section 5.5(a), make such filings and submissions as set forth on Section 5.5(a)(C) of the Company Disclosure Schedules (and such other filings and submissions not set forth on Section 5.5(a)(C) of the Company Disclosure Schedules) in each case to the extent required by applicable Money Transmitter Requirements with respect to obtaining Approvals related to Money Transmitter Licenses of the transactions Company or its Subsidiaries (the “Money Transfer Change of Control Filings”), and (D) make such filings contemplated herebyby applicable foreign competition Laws as set forth on Section 5.5(a) of the Company Disclosure Schedules. With respect to the draft CFIUS Notice, Parent, Merger Sub and the Company shall use reasonable best efforts to provide any requested supplemental information and other related information pursuant to Section 721 of Title VII of the Defense Production Act of 1950, as amended (B50 U.S.C. § 4501 et seq.) (the “Defense Production Act”) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all to submit a final CFIUS Notice and other necessary filings with other Governmental Entities relating related information pursuant to the Merger, and, to supply Defense Production Act as promptly as practicable after receiving any additional information or documentation that may be requested pursuant comments to such laws or by such authorities the draft CFIUS Notice. With respect to the Money Transfer Change of Control Filings, each of Parent, Merger Sub and the Company agrees to use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement cooperate with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall a) in timely making inquiries with Governmental Entities regarding the Money Transfer Change of Control Filings, (b) in determining if any Money Transfer Change of Control Filings are not be unreasonably withheld or delayedrequired by Governmental Entities, and (c) in timely making all Money Transfer Change of Control Filings (except with respect to such jurisdictions where the parties agree that a Money Transfer Change of Control Filing is not required).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will of the Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions, the Offer and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement to be consummated as soon promptly as reasonably practicable after on the date terms and subject to the conditions hereof. Without limiting the foregoing, including (i) preparing each of the Company, Parent and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filingsMerger Sub shall file within ten (10) Business Days any required submissions under the HSR Act (unless Parent and the Company mutually agree otherwise), and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 use its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to furnish information required in connection with such submissions under the HSR Act with respect (including responding to any “second request” for additional information or documentary material under the transactions contemplated herebyHSR Act as promptly as reasonably practicable and advisable as mutually determined by Parent and the Company), (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or obtain early termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period 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 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 the HSR Act, the Federal Trade Commission Act, as amended (the “FTC Act” ), the Xxxxxxx Act of 1914, as amended (the “Xxxxxxx Act” ), or the Xxxxxxx Antitrust Act of 1890, as amended (the “Xxxxxxx Act” ) and (4) the nature and status of any objections raised or proposed or threatened to be raised under the HSR Act, the FTC Act, the Xxxxxxx Act or enter into any agreement the Xxxxxxx Act with the FTC or the DOJ not respect to consummate the transactions contemplated by this Agreement, except with the prior written consent of Offer, the Merger or the other transactions contemplated hereby and (D) to obtain all necessary actions or non-actions, waivers, consents, clearances, expiration of applicable waiting periods and approvals from any Governmental Entity and (ii) the Company, Parent and Merger Sub shall cooperate with one another: (A) in promptly determining whether any filings are required to be or should be made or any consents, approvals or waivers are required to be or should be obtained from other parties hereto to loan agreements or other Contracts or instruments that the Company is a party to or related to the Company’s business in connection with this Agreement, the Offer, the Merger or the other transactions contemplated hereby and (which shall not be unreasonably withheld B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, approvals or delayed)waivers.

Reasonable Best Efforts. (a) Subject Notwithstanding anything in this Agreement to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 (collectivelycontrary, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) parties hereto agree to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings required by, or advisable under, applicable foreign Antitrust Laws (collectively, “Foreign Antitrust Approvals”) with respect to the transactions contemplated hereby, (B) hereby as promptly as practicablepracticable and in any event prior to the expiration of any applicable legal deadline (provided, appropriate filings with that the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment submission or similar lawsfiling (i) of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) Business Days of the date of this Agreement, and (Cii) as promptly as practicablefor applicable foreign Antitrust Laws shall be submitted by the parties with the relevant notification forms, all or a draft thereof, for jurisdictions where submission of a draft prior to formal notification is appropriate, within forty-five (45) calendar days of the date of this Agreement; provided, further that, in the case of clause (ii), if a party is not prepared to file any such submission or filing within such period, such party’s senior executives shall discuss the reasons for the failure to meet such submission or filing deadlines with the senior executives from the other necessary filings with other Governmental Entities relating to the Merger, and, party) and to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to the HSR Act and any other filings required or advisable in connection with the Foreign Antitrust Approvals or any other Antitrust Law. Parent shall be entitled to direct the antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other person relating to the Offer or the Merger or regulatory filings under applicable Antitrust Laws, provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such laws defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Entity with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such authorities investigations, litigation, negotiations and discussions to the extent requested by Parent. Without limiting the foregoing, the parties shall provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws. The parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iv) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws, and (vi) provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s right to direct the antitrust defense of the transaction contemplated by this Agreement, each of the Company and Parent agrees, and shall cause each of its Subsidiaries, to use reasonable best efforts to cause obtain any consents, clearances or approvals required under or in connection with the expiration HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or termination foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the applicable significant impediment of effective competition (collectively “Antitrust Laws”), to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate each and every impediment under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the HSR Act consummation of the Offer, the Merger and the receipt other transactions contemplated hereby to occur prior to the Termination Date, including but not limited to (x) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity, (y) if necessary to obtain clearance by any Governmental Entity before the Termination Date, offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of Required Approvals under such any and all of the capital stock, assets, rights, products or businesses of the Company and its Subsidiaries and any other laws restrictions on the activities of the Company and its Subsidiaries (but not, in each case, of Parent or from such authorities as soon as practicable any of its Subsidiaries other than the Company and its Subsidiaries), and (iiz) not to extend contesting, defending and appealing any waiting period under threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the HSR Act or enter into ability of any agreement with the FTC or the DOJ not party hereto to consummate the transactions contemplated by this Agreementhereby, except with and taking any and all other actions to prevent the prior written consent of the other parties hereto (which shall not be unreasonably withheld entry, enactment or delayed)promulgation thereof.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party hereto will of the 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 the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations necessary to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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, (iii) the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as practicable after reasonably possible and (iv) the date hereofobtaining of all necessary consents, approvals or waivers from third parties, including any such consents, approvals or waivers required in connection with any Divestiture. In connection with and without limiting the foregoing, the Company and Parent shall (A) duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the "HSR Filing") required under the HSR Act and (B) duly make all notifications and other filings required (i) preparing under the EC Merger Regulation (together with the HSR Filings, the "Antitrust Filings") or (ii) under any other applicable competition, merger control, antitrust or similar Law that the Company and filing Parent deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable practicable. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act, the EC Merger Regulation or other Laws, as applicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its Antitrust Filings and, if requested, to promptly amend or furnish additional information thereunder. Each party shall use its reasonable best efforts to furnish to each other all documentation information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to effect all necessary applications, notices, petitions, filingsthe transactions contemplated by this Agreement, and to keep the other documents party reasonably informed with respect to the status of each clearance, approval or waiver sought from a Governmental Entity in connection with the transactions contemplated by this Agreement and to obtain as the material communications between such party and such Governmental Entity. Each party shall without limitation: (1) promptly as practicable all Necessary Consents notify the other of, and all if in writing, furnish the other consentswith copies of (or, waiversin the case of oral communications, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary advise the other of) any communications from or advisable to be obtained from any third party and/or with any Governmental Entity with respect to the transactions contemplated by this Agreement, (2) permit the other to review and discuss in order advance, and consider in good faith the views of the other in connection with, any proposed written or any oral communication with any such Governmental Entity, (3) not participate in any meeting or have any communication with any such Governmental Entity unless it has given the other an opportunity to consummate consult with it in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate therein, (4) furnish the other with copies of all filings and communications between it and any such Governmental Entity with respect to the transactions contemplated by this Agreement, and (5) 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. Such materials and the information contained therein shall be given only to the outside legal counsel of the other and will not be disclosed by such outside counsel to employees, officers, or directors of their client unless express permission is obtained in advance from the disclosing party or its legal counsel. Neither party shall, nor shall it permit any of its Subsidiaries to, acquire or agree to acquire any business, person or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, could reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval or waiver from an Antitrust Authority with respect to the transactions contemplated by this Agreement. The Company and its Board of Directors shall (1) 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 transactions contemplated by this Agreement and (collectively2) if any state takeover Law or similar Law becomes applicable to this Agreement, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation Merger or any of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with 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 such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, Parent and its Affiliates shall be required to agree to Divestitures to one or more purchasers approved by the Federal Trade Commission and the European Commission and in a manner approved by such entities of such assets, including technologies, that currently constitute: (a) the vascular intervention and endovascular businesses of the Company; (b) all assets of Parent that relate to cardiac ablation and beating heart surgery products, including, but not limited to, Parent's equity and equity option interests in Endoscopic Technologies Inc., as well as the Company's cardiac ablation and beating heart surgery assets collaterally impacted by the Divestitures referred to in section (a) above; and (c) all of Parent's equity interests in Cameron Health, Inc. (it being agreed that Parent will not exercise its option to acquire any additional equity interests in Cameron Health, Inc. without obtaining the prior written consent of the Federal Trade Commission). For purposes of this Agreement, a "Divestiture" of any asset shall mean (i) any sale, transfer, license, separate holding, divestiture or other disposition, or any prohibition of, or any limitation on, the acquisition, ownership, operation, effective control or exercise of full rights of ownership, of such asset or (ii) the termination or amendment of any existing relationships and contractual rights. It is agreed and understood that, for purposes of this Agreement, a Divestiture of a business unit, product line or development program may include (x) the transfer of any and all assets primarily relating to that business unit or to the research, development, manufacture, marketing or sale of that product line or development program and (y) licensing or otherwise making available assets that are related, but not primarily, to that business unit, product line or development program; provided that Parent, the Company or their Affiliates will be entitled to a license back of, or otherwise have made available to them, transferred assets to the extent that such assets otherwise relate to other retained businesses, product lines or development programs of Parent, the Company or any of their respective Affiliates. It is understood and agreed by the parties hereto (which that, for purposes of this Agreement, the effect of any Divestiture required to be made pursuant to this Section 5.03 shall not not, directly, or indirectly, be unreasonably withheld or delayed)deemed to result in a breach of the representations and warranties set forth herein. In implementing Section 5.03 of this Agreement, Parent shall use reasonable best efforts to obtain any required consents, approvals and waivers from third parties in connection with any Divestitures.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 5.05(d), each party hereto will of the Company, Parent and Merger Sub shall use its reasonable best efforts to 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 and regulations to consummate the Merger and the other transactions contemplated by this Agreement to be consummated as soon promptly as reasonably practicable on the terms and subject to the conditions hereof. Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use its reasonable best efforts: (A) to file promptly, and in no event later than ten (10) Business Days after the date hereofof this Agreement, a Notification and Report Form under the HSR Act, (B) to promptly make any required submissions under Foreign Antitrust Laws that are set forth on Section 6.01(c) of the Disclosure Letter, (C) to furnish information required in connection with such submissions under the HSR Act or any Foreign Antitrust Law, (D) to keep the other parties reasonably informed with respect to the status of any such filings or submissions under the HSR Act or any Foreign Antitrust Law, including with respect to: (i1) preparing the receipt of any non-action, action, clearance, consent, approval or waiver, (2) the expiration or termination of any waiting period, (3) the commencement or proposed or threatened commencement of any Litigation or other proceeding under the HSR Act, FTC Act, Xxxxxxx Act, Xxxxxxx Act or any Foreign Antitrust Law and filing as promptly as practicable all documentation (4) the nature and status of any objections raised or proposed or threatened to effect be raised under the HSR Act, FTC Act, Xxxxxxx Act, Xxxxxxx Act or any Foreign Antitrust Law with respect to this Agreement, the Merger or the other transactions contemplated hereby and (E) to obtain all necessary applicationswaiting period expirations or terminations, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other consentsactions or non-actions, waivers, licensesconsents, ordersclearances and approvals from any Governmental Entity; and (ii) Parent, registrationsMerger Sub and the Company shall cooperate with one another: (A) in promptly determining whether any filings are required to be made or consents, approvals, permits, rulings, permits or authorizations and clearances necessary or advisable are required to be obtained under any supranational, national, federal, state, foreign or local Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from any third party and/or any Governmental Entity other parties to loan agreements or other Contracts or instruments material to the Company’s business in order to consummate connection with this Agreement, the Merger or any the consummation of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") hereby and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as in promptly as practicablemaking any such filings, appropriate filings with the European Commission, if required, furnishing information required in accordance with applicable competition, merger control, antitrust, investment or similar laws, connection therewith and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating seeking to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause obtain timely the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act and any required consents, permits, authorizations, approvals or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)waivers.

Reasonable Best Efforts. (a) Subject to Section 7.05(e) and (f), prior to the terms Closing, Parent, Merger Sub and conditions of this Agreement, each party hereto will the 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, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the Merger and the other transactions contemplated by this Agreement including (i) the preparation and applicable laws filing of all forms, registrations and regulations notices required to be filed to consummate the Merger and the other transactions contemplated by this Agreement, (ii) the satisfaction of the other parties’ conditions to consummating the Merger and the other transactions contemplated by this Agreement, (iii) taking all actions necessary to obtain (and cooperating 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 Company or any of their respective Affiliates in connection with the Merger and the other transactions contemplated by this Agreement, (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other consentsfully carry out the purposes of this Agreement. Additionally, waiverseach of Parent, 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 (collectivelySub, the "Required Approvals"Company and their respective Affiliates shall (a) subject to Section 7.05(e) and (ii) using f), use its reasonable best efforts to obtain fulfill all such Necessary Consents conditions precedent to the Merger and (b) not take or agree to take any action after the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time, including, for the avoidance of doubt, any acquisition of a food manufacturer (which shall be applicable to Affiliates), that would be reasonably likely to (w) 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, (x) materially increase the risk of any Government Entity entering an Order prohibiting the consummation of the Merger and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the other transactions contemplated hereby, (By) as promptly as practicablematerially increase the risk of not being able to have vacated, appropriate filings with lifted, reversed or overturned any such Order on appeal or otherwise or (z) otherwise prevent or materially delay the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination consummation of the applicable waiting periods under the HSR Act Merger and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by hereby; provided that the foregoing shall not require any party to this Agreement, except with the prior written consent Agreement to waive any of the other parties hereto (which shall not be unreasonably withheld or delayed)conditions set forth in Article 8.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement and applicable law, each party of the parties hereto will shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofreasonably practicable, including (i) preparing and filing such actions or things as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and any other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 hereto may reasonably request in order to consummate the Merger or cause any of the conditions to such other party's obligation to consummate such transactions contemplated by this Agreement (collectivelyspecified in Article VII to be fully satisfied or to determine whether such conditions have been satisfied. Without limiting the generality of the foregoing, the "Required Approvals"parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their reasonable best efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (iia) the preparation and filing with the Commission of the S-4, the Joint Proxy Statement/Prospectus, the Other Filings and any necessary amendments or supplements to any of the foregoing; (b) seeking to have the S-4 declared effective by the Commission as soon as reasonably practicable after filing; (c) subject to the fourth sentence of Section 3.2, taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Merger Consideration; (d) using its reasonable best efforts to obtain all such Necessary Consents necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permissions or actions by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person; (e) filing all pre-merger notification and report forms required under the Required Approvals. In furtherance Hart-Scott Act and not in limitation of the foregoing, each of Valero and UDS agrees (i) responding to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form any requests for additional inforxxxxxx xxxe by any Governmental Entity pursuant to the HSR Act with respect to the transactions contemplated hereby, Hart-Scott Act; (Bf) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use using reasonable best efforts to cause the expiration to be lxxxxx xxx permanent or termination preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity (an "INJUNCTION") of any type referred to in Section 7.1(e), or to cause to be rescinded or rendered inapplicable any statute, rule or regulation of any type referred to in Section 7.2(d); (g) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates to, and making all applications and filings with, any Governmental Entity or other Person as may be necessary or reasonably requested in connection with any of the applicable waiting periods under foregoing; and (h) in general, consummating and making effective the HSR Act transactions contemplated hereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction, or causing to be rescinded or rendered inapplicable any statute, rule or regulation, referred to in clause (d) or (f) of this sentence, (i) no party shall be required to pay any consideration (other than customary filing and similar fees), to divest itself of any of, or otherwise rearrange the receipt composition of, its assets or to agree to any of Required Approvals under such the foregoing or any other laws condition or from such authorities as soon as practicable and requirement that is materially adverse or burdensome; (ii) not none of Parent, its Controlling Parties nor their respective Affiliates shall be required to extend take any waiting period under action pursuant to the HSR Act foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or enter into restriction of the type referred to in Section 7.2(d); and (iii) without the Parent's prior written consent, the Company shall not, amend any License or Contract, pay any consideration or make any agreement or reach any understanding or arrangement other than in the ordinary course of business consistent with prior practice. Subject to applicable laws relating to the FTC exchange of information, prior to making any application to or the DOJ not to consummate the transactions contemplated by filing with any Governmental Entity or other Person in connection with this Agreement, except with the prior written consent of each party shall provide the other parties hereto (which shall not be unreasonably withheld or delayed)party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Best Efforts. (a) Subject Each of the parties hereto agrees to the terms and conditions of this Agreement, each party hereto will 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, all things necessary, proper appropriate or advisable under this Agreement and applicable laws and regulations desirable to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon as practicable after the date hereofTransactions, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filingsthe satisfaction of the respective conditions set forth in Article VI, and including to execute and deliver such other documents instruments and to obtain do and perform such other acts and things as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances may be necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate reasonably desirable for effecting completely the Merger consummation of the Transactions. For purposes of this Agreement, the “reasonable best efforts” of the Company will not require the Company or any of the other transactions contemplated by this Agreement (collectivelySubsidiaries, the "Required Approvals") and (ii) using its reasonable best efforts Affiliates or Representatives to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior expend any money to May 31, 2001, an appropriate filing remedy any breach of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated herebyany representation or warranty hereunder, (B) as promptly as practicablecommence any litigation or arbitration proceeding, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicablewaive or surrender any right or modify any agreement (including any agreements set forth on Schedule 2.3(b)(ii)(B) of the Company Disclosure Letter), all other necessary filings than in connection with other Governmental Entities relating the matters described in Schedules 1.2(b)(xiv)(A), 1.2(b)(xiv)(B) and 1.2(b)(xiv)(C), (D) offer or grant any accommodation or concession (financial or otherwise) to any third party, (E) make any payment to third parties or otherwise suffer any similar detriment, (F) subject to the MergerCompany’s compliance with Section 5.1(b) and Section 5.4(b), andobtain any consent required for the consummation of the Transactions, other than in connection with the matters described in Schedules 1.2(b)(xiv)(A) and 1.2(b)(xiv)(C), (G) waive or forego any right, remedy or condition hereunder, (H) provide financing to supply as promptly as practicable Acquirer or Merger Sub for the consummation of the Transactions, (I) have any additional Liability under any agreement or any document related to any financing to Acquirer or its Affiliates in connection with the Transactions, (J) be required to deliver or obtain opinions of internal or external counsel, (K) be required to disclose information where the Company determines that such disclosure could jeopardize attorney-client privilege (in which case, the Company shall cooperate in good faith with Acquirer to enter into a joint defense or documentation that may similar agreement to prevent such jeopardization) or contravene any Legal Requirement, (L) be requested pursuant required to such laws or by such authorities and provide cooperation to use reasonable best efforts the extent it could reasonably be expected to cause any condition to the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) Closing not to extend any waiting period under the HSR Act be satisfied or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by a breach of this Agreement, except (M) be required to take any action that could unreasonably interfere with the prior written consent ongoing operations of the other parties hereto Company or (which shall N) permit the filing of a UCC-1 financing statement prior to the Effective Time; provided that the Company will be permitted to grant accommodations or concessions regarding any of the foregoing in its sole discretion so long as such accommodations or concessions involving a monetary payment are included as Transaction Expenses in the Company Closing Financial Certificate to the extent such amounts are not be unreasonably withheld or delayed)paid before the Closing, unless otherwise agreed in writing by Acquirer.

Reasonable Best Efforts. (a) Subject Notwithstanding anything in this Agreement to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 (collectivelycontrary, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) parties hereto agree to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings required by any other applicable Antitrust Laws with respect to the transactions contemplated hereby, (B) hereby as promptly as practicablepracticable and in any event prior to the expiration of any applicable legal deadline (provided that the submission or filing (i) of a Notification and Report Form pursuant to the HSR Act will be made within fifteen (15) Business Days of the date of this Agreement, appropriate filings (ii) the draft Form CO with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsCommission shall be made as soon as practicable and no later than within forty-five (45) calendar days of the date of this Agreement, and (C) in that regard the Company shall provide to Parent all information and documentary materials required by the applicable Form CO and/or reasonably requested by Parent in connection with the draft Form CO as promptly as practicablepracticable and unless otherwise agreed by the parties no later than within five (5) Business Days after the date hereof and (iii) for any other applicable Antitrust Laws will be made (with the relevant notification forms or a draft thereof for jurisdictions where submission of a draft prior to formal notification is appropriate) within forty five (45) calendar days of the date of this Agreement and provided, all further, that in the case of clause (iii), if a party is not prepared to file within such period, such party’s senior executives shall discuss the reasons for the failure to meet such deadlines with the senior executives from the other necessary filings with other Governmental Entities relating to the Merger, and, party) and to supply as promptly as practicable any additional information or documentation and documentary material that may be required or reasonably requested pursuant in connection with any Antitrust Law. Parent shall have the right to direct, lead and make final decisions regarding (A) all communications with any Governmental Entity and (B) timing and strategy with respect to all consents, clearances and approvals required under or in connection with to the HSR Act and any other Antitrust Laws in connection with the transactions contemplated hereby, subject to prior consultation with, and good faith consideration of the views of, the Company. Without limiting the foregoing, the parties agree to (1) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (2) give each other an opportunity to participate in each of such laws meetings, (3) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (4) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other party of the substance of such communication, (5) provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (6) provide each other with copies of all substantive written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by such authorities one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, Parent and the Company each agree to use their respective reasonable best efforts to cause enable the expiration of all waiting periods, and to obtain any consents, clearances, or termination of the applicable waiting periods approvals required, under or in connection with the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the Federal Trade Commission Act and any other federal, state, or foreign law, regulation, or decree designed to prohibit, restrict, or regulate acquisitions that may substantially limit competition, monopolization, or restraints of trade (collectively “Antitrust Laws”), including by: (x) promptly complying with or modifying any requests for additional information by any Governmental Entity, (y) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the receipt ability of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not party hereto to consummate the transactions contemplated hereby, and (z) if necessary to obtain clearance by any Governmental Entity before the Termination Date (subject to Parent’s right to direct the antitrust process in the second sentence of this AgreementSection 6.9(a)) offering, except negotiating, committing to, and effecting the sale, divestiture, license, hold separate, or other disposition of share capital, assets, rights (including intellectual property rights), technology, products, or businesses (collectively, “Assets”) of Parent, the Company and their respective Subsidiaries and any other restrictions on or requirements applicable to the activities of Parent, the Company and their respective Subsidiaries, in each case only to the extent consistent with and required by the obligation to use reasonable best efforts; provided that in no event shall Parent be required to agree to the divestiture of any Assets other than Assets of the Company and its Subsidiaries that collectively generated revenues for the year ended December 29, 2013, not in excess of $250 million in the aggregate; provided, further, that the Company shall not and shall cause its Subsidiaries not to take any of the actions in clause (z) without the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)Parent.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to of the Company, Parent, Holdings, Merger Sub LLC and Merger Sub shall take, or cause to be taken, all actionsactions reasonably necessary, and to do, or cause to be done, all things reasonably necessary under any applicable Laws to cause the Transactions to be consummated as soon as practicable, including (i) the satisfaction of the conditions to consummating the Integrated Mergers, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, (iii) making as promptly as practicable and advisable any required submissions, notices and filings under applicable Antitrust Laws or any other applicable Laws with respect to the Transactions, (iv) promptly furnishing information required in connection with such submissions and filing under such Antitrust Laws, (v) keeping the other parties reasonably fully informed with respect to the status of any such submissions and filings under Antitrust Laws, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration or termination of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Antitrust Laws, or (D) the nature and status of any objections raised or proposed or threatened to be raised under Antitrust Laws with respect to the Transactions, (vi) obtaining all actions or non-actions, consents, orders, exemptions approvals, consents, waivers, registrations, permits, authorizations and other confirmations from, or avoiding an investigation, action, proceeding or other challenge of the legality of the Transactions by, any Governmental Authority or third party necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 (iivii) using its reasonable best efforts the execution and delivery of any additional instruments necessary to obtain all such Necessary Consents consummate the Transactions and to fully carry out the Required Approvalspurposes of this Agreement. In furtherance and not in limitation of the foregoingAdditionally, each of Valero Parent, Holdings, Merger Sub LLC, Merger Sub and UDS agrees (i) the Company shall not take any action after the date of this Agreement that would reasonably be expected to make (A) prior to May 31materially delay the obtaining of, 2001or result in not obtaining, an appropriate filing of a Notification and Report Form pursuant to the HSR Act any Approval with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with Antitrust Laws or any other applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other Law necessary filings with other Governmental Entities relating to the Merger, and, be obtained prior to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)Closing.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto 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, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger Transactions, including the Offer and the other transactions contemplated by this Agreement Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, and 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 Transactions, including the other transactions contemplated by this Agreement (collectivelyOffer and the Merger, the "Required Approvals") and (ii) using its reasonable best efforts taking all steps as may be necessary, subject to the limitations in this Section 7.2, to obtain all such Necessary Consents waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and the Required Approvalsapprovals. In furtherance and not in limitation of the foregoing, each of Valero and UDS Party agrees to (ix) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) Transactions as promptly as practicable, appropriate filings with and in any event within ten (10) business days after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsexecution of this Agreement (unless a later date is mutually agreed between the Parties), and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable and advisable any additional information or documentation and documentary materials that may be requested pursuant to such laws or by such authorities the HSR Act and to use reasonable best efforts take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (iiy) not make all other necessary filings as promptly as practicable after the date hereof, and to extend supply as promptly as practicable and advisable any waiting period additional information and documentary materials that may be requested under any Antitrust Laws. Notwithstanding anything to the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by contrary in this Agreement, except with none of Parent, Purchaser or any of their respective Subsidiaries shall be required to, and the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the other parties hereto Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing, (which shall not be unreasonably withheld B) conduct, restrict, operate, invest or delayed)otherwise change the assets, the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing; provided that if requested by Parent, the Company or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company or its Subsidiaries in the event the Closing occurs.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party of the parties hereto will shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofpracticable, including (i) preparing cooperation in the preparation and filing as promptly as practicable all documentation to effect of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other consentsactions or non-actions, waivers, licensesconsents, orders, registrations, approvals, permits, rulings, authorizations clearances and clearances necessary or advisable approvals from Governmental Entities required to be obtained from any third by such party and/or and the making of all necessary registrations and filings and the taking of all steps as may be necessary for such party to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity in order to consummate Entity, (iii) obtaining all consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, commenced against such party challenging this Agreement or the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement Agreement, (collectivelyv) publicly supporting this Agreement, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents Offer, the Merger and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article Seven and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that the foregoing provisions of this Section 6.4(a) shall not require the Company to perform, satisfy or discharge any obligations of Parent or Purchaser under this Agreement or otherwise, or the Parent or Purchaser to perform, satisfy or discharge any obligations of the Company under this Agreement or otherwise. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective Subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. In connection with the prior written consent consents, approvals and waivers referred to in clause (iii) above, (x) the Company shall keep Parent informed of all material developments in seeking such consents, approvals or waivers and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought; (y) such consents, approvals and waivers shall be in a form acceptable to Parent; and (z) in the event the Offer is not consummated or the Merger does not close for any reason, neither Parent nor the Purchaser shall have any liability to the Company, its shareholders or any other parties hereto (which shall not be unreasonably withheld Person for any costs, claims, liabilities or delayed)damages resulting from the Company seeking to obtain such consents, approvals and waivers.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto Party will use its respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger and Transactions, including the other transactions contemplated by this Agreement Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as reasonably practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, and authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of Transactions, including the other transactions contemplated by this Agreement (collectivelyMerger, the "Required Approvals") and (ii) using its reasonable best efforts taking all actions as may be necessary, subject to the limitations in this Section 6.6, to obtain (and cooperating with each other in obtaining) all such Necessary Consents waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders, and the Required Approvalsapprovals. In furtherance and not in limitation of the foregoing, each of Valero and UDS Party agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) Transactions as promptly as practicable, appropriate filings with and in any event within ten Business Days after the European Commission, if required, in accordance with execution of this Agreement (unless a later date is mutually agreed between the Parties) and shall request early termination of the waiting period under the HSR Act applicable competition, merger control, antitrust, investment or similar lawsto the Transactions, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as reasonably practicable and advisable any additional information or documentation and documentary materials that may be requested pursuant to such laws or by such authorities the HSR Act and to use reasonable best efforts take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not reasonably practicable. Notwithstanding anything to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by contrary in this Agreement, except with none of Tyler, Merger Sub, or the other Tyler Subsidiaries shall be required to, and NIC may not and may not permit any NIC Subsidiary to, without the prior written consent of Tyler, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement, or order to (A) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets, business, or portion of business of NIC, the other parties hereto Surviving Corporation, Tyler, Merger Sub, or any Subsidiary of any of the foregoing, (which B) conduct, restrict, operate, invest, or otherwise change the assets, the business or portion of the business of NIC, the Surviving Corporation, Tyler, Merger Sub, or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement, or limitation on the operation of the business or portion of the business of NIC, the Surviving Corporation, Tyler, Merger Sub, or any Subsidiary of any of the foregoing, in the case of each of clauses (A), (B) and (C), if any such action would reasonably be expected to, individually or in the aggregate, adversely impact Tyler, NIC, or their respective Subsidiaries in a manner or amount that is material relative to the value of NIC and the NIC Subsidiaries, taken as a whole; provided that if requested by Tyler, NIC or its Subsidiaries will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement, or order so long as such requirement, condition, limitation, understanding, agreement, or order is only binding on NIC or its Subsidiaries in the event the Closing occurs. Additionally, each of Tyler, Merger Sub and NIC shall use their respective reasonable best efforts to not take any action after the date of this Agreement that would reasonably be unreasonably withheld expected to materially delay the obtaining of, or delayed)result in not obtaining, any permission, approval or consent from any such Governmental Authority necessary to be obtained prior to the Closing.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party hereto will of the 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 the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations necessary to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) 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, (iii) the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as practicable after reasonably possible and (iv) the date hereofobtaining of all necessary consents, approvals or waivers from third parties, including any such consents, approvals or waivers required in connection with any Divestiture. In connection with and without limiting the foregoing, the Company and Parent shall (A) duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the "HSR Filing") required under the HSR Act and (B) duly make all notifications and other filings required (i) preparing under the EC Merger Regulation (together with the HSR Filings, the "Antitrust Filings") or (ii) under any other applicable competition, merger control, antitrust or similar Law that the Company and filing Parent deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable practicable. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act, the EC Merger Regulation or other Laws, as applicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its Antitrust Filings and, if requested, to promptly amend or furnish additional information thereunder. Each party shall use its reasonable best efforts to furnish to each other all documentation information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to effect all necessary applications, notices, petitions, filingsthe transactions contemplated by this Agreement, and to keep the other documents and party reasonably informed with respect to obtain as promptly as practicable all Necessary Consents and all other consentsthe status of each clearance, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary approval or advisable to be obtained waiver sought from any third party and/or any a Governmental Entity in order connection with the transactions contemplated by this Agreement and the material communications between such party and such Governmental Entity. Each party shall consult with the other party, and consider in good faith the views of the other party, prior to consummate entering into any agreement with any Antitrust Authority. Neither party shall, nor shall it permit any of its Subsidiaries to, acquire or agree to acquire any business, person or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, could reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval or waiver from an Antitrust Authority with respect to the transactions contemplated by this Agreement. The Company and its Board of Directors shall (1) 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 transactions contemplated by this Agreement and (collectively2) if any state takeover Law or similar Law becomes applicable to this Agreement, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation Merger or any of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except 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 such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement: (a) with respect to the prior written consent assets of the cardiac rhythm management businesses of Parent, the Company and their respective Affiliates, Parent and its Affiliates shall only be required to agree to Divestitures of such assets that individually or in the aggregate would not reasonably be expected to have greater than a de minimis adverse effect on the combined cardiac rhythm management business of Parent, the Company and their respective Affiliates, taken as a whole; (b) with respect to the assets of the coronary vascular intervention business of Parent and its Affiliates, Parent and its Affiliates shall only be required to agree to Divestitures of such assets that individually or in the aggregate would not reasonably be expected to have greater than a de minimis adverse effect on the drug eluting stent business of Parent and its Affiliates, taken as a whole; (c) with respect to the assets of the vascular intervention business of the Company and its Affiliates, Parent and its Affiliates shall only be required to agree to Divestitures of such assets that individually or in the aggregate would not reasonably be expected to have a material adverse effect on the combined vascular intervention business of Parent, the Company and their respective Affiliates, taken as a whole; (d) none of Parent and its Affiliates shall be required to agree to any Divestiture of any of their assets except as provided in clauses (a) and (b) above and (e) if, but only if, directed by Parent, the Company shall agree to any Divestiture of any of its assets or the assets of any of its Affiliates if such Divestiture is conditioned on the consummation of the Merger. For purposes of this Agreement, a "Divestiture" of any asset shall mean (i) any sale, transfer, license, separate holding, divestiture or other disposition, or any prohibition of, or any limitation on, the acquisition, ownership, operation, effective control or exercise of full rights of ownership, of such asset or (ii) the termination or amendment of any existing relationships and contractual rights. It is agreed and understood that, for purposes of this Agreement, a Divestiture of a business unit, product line or development program may include (x) the transfer of any and all assets primarily relating to that business unit or to the research, development, manufacture, marketing or sale of that product line or development program and (y) licensing or otherwise making available assets that are related, but not primarily, to that business unit, product line or development program; provided that Parent, the Company or their Affiliates will be entitled to a license back or otherwise having made available transferred assets to the extent that such assets otherwise relate to other retained businesses, product lines or development programs of Parent, the Company or any of their respective Affiliates. It is understood and agreed by the parties hereto (which that, for purposes of this Agreement, the effect of any Divestiture required to be made pursuant to this Section 5.03 shall not not, directly or indirectly, be unreasonably withheld or delayed)deemed to result in a breach of the representations and warranties set forth herein.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 5.05(d), each party hereto will of the Company, Parent and Merger Sub shall use its reasonable best efforts to 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 and regulations to consummate the Merger and the other transactions contemplated by this Agreement to be consummated as soon promptly as reasonably practicable on the terms and subject to the conditions hereof. Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use its reasonable best efforts: (A) to file promptly, and in no event later than ten (10) Business Days after the date hereofof this Agreement, a Notification and Report Form under the HSR Act, (B) to promptly make any required submissions under Foreign Antitrust Laws that are set forth on Section 6.01(c) of the Disclosure Letter, (C) to furnish information required in connection with such submissions under the HSR Act or any Foreign Antitrust Law, (D) to keep the other parties reasonably informed with respect to the status of any such filings or submissions under the HSR Act or any Foreign Antitrust Law, including with respect to: (i1) preparing the receipt of any non-action, action, clearance, consent, approval or waiver, (2) the expiration or termination of any waiting period, (3) the commencement or proposed or threatened commencement of any Litigation or other proceeding under the HSR Act, FTC Act, Xxxxxxx Act, Xxxxxxx Act or any Foreign Antitrust Law and filing as promptly as practicable all documentation (4) the nature and status of any objections raised or proposed or threatened to effect be raised under the HSR Act, FTC Act, Xxxxxxx Act, Xxxxxxx Act or any Foreign Antitrust Law with respect to this Agreement, the Merger or the other transactions contemplated hereby and (E) to obtain all necessary applicationswaiting period expirations or terminations, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other consentsactions or non-actions, waivers, licensesconsents, ordersclearances and approvals from any Governmental Entity; and (ii) Parent, registrationsMerger Sub and the Company shall cooperate with one another: (A) in promptly determining whether any filings are required to be made or consents, approvals, permitspermits or authorizations are required to 44 be obtained under any supranational, rulingsnational, authorizations and clearances necessary federal, state, foreign or advisable local Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from any third party and/or any Governmental Entity other parties to loan agreements or other Contracts or instruments material to the Company’s business in order to consummate connection with this Agreement, the Merger or any the consummation of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") hereby and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as in promptly as practicablemaking any such filings, appropriate filings with the European Commission, if required, furnishing information required in accordance with applicable competition, merger control, antitrust, investment or similar laws, connection therewith and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating seeking to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause obtain timely the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act and any required consents, permits, authorizations, approvals or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)waivers.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each party hereto will of the Partnership and the General Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things things, necessary, proper or advisable under 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 the termination of this Agreement, retaining ownership and voting control over all Common Units beneficially owned by Parent and the General Partner as of the date of this Agreement or acquired thereafter and applicable laws and regulations to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsfilings, notifications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, ordersstatements, registrations, submissions of information, applications and other documents, (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, rulings, authorizations and clearances necessary other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained from any third party and/or any Governmental Entity in order 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with (iii) defend any Proceedings challenging this Agreement or the prior written consent consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby and (which iv) obtain all necessary consents, approvals or waivers from third parties. Parent and its Affiliates shall not be unreasonably withheld enter into the Support Agreement by execution of a joinder thereto if at any time prior to the taking of the vote of the Common Units in respect of this Agreement the Parent or delayed)its Affiliates acquire beneficial or direct ownership of any Common Units.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger Amalgamation and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, filings and other documents and to obtain as promptly as practicable all Necessary Consents required Permits from any Governmental Authority and all other consents, waivers, licenses, orders, registrationsOrders, approvals, permits, rulings, authorizations Permits and clearances necessary or advisable to be obtained from any third party and/or or any Governmental Entity Authority in order to consummate the Merger Amalgamation or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required ApprovalsAgreement. In furtherance and not in limitation of the foregoing, each of Valero and UDS party hereto agrees (i) to make (A) prior make, as promptly as practicable, to May 31, 2001the extent it has not already done so, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated herebyby this Agreement (which filing shall be made in any event within 15 Business Days of the date hereof), (Bii) as promptly as practicableto make or cause to be made all filings that are required or advisable by applicable Law of Bermuda, appropriate filings Ireland, the United Kingdom, the European Union or the United States or such other Laws with respect to the transactions contemplated by this Agreement, with the European Commission, if required, objective of obtaining the consents set forth in accordance with applicable competition, merger control, antitrust, investment or similar laws, Sections 3.07 and (Ciii) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, andin each case, to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to the HSR Act or any such laws or by such authorities other Law and to use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under or any such other laws or from such authorities Law as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)practicable.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party of the parties hereto will shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under this Agreement to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and applicable laws and regulations to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions and, in the case of Parent and Merger and Sub, the other transactions contemplated by this Agreement as soon as practicable after the date hereofRelated Transactions, including (iA) taking all such actions contemplated by the terms of the Statutory Merger Agreement, (B) otherwise preparing and filing as promptly as practicable and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents and (C) executing and delivering any additional instruments necessary to consummate the Transactions and, in the case of Parent and Merger Sub, the Related Transactions, (ii) obtain as promptly as practicable all Necessary Consents and all other approvals, consents, registrations, waivers, licensespermits, ordersauthorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and, in the case of Parent and Merger Sub, the Related Transactions, including any such approvals, consents, registrations, approvalswaivers, permits, rulingsauthorizations, authorizations orders 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act confirmations required with respect to the transactions contemplated herebyCompany Insurance Approvals, the Parent Insurance Approvals and under applicable Antitrust Laws, (Biii) as promptly as practicabletake all steps that are necessary, appropriate filings proper or advisable to avoid any Actions by any Governmental Authorities with respect to this Agreement or the European Commission, if requiredTransactions or, in accordance with applicable competitionthe case of Parent and Merger Sub, merger control, antitrust, investment or similar lawsthe Related Transactions, and (Civ) as promptly as practicabledefend or contest in good faith any Action by any third party (including any Governmental Authority), all other necessary filings with whether judicial or administrative, challenging this Agreement or that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions or, in the case of Parent and Merger Sub, the Related Transactions, including by seeking to have any stay or temporary restraining order entered by any court or other Governmental Entities relating Authority vacated or reversed; provided, however, notwithstanding anything herein to the Mergercontrary, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which Parent shall not be unreasonably withheld or delayed).obligated to agree to any arrangement that would:

Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement and applicable law, each party of the parties hereto will shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofreasonably practicable, including (i) preparing and filing such actions or things as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and any other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 hereto may reasonably request in order to consummate the Merger or cause any of the conditions to such other party's obligation to consummate such transactions contemplated by this Agreement (collectivelyspecified in Article VII to be fully satisfied or to determine whether such conditions have been satisfied. Without limiting the generality of the foregoing, the "Required Approvals"parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their reasonable best efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (iia) the preparation and filing with the Commission of the S-4, the Joint Proxy Statement/Prospectus, the Other Filings and any necessary amendments or supplements to any of the foregoing; (b) seeking to have the S-4 declared effective by the Commission as soon as reasonably practicable after filing; (c) subject to the fourth sentence of Section 3.2, taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Merger Consideration; (d) using its reasonable best efforts to obtain all such Necessary Consents necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permissions or actions by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person; (e) filing all pre-merger notification and report forms required under the Required Approvals. In furtherance Hart-Scott Act and not in limitation of the foregoing, each of Valero and UDS agrees (i) responding to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form any requests for additional informatixx xxxx xx any Governmental Entity pursuant to the HSR Act with respect to the transactions contemplated hereby, Hart-Scott Act; (Bf) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use using reasonable best efforts to cause the expiration to be liftex xxx xxxxanent or termination preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity (an "Injunction") of any type referred to in Section 7.1(e), or to cause to be rescinded or rendered inapplicable any statute, rule or regulation of any type referred to in Section 7.2(d); (g) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates to, and making all applications and filings with, any Governmental Entity or other Person as may be necessary or reasonably requested in connection with any of the applicable waiting periods under foregoing; and (h) in general, consummating and making effective the HSR Act transactions contemplated hereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction, or causing to be rescinded or rendered inapplicable any statute, rule or regulation, referred to in clause (d) or (f) of this sentence, (i) no party shall be required to pay any consideration (other than customary filing and similar fees), to divest itself of any of, or otherwise rearrange the receipt composition of, its assets or to agree to any of Required Approvals under such the foregoing or any other laws condition or from such authorities as soon as practicable and requirement that is materially adverse or burdensome; (ii) not none of Parent, its Controlling Parties nor their respective Affiliates shall be required to extend take any waiting period under action pursuant to the HSR Act foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or enter into restriction of the type referred to in Section 7.2(d); and (iii) without the Parent's prior written consent, the Company shall not, amend any License or Contract, pay any consideration or make any agreement or reach any understanding or arrangement other than in the ordinary course of business consistent with prior practice. Subject to applicable laws relating to the FTC exchange of information, prior to making any application to or the DOJ not to consummate the transactions contemplated by filing with any Governmental Entity or other Person in connection with this Agreement, except with the prior written consent of each party shall provide the other parties hereto (which shall not be unreasonably withheld or delayed)party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to of the Company, Parent, Holdings, Merger Sub LLC and Merger Sub shall take, or cause to be taken, all actionsactions reasonably necessary, and to do, or cause to be done, all things reasonably necessary under any applicable Laws to cause the Transactions to be consummated as soon as practicable, including (i) the satisfaction of the conditions to consummating the Integrated Mergers, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, (iii) making as promptly as practicable and advisable any required submissions, notices and filings under applicable Antitrust Laws or any other applicable Laws with respect to the Transactions, (iv) promptly furnishing information required in connection with such submissions and filing under such Antitrust Laws, (v) keeping the other parties reasonably fully informed with respect to the status of any such submissions and filings under Antitrust Laws, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration or termination of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Antitrust Laws, or (D) the nature and status of any objections raised or proposed or threatened to be raised under Antitrust Laws with respect to the Transactions, (vi) obtaining all actions or non-actions, consents, orders, exemptions approvals, consents, waivers, registrations, permits, authorizations and other confirmations from, or avoiding an investigation, 44 TABLE OF CONTENTS action, proceeding or other challenge of the legality of the Transactions by, any Governmental Authority or third party necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 (iivii) using its reasonable best efforts the execution and delivery of any additional instruments necessary to obtain all such Necessary Consents consummate the Transactions and to fully carry out the Required Approvalspurposes of this Agreement. In furtherance and not in limitation of the foregoingAdditionally, each of Valero Parent, Holdings, Merger Sub LLC, Merger Sub and UDS agrees (i) the Company shall not take any action after the date of this Agreement that would reasonably be expected to make (A) prior to May 31materially delay the obtaining of, 2001or result in not obtaining, an appropriate filing of a Notification and Report Form pursuant to the HSR Act any Approval with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with Antitrust Laws or any other applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other Law necessary filings with other Governmental Entities relating to the Merger, and, be obtained prior to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)Closing.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will of PNG, the Sellers and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger and the other transactions contemplated by this Agreement hereby, as soon promptly as reasonably practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, filings and other documents (including by filing no later than ten (10) business days after the date of this Agreement the notification and report form required under the HSR Act and by seeking early termination of the applicable waiting period under the HSR Act), and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, permits and authorizations and clearances necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, none of PNG or any of the other transactions contemplated by this Agreement (collectivelyits Subsidiaries nor any Seller or any of their Affiliates shall be required to, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance Company may not and may not in limitation of the foregoingpermit any Subsidiary to, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with without the prior written consent of PNG, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the other parties hereto Company, the Sellers or any of their Affiliates, PNG or any Subsidiary of any of the foregoing, (which shall not be unreasonably withheld B) conduct, restrict, operate, invest or delayed)otherwise change the assets, the business or portion of the business of the Company, the Sellers or any of their Affiliates, PNG or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Sellers or any of their Affiliates, PNG or any Subsidiary of any of the foregoing.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each of the Company and Parent shall use its respective reasonable best efforts to (i) cause the Transactions to be consummated as soon as practicable, (ii) obtain all actions or non-actions, approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party necessary, proper or advisable to consummate the Transactions as soon as practicable, (iii) make promptly any required submissions and filings under applicable Antitrust Laws with respect to the Transactions, (iv) as soon as practicable furnish information required in connection with such submissions and filings under such Antitrust Laws, and (v) keep the other parties hereto will reasonably informed with respect to the status of any such submissions and filings under Antitrust Laws, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Antitrust Laws and (D) the nature and status of any objections raised or proposed or threatened to be raised under Antitrust Laws with respect to the Transactions. In furtherance and not in limitation of the foregoing, each of the Company and Parent agree to (i) make, or with respect to the parties’ respective Affiliates, cause to be made, appropriate filings pursuant to the HSR Act with respect to the Transactions as soon as practicable (and, in any event, within ten (10) Business Days after the date hereof (unless Parent and the Company otherwise agree to a different date)), (ii) cooperate with each other with respect to the preparation of such filings under the HSR Act, (iii) supply as soon as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Law, (iv) in the event that any applicable Governmental Entity issues a so-called “second request” (a “Second Request”) in relation to the Transactions, use best efforts to be ready to certify substantial compliance within four months after the date of receipt of such Second Request, and (v) use its reasonable best efforts to 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 and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all actions necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities (including any extensions thereof) as soon as practicable practicable, consistent with this Section 5.03 and (ii) not subject to extend any waiting period the limitations on Parent’s duties specified in Section 5.03(c). Parent shall be responsible for all filing fees under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the and other Antitrust Laws. The parties hereto (which shall not cause the filings under the HSR Act to be unreasonably withheld or delayed)considered for grant of “early termination”.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its commercially reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after (including the date hereofOffer and the Merger), including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permitsauthorizations, rulingsPermits or orders from all Governmental Authorities, authorizations and clearances necessary including FAS, or advisable other Persons; provided, that nothing contained in this Section 7.2 shall require any party to be obtained from waive any third party and/or any Governmental Entity condition contained herein or, except as otherwise provided in order to consummate Section 7.2(e), modify the Merger or any terms of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required ApprovalsAgreement. In furtherance and not in limitation of the foregoing, each of Valero and UDS party hereto agrees to make, or cause to be made (i) to make (A) the extent not previously made prior to May 31the date of this Agreement), 2001, an appropriate filing of a Notification the filings and Report Form pursuant to authorizations required under FAS and the HSR Act with respect to the transactions contemplated hereby, (B) Other Antitrust Laws as promptly as practicable, appropriate filings with reasonably practicable after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, date hereof and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as reasonably practicable any additional information or documentation and documentary material that may be requested pursuant to such laws or by such authorities FAS and to the Other Antitrust Laws and use its commercially reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act FAS and the receipt of Required Approvals under such other laws or from such authorities Other Antitrust Laws as soon as practicable and (ii) not practicable; provided that nothing contained in this Agreement shall require any shareholder or parent company of Parent, or any Affiliate of any shareholder of Parent, to extend agree to undertake any waiting period under divestiture or restrict its conduct with regard to, any business, including the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent business of the other parties hereto (which shall not be unreasonably withheld or delayed)Company and its Subsidiaries.

Reasonable Best Efforts. (a) Subject to Except as otherwise provided under Section 5.2 or Section 5.3, upon the terms and subject to the conditions of set forth in this Agreement, each party hereto will of Parent, Merger Sub and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things actions that are necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 each of the other transactions contemplated by this Agreement (collectivelyAgreement, the "Required Approvals") and (ii) including using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing cause each of a Notification and Report Form pursuant the conditions to the HSR Act with respect Merger set forth in Article VII to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply be satisfied as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause after the expiration or termination date of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and this Agreement; (ii) not subject to extend any waiting period under Section 6.3, obtain, as promptly as practicable after the HSR Act date of this Agreement, and maintain all necessary actions or enter into any agreement non-actions and Consents from Governmental Authorities and make all necessary registrations, declarations and filings with the FTC or the DOJ not Governmental Authorities, that are necessary to consummate the Merger; (iii) resist, contest, appeal and remove any Legal Proceeding and have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, restricts or restrains the consummation of the transactions contemplated by this AgreementAgreement (including any Legal Proceeding or Order in connection with the matters contemplated by Section 6.3), (iv) upon the written request of Parent or Merger Sub, obtain all necessary or appropriate Consents under any Material Contracts to which the Company is a party in connection with this Agreement and the consummation of the transactions contemplated hereby and (v) reasonably cooperate with the other party or parties with respect to any of the foregoing. In addition to the foregoing, except with as otherwise provided under Section 5.2 or Section 5.3, neither Parent or Merger Sub, on the prior written consent one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, materially impairing, materially delaying or otherwise materially adversely affecting the consummation of the other parties hereto (which Merger or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be unreasonably withheld required prior to the Effective Time to pay any consent or delayedother similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability that is not conditioned upon the consummation of the Merger, to obtain any Consent of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts. (a) Subject to the terms and conditions of set forth in this AgreementAgreement and applicable law, Lucent and Alcatel shall each party hereto will cooperate with the other and shall use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, promptly (i) take or cause to be taken, taken all actions, and do, do or cause to be donedone all things, all things necessary, proper or advisable under this Agreement and applicable laws (including under HSR Act, EC Merger Regulation, other competition laws and regulations the Exon-Xxxxxx Act) to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofpracticable, including (i) including, preparing and filing as promptly as practicable (or any specific time as the parties mutually agree) all documentation to effect all necessary applicationsfilings, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, ordersstatements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, permits, rulings, authorizations and clearances necessary or advisable other confirmations required to be obtained from any third party and/or any Governmental Entity in order 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; (collectively3) 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 "Required Approvals"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 (ii5) using its use reasonable best efforts to obtain offer 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 hereby, including taking all such Necessary Consents and further action as reasonably may be necessary to resolve such objections, if any, as the Required Approvals. In furtherance and not in limitation United States Federal Trade Commission, the Antitrust Division of the foregoingUnited States Department of Justice, each state antitrust enforcement authorities or competition authorities of Valero and UDS agrees any other nation or other jurisdiction or any other person may assert under Regulatory Law (ias hereinafter defined) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment and to avoid or similar laws, eliminate each and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable every impediment under any additional information or documentation law that may be requested pursuant asserted by any governmental entity or authority with respect to such laws or by such authorities and the Merger so as to use reasonable best efforts enable the Closing to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities occur as soon as practicable expeditiously possible. The parties agree that, subject to the last sentence of this Section 7.01, the use of "reasonable best efforts" shall include 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 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 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 injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the Closing. For purposes of this Agreement, "Regulatory Law" means the Xxxxxxx Act of 1890, the Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws, including any antitrust, competition or trade regulation laws that are designed or intended to (i) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition or (ii) not to extend any waiting period under protect the HSR Act or enter into any agreement with the FTC national security or the DOJ not to consummate national economy of any nation. Notwithstanding anything else contained herein, the transactions contemplated by provisions of this Agreement, except with the prior written consent of the other parties hereto (which Section 7.01 shall not be unreasonably withheld construed to (i) require either party to undertake any efforts, or delayed)to take or consent to any action if such efforts, 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 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 deemed a Detriment.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party of the parties hereto will shall (i) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as at the earliest practicable after date (including actions necessary to prevent the date hereof, including (i) preparing entry of any injunction or other Order and filing to appeal as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and possible any such injunction or other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to Order that may be obtained from any third party and/or any Governmental Entity entered in order to consummate connection with the Merger or any of the other transactions contemplated by this Agreement (collectively, and the "Required Approvals"other Transaction Documents) and (ii) using refrain from taking any actions that could reasonably be expected to impair, delay or impede the Closing. Without limiting the foregoing, each party shall use its reasonable best efforts to cause the Closing to occur by the Outside Date. Further, without limiting the generality of the foregoing, the Seller shall, and shall cause each of the Group Companies to, cooperate with the Purchaser with respect to the Purchaser’s arranging of financing transactions contemplated to occur on the Closing Date, as the Purchaser may reasonably request. 5.5 Consents. Without limiting the generality of Sections 5.4 and 5.6, each of the parties hereto will use its reasonable best efforts to obtain all such Necessary Consents licenses, permits, authorizations, consents and approvals of all third parties and Governmental Authorities necessary in connection with the Required Approvals. In furtherance and not in limitation consummation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated herebyby this Agreement prior to the Closing, (B) including the consents and approvals referred to in Sections 2.7, 3.4 and 4.3, and waive any defaults that could arise or result from the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that no party shall be obligated to pay any consideration to any third party from whom consent or approval is requested. Each of the parties hereto will make or cause to be made all filings and submissions under applicable Laws as promptly may be required for the consummation of the transactions contemplated by this Agreement. The parties hereto will coordinate and cooperate with each other in exchanging such information and assistance as practicable, appropriate filings any of the parties hereto may reasonably request in connection with the European Commission, if required, foregoing. Notwithstanding anything in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating this Section 5.5 to the Mergercontrary, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities the obtaining and to use reasonable best efforts to cause the expiration or termination delivery of the applicable waiting periods under Required Group Company Consents is a condition to the HSR Act and obligations of the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not Purchaser to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayedas provided in Section 6.2(g).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger Transactions, including the Share and the other transactions contemplated by this Agreement Warrant Purchase, as soon promptly as practicable after the date hereof, including (i) preparing and filing or, if a filing is to be made jointly, otherwise providing, in consultation with the other parties hereto and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, and 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 Transactions, including the other transactions contemplated by this Agreement (collectivelyShare and Warrant Purchase, as promptly as practicable after the "Required Approvals") date hereof, and (ii) using its reasonable best efforts taking all steps as may be necessary, subject to the limitations in this Section 7.1, to obtain all such Necessary Consents waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the Required Approvalsdate hereof. In furtherance and not in limitation of the foregoingforegoing (but subject to the limitations in this Section 7.1), each of Valero and UDS applicable party agrees (i) to make (A) prior to May 31, 2001, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated herebyTransactions, (B) including the Share and Warrant Purchase, as promptly as practicable, appropriate filings with and in any event within ten (10) Business Days after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsexecution of this Agreement (unless a later date is mutually agreed between the Company and Buyer), and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, use reasonable best efforts to supply as promptly as practicable and advisable any additional information or documentation and documentary materials that may be requested pursuant to such laws or by such authorities the HSR Act and to use reasonable best efforts take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable, and (B) use reasonable best efforts to make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws. The Buyer shall bear one hundred percent (ii100%) not to extend any waiting period under of the HSR Act or enter into any agreement filing fee incurred by the parties in connection with the FTC filings of the Notification and Report Forms pursuant to the HSR Act and the Antitrust Laws of other jurisdictions. For the avoidance of doubt, in no event shall Buyer be responsible for any such filing fees in connection with any filing that any Company Stockholder is required to make with respect to receipt of any portion of the Purchase Price. Notwithstanding anything to the contrary in this Agreement (including this Section 7.1), none of the parties or any of its respective affiliates shall be required to, and the DOJ Company may not to consummate the transactions contemplated by this Agreementand may not permit any Company Subsidiary to, except with without the prior written consent of Buyer, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or any portion of business of the other parties hereto Company, Buyer or any Buyer Subsidiary of any of the foregoing, (which shall not be unreasonably withheld B) conduct, restrict, operate, invest or delayed)otherwise change the assets, the business or any portion of the business of the Company, Buyer or any Company Subsidiary or any Buyer Subsidiary in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, Buyer or any Company Subsidiary or any Buyer Subsidiary; provided that, if requested in writing by Buyer, then the Company or the Company Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company or the Company Subsidiaries if the Closing occurs.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereof and the fiduciary obligations of this Agreementthe directors of the Company, each party of the parties hereto will agrees to use its their reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations necessary to consummate satisfy the Merger and the other transactions contemplated by this Agreement conditions set forth herein as soon as practicable after practicable, including, without limitation, reasonable best efforts necessary to list on the date hereof, including (i) preparing and filing as promptly as practicable all documentation Nasdaq National Market the shares of the Acquiror Common Stock issuable pursuant to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 (collectivelythereafter, the "Required Approvals") and (ii) using its reasonable best efforts necessary to obtain all such Necessary Consents and have removed or rescinded any temporary, preliminary or permanent injunction, including the Required Approvals. In furtherance and not injunctions or other orders described in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsSection 7.1(c), and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts necessary to defend against any and all litigation, including the proceedings described in Section 7.1(f) brought against either of the parties hereto. The Acquiror and the Company each agree to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary or required by the United States Federal Trade Commission or the United States Department of Justice in connection with the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act Act; provided that neither party will be required to take any action or enter into any agreement to do anything in connection with the FTC foregoing which would materially impair the Acquiror's or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent Surviving Corporation's ownership or operation of all or a material portion of the other parties business and assets of the Company and its Subsidiary taken as a whole, or compel the Acquiror to dispose of all or a material portion of the business or assets of the Acquiror and its subsidiaries, taken as a whole. No party hereto (which shall not be unreasonably withheld will take any action for the purpose of delaying, impairing or delayed)impeding the receipt of any required consent, authorization, order or approval or the making of any required filing or registration.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 taking all reasonable best efforts steps as may be necessary to obtain --------- all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS party hereto agrees to make, as promptly as practicable, (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated herebyhereby (which filing shall be made in any event within 10 Business Days of the date hereof), (Bii) as promptly as practicable, all appropriate and necessary filings with the European Commission, if required, Commission in accordance with applicable competition, merger control, antitrust, investment or similar lawslaws and any necessary filings under the Canadian Investment Regulations within the time periods specified thereunder, and (Ciii) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under practicable. Notwithstanding the HSR Act or enter into any agreement with the FTC foregoing, nothing in this Section 5.3 or the DOJ not other provisions of this Agreement shall require, or be deemed to consummate require, (x) Western or Adaptive or any of their respective Subsidiaries to agree to divest or hold separate any material business or assets or to effect any such divestiture or action, (y) Western or Adaptive or any of their Subsidiaries to agree to any material restrictions or conditions on the transactions contemplated by this Agreementconduct of their or their Subsidiaries' businesses or (z) Western or Adaptive to take any other action if doing so would, except with individually or in the prior written consent of aggregate, reasonably be expected to result in a Material Adverse Effect on Western after the other parties hereto (which shall not be unreasonably withheld or delayed)Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, the Parent Entities, on the one hand, and each party hereto will of Partnership and Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things things, necessary, proper or advisable under to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, causing to be voted all Common Units beneficially owned by Parent in favor of the Merger at the Partnership Unitholder Meeting pursuant to the Support Agreement and applicable laws and regulations to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsfilings, notifications, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and to obtain as promptly as practicable in any event no later than the Outside Date) all Necessary Consents and all other approvals, consents, waivers, licensesclearances, ordersexpirations or terminations of waiting periods, registrations, approvals, permits, rulings, authorizations and clearances necessary other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained from any third party and/or any Governmental Entity in order 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with Agreement and (iii) defend any Proceedings challenging this Agreement or the prior written consent consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties hereto (which shall not be unreasonably withheld or delayed)to consummate the transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 6.4, Parent, Merger Sub and the Company shall cooperate with each party hereto will other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, take or cause to be taken, taken all actions, actions and do, do or cause to be done, done all things reasonably necessary, proper or advisable on its respective part under this Agreement and applicable laws Laws to cause the conditions set forth in Article VII to be satisfied and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, reports and other documents filings and to obtain as promptly as practicable all Necessary Consents and all other consents, approvals, registrations, authorizations, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations Permits and clearances Orders necessary or advisable to be obtained from any third party Third Party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectivelyAgreement; provided that all obligations of the Company, Parent and Merger Sub relating to the "Required Approvals") Financing shall be governed exclusively by Section 6.6 and (ii) using its reasonable best efforts to obtain all such Necessary Consents Section 6.7, and the Required Approvalsnot this Section 6.5. In furtherance and not in limitation of the foregoing, each of Valero and UDS party hereto agrees to (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form with the PRC Anti-Monopoly Bureau pursuant to the HSR Act PRC Anti-Monopoly Law with respect to the transactions contemplated hereby, (B) by this Agreement as promptly as practicablepracticable after the date hereof, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (Cii) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as reasonably practicable any additional information or documentation and documentary material that may be requested pursuant to such laws or by such authorities the PRC Anti-Monopoly Law and to (iii) use its reasonable best efforts to take or cause the expiration to be taken all other actions necessary, proper or termination advisable consistent with this Section 6.5 to obtain receipt of the applicable waiting periods required authorization under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities PRC Anti-Monopoly Law as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)practicable.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions of this Agreementset forth herein, each party hereto will of the parties agrees to use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including the following: (i) the taking of all acts necessary to cause the conditions precedent set forth in Article VII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations, submissions and filings (including registrations, declarations, and filings with Governmental Entities, if any) and the taking of all steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (iii) the filing of Notification and Report Forms with the FTC and the DOJ as and in such form as required by the HSR Act; (iv) filings under any other comparable pre-merger notification forms reasonably determined by Parent to be required by the merger notification or control Laws of any applicable jurisdiction; (v) the filing of the necessary applications and notices to and approvals and consents, if any, of the Insurance Departments and Financing Departments in the states in which the Company or its Subsidiaries are domiciled or where the conduct of their business requires the approval by such departments of the transactions contemplated hereby; (vi) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or "blue sky" Laws and the securities Laws of any foreign country, or any other Law relating to the Merger; (vii) obtaining of all necessary consents, approvals or waivers from third parties, (viii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (ix) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each of Parent and the Company will cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.6(a) to comply in all material respects with all applicable Laws. Parent, Merger Sub and the Company each shall promptly supply the other with any information that may be required in order to effectuate any filings or application pursuant to this Section 6.6(a). Without limiting the foregoing, the Company and its board of directors shall, if any takeover statute or similar Law is or becomes applicable to the Merger, this Agreement and applicable laws and regulations or any of the transactions contemplated by this Agreement, use reasonable best efforts to consummate ensure that the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing may be consummated as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 on the Merger or any of the other transactions terms contemplated by this Agreement (collectivelyand otherwise to minimize the effect of such Law on the Merger, the "Required Approvals") this Agreement and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with . Notwithstanding the European Commission, if requiredforegoing, in accordance with applicable competition, merger control, antitrust, investment no event shall this Section 6.6(a) require Parent or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed).its Subsidiaries

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto 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, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger and Transactions, including the other transactions contemplated by this Agreement Mergers, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, filings and other documents and to obtain as promptly as reasonably practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, permits and 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 Transactions, including the other transactions contemplated by this Agreement (collectivelyMergers, the "Required Approvals") and (ii) using its reasonable best efforts taking all actions as may be necessary, subject to the limitations in this Section 6.2, to obtain (and cooperating with each other in obtaining) all such Necessary Consents waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and the Required Approvalsapprovals. In furtherance and not in limitation of the foregoing, each of Valero and UDS Party agrees to (ix) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) Transactions as promptly as practicable, appropriate filings with and in any event within fifteen (15) Business Days after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsexecution of this Agreement (unless a later date is mutually agreed between the Parties), and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as reasonably practicable and advisable any additional information or documentation and documentary materials that may be requested pursuant to such laws or by such authorities the HSR Act and to use reasonable best efforts take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as reasonably practicable and (iiy) make all other necessary or advisable filings as promptly as reasonably practicable after the date hereof, and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested under any Regulatory Laws. Notwithstanding anything to the contrary in this Agreement, none of Parent, Merger Sub I, Merger Sub II or any of their respective Subsidiaries shall be required to, and the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, become subject to, consent to extend or offer or agree to, or otherwise take any waiting period under action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the HSR Act Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or enter into any agreement with Subsidiary of any of the FTC foregoing, (B) conduct, restrict, operate, invest or otherwise change the DOJ not assets, the business or portion of the business of the Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or any Subsidiary of any of the foregoing, in the case of each of clauses (A), (B) and (C), if any such action would reasonably be expected to, individually or in the aggregate, (x) materially reduce the reasonably anticipated benefits to consummate Parent of the transactions contemplated by this AgreementAgreement or (y) impact Parent, except with the prior written consent Company or their respective Subsidiaries in a manner or amount that is material relative to the value of the other parties hereto (which shall not be unreasonably withheld Company and the Company Subsidiaries, taken as a whole; provided that if requested by Parent, the Company or delayed)its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company or its Subsidiaries in the event the Closing occurs.

Reasonable Best Efforts. (a) Subject Notwithstanding anything in this Agreement to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 (collectivelycontrary, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) parties hereto agree to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings required by, or advisable under, applicable foreign Antitrust Laws (collectively, “Foreign Antitrust Approvals”) with respect to the transactions contemplated hereby, (B) hereby as promptly as practicablepracticable and in any event prior to the expiration of any applicable legal deadline (provided, appropriate filings with that the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment submission or similar lawsfiling (i) of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) Business Days of the date of this Agreement, and (Cii) as promptly as practicablefor applicable foreign Antitrust Laws shall be submitted by the parties with the relevant notification forms, all or a draft thereof, for jurisdictions where submission of a draft prior to formal notification is appropriate, within forty-five (45) calendar days of the date of this Agreement; provided, further that, in the case of clause (ii), if a party is not prepared to file any such submission or filing within such period, such party’s senior executives shall discuss the reasons for the failure to meet such submission or filing deadlines with the senior executives from the other necessary filings with other Governmental Entities relating to the Merger, and, party) and to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to the HSR Act and any other filings required or advisable in connection with the Foreign Antitrust Approvals or any other Antitrust Law. Parent shall be entitled to direct the antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other person relating to the Offer or the Merger or regulatory filings under applicable Antitrust Laws, provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such laws defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Entity with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such authorities investigations, litigation, negotiations and discussions to the extent requested by Parent. Without limiting the foregoing, the parties shall provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws. The parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iv) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws, and (vi) provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s right to direct the antitrust defense of the transaction contemplated by this Agreement, each of the Company and Parent agrees, and shall cause each of its Subsidiaries, to use reasonable best efforts to cause obtain any consents, clearances or approvals required under or in connection with the expiration HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or termination foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the applicable significant impediment of effective competition (collectively “Antitrust Laws”), to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate each and every impediment under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the HSR Act consummation of the Offer, the Merger and the receipt other transactions contemplated hereby to occur prior to the Termination Date, including but not limited to (x) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity, (y) if necessary to obtain clearance by any Governmental Entity before the Termination Date, offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of Required Approvals under such any and all of the capital stock, assets, rights, products or businesses of the Company and its Subsidiaries and any other laws restrictions on the activities of the Company and its Subsidiaries (but not, in each case, of Parent or from such authorities as soon as practicable any of its Subsidiaries other than the Company and its Subsidiaries), and (iiz) not to extend contesting, defending and appealing any waiting period under threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the HSR Act or enter into ability of any agreement with the FTC or the DOJ not party hereto to consummate the transactions contemplated by this Agreementhereby, except with and taking any and all other actions to prevent the prior written consent of the other parties hereto (which shall not be unreasonably withheld entry, enactment or delayed)promulgation thereof.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents hereof and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable cause the conditions set forth in Article VI to be obtained from any third party and/or any Governmental Entity in order satisfied on or prior 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 all such Necessary Consents and the Required ApprovalsClosing. In furtherance and not in limitation of the foregoing, each of Valero and UDS party hereto agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) hereby as promptly as practicable, appropriate filings with practicable after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, date hereof and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to such laws or by such authorities the HSR Act and to use reasonable best efforts take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable practicable. Nothing contained in this Agreement (including but not limited to Sections 5.3(a) and 5.3(d)) will require or obligate the Parent or any of its Subsidiaries (i) to agree to or otherwise become subject to any adjustment in, or forbearance from requesting changes in, authorized rates of Parent or any of its respective Subsidiaries, or to any material limitations on (A) the right of Parent, Merger Sub, SJW or their affiliates to acquire, hold or effectively to control or operate the business, assets or operations of SJW or (B) the right of Parent to exercise full rights of ownership of the SJW Common Stock acquired by Parent including, without limitation, the right to vote any SJW Common Stock held by Parent on all matters properly presented to the shareholders, or (ii) not to extend agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent portion (other than a de minimis portion) of the other parties hereto (which shall not business, assets, or operations of SJW, Parent or any of their respective subsidiaries. Notwithstanding anything to the contrary contained herein, in no event will any party or their respective subsidiaries be unreasonably withheld or delayed)required to waive any of the conditions to the Merger set forth in Article VI of this Agreement as they apply to such party.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will of the Company, the Seller and the Seller’s Affiliates, on the one hand, and the Purchaser Parties, on the other hand, shall use its respective reasonable best efforts to take, or (i) cause the Transactions to be takenconsummated as soon as practicable, (ii) obtain all actions or non-actions, approvals, consents, waivers, registrations, permits, authorizations and do, other confirmations from any Governmental Authority or cause to be done, all things third party necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereofpracticable, including the Regulatory Approvals, (iiii) preparing make promptly any required submissions and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, filings under applicable Antitrust Laws and other documents and Foreign Investment Laws or otherwise required to obtain as promptly as practicable all Necessary Consents and all other 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act Regulatory Approvals with respect to the transactions contemplated herebyTransactions, (iv) promptly furnish information required in connection with such submissions and filings under such Antitrust Laws and Foreign Investment Laws or such other submissions to obtain any other Regulatory Approvals, and (v) keep the other Parties reasonably informed with respect to the status of any such submissions and filings under Antitrust Laws and Foreign Investment Laws or otherwise made in connection with obtaining any other Regulatory Approvals, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) as promptly as practicablethe expiration of any waiting period, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicablethe commencement or proposed or threatened commencement of any investigation, all litigation or administrative or judicial action or proceeding under Antitrust Laws and Foreign Investment Laws or such Laws applicable with respect to any other necessary filings Regulatory Approvals and (D) the nature and status of any objections raised or proposed or threatened to be raised under Antitrust Laws and Foreign Investment Laws or such Laws applicable with respect to any other Governmental Entities relating Regulatory Approvals with respect to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)Transactions.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each Each party hereto will use its reasonable best efforts to take, shall make or cause to be takenmade, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and in cooperation with the other transactions contemplated by this Agreement as soon as practicable after parties and to the date hereof, including (i) preparing extent applicable and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, (and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from in any third party and/or any Governmental Entity in order to consummate event within ten (10) Business Days) after 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees Date: (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with Offer and the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, Merger; and (Cii) as promptly as practicable, all other necessary filings filings, forms, declarations, notifications, registrations and notices with other Governmental Entities Bodies under other applicable Antitrust Laws relating to the Offer and the Merger. Subject to Sections 5.5(b), and5.5(c) and 5.5(d) and upon the terms and conditions set forth herein, each party shall use its reasonable best efforts to: (A) respond to supply or otherwise resolve as promptly as practicable any requests for additional information made by the U.S. Department of Justice or documentation that may any other Governmental Body; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel; and (D) take, or cause to be requested pursuant to such laws or by such authorities and to use reasonable best efforts taken, all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement foreign Antitrust Law. In connection with the FTC foregoing: (1) whenever possible, each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the DOJ not other to consummate review and discuss in advance, and consider in good faith the transactions contemplated by this Agreement, except with the prior written consent views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body with respect to the Merger, subject to advice of such party’s antitrust counsel; (2) where reasonably practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the opportunity to attend and/or participate; (which 3) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending any meetings, conferences or conversations, the attending party shall not be unreasonably withheld keep the other reasonably apprised with respect thereto; and (4) the parties hereto shall, to the extent practicable, consult and cooperate with one another in connection with any information or delayed)proposals submitted in connection with proceedings under or relating to any Antitrust Law.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto 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, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger Mergers and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, and authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Mergers or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") Transactions and (ii) using its reasonable best efforts taking all steps as may be necessary to obtain all such Necessary Consents waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and the Required Approvalsapprovals. In furtherance and not in limitation of the foregoing, each of Valero and UDS Party agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) Transactions as promptly as practicable, appropriate filings with and in any event within twenty (20) business days after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar lawsexecution of this Agreement (unless a later date is mutually agreed between the Parties), and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable and advisable any additional information or documentation and documentary material that may be requested pursuant to such laws or by such authorities the HSR Act and to use reasonable best efforts take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)practicable.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will Such Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, cooperate with the Company and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofin accordance with its terms, including (i) preparing and filing as promptly as practicable all documentation but not limited to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary taking any actions or advisable to be obtained from making any third party and/or any Governmental Entity in order to consummate the Merger public or any private communications with stockholders of the other Company that recommends or encourages any actions in contravention of the transactions contemplated by this Agreement Agreement. Such Purchaser shall cause the shares of Common Stock beneficially owned by such Purchaser and its controlled affiliates, if any, to continue to be held at least until and through the record date of the Special Meeting and to be voted in favor of the Transaction Proposals pursuant to the terms hereof at the Special Meeting. At the request of the Company or the Investor, any such Purchaser who beneficially owns shares of Common Stock will provide written confirmation and reasonable support to confirm such Purchaser voted such shares in favor of the Transaction Proposals within the later of three business days from such request or ten calendar days prior to the date that the Special Meeting is scheduled to occur. Notwithstanding anything to the contrary in this Agreement, Xxxxxxxxxxx and its Representatives shall be permitted prior to 5:00 p.m. (collectivelyEastern Time) on May 3, 2024 to enter into any agreement, discussion or negotiation with, or provide information to, or solicit, encourage, facilitate or induce any inquires or proposals from, any other person with respect to, and related only to an Alternative Transaction, and participate in any such Alternative Transaction, provided that (i) any such actions taken by Xxxxxxxxxxx or its representatives shall not be deemed a violation of Section 8(e) hereof by the "Required Approvals") Company or its Representatives, and (ii) using its reasonable best efforts to obtain all such Necessary Consents and unless this Agreement is terminated by the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (iCompany under Section 12(a) to make enter into a Superior Transaction, Xxxxxxxxxxx (A) prior shall cause its shares of Common Stock beneficially owned by it and its controlled affiliates, if any, to May 31, 2001, an appropriate filing continue to be held at least until and through the record date of a Notification the Special Meeting and Report Form to be voted in favor of the Transaction Proposals pursuant to the HSR Act terms hereof at the Special Meeting, and (B) shall not make any public announcement with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except Agreement that discourages stockholders to approve the Transaction Proposals or with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)respect to any Alternative Transaction.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will of the Company, Parent and Merger Sub shall use its reasonable best efforts to 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 and regulations to consummate the Merger and the other transactions contemplated by this Agreement to be consummated as soon promptly as reasonably practicable after on the date terms and subject to the conditions hereof. Without limiting the foregoing, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 each of the other transactions contemplated by this Agreement (collectivelyCompany, the "Required Approvals") Parent and (ii) using Merger Sub shall use its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees efforts: (iA) to make promptly any required submissions under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (Athe “HSR Act”) prior to May 31and any applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”) which the Company or Parent determines should be made, 2001in each case, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to this Agreement, the Merger and the other transactions contemplated hereby, (B) as promptly as practicable, appropriate filings to furnish information required in connection with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period submissions under the HSR Act or enter into any agreement Foreign Antitrust Law, (C) to keep the other parties reasonably informed with respect to the status of any such submissions under the HSR Act or any Foreign Antitrust Law, including with respect to: (1) the receipt of any non-action, action, clearance, consent, approval or 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 the HSR Act, FTC Act, Cxxxxxx Act, Sxxxxxx Act or any Foreign Antitrust Law and (4) the DOJ not nature and status of any objections raised or proposed or threatened to consummate be raised under the transactions contemplated by HSR Act, FTC Act, Cxxxxxx Act, Sxxxxxx Act or any Foreign Antitrust Law with respect to this Agreement, except the Merger or the other transactions contemplated hereby and (D) to obtain all necessary actions or non-actions, waivers, consents, clearances and approvals from any Governmental Entity and (ii) Parent, Merger Sub and the Company shall cooperate with one another: (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other supranational, national, federal, state, foreign or local Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the prior written consent Company’s business in connection with this Agreement, the Merger or the consummation of the other parties hereto transactions contemplated hereby and (which shall not be unreasonably withheld B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or delayed)waivers.

Reasonable Best Efforts. (a) Subject to the terms Sections 5.4(c) and conditions of this Agreement5.5, each party hereto will of the Company and Parent shall reasonably cooperate with and assist the other party, and shall (and shall cause their respective Subsidiaries and Representatives to) use its all of their respective reasonable best efforts efforts, to promptly: (i) take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents and to (ii) obtain as promptly as practicable and maintain all Necessary Consents and all other (A) approvals, consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable other confirmations required to be obtained from any third party and/or other Person, including any Governmental Entity in order Entity, that are necessary, proper or advisable to consummate the Merger and other transactions contemplated hereby and (B) any notices or consents disclosed or required to be disclosed on the Company Disclosure Schedule or required to prevent the occurrence of an event reasonably likely to have an adverse effect on the Company or its Subsidiaries (or their respective rights, properties or assets) after the Effective Time, in each case, in the most expeditious manner practicable, but in any event before the Termination Date. Subject to Section 5.4(c), except as otherwise expressly contemplated hereby, each of the Company and Parent shall not, and shall cause its respective Subsidiaries not to, take any action or knowingly omit to take any action 37 within its reasonable control where such action or omission would, or would reasonably be expected to, result in (A) any of the other transactions contemplated by this Agreement (collectively, conditions to the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and Merger set forth in Article 6 not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) being satisfied prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, Termination Date or (B) as promptly as practicable, appropriate filings with a material delay in the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to satisfaction of such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)conditions.

Reasonable Best Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each party hereto will of the Company, the ESOP and Merger Sub 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 doto do promptly, or cause to be donedone promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the ESOP Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties and all consents, approvals and waivers from third parties reasonably requested by the ESOP to be obtained in respect of the Company Material Contracts in connection with the Merger, this Agreement or the transactions contemplated by this Agreement (it being understood that the failure to receive any such consents, approvals or waivers shall not be a condition to the ESOP’s and Merger Sub’s obligations hereunder, except with respect to the consents set forth on Section 6.1(d) of the Company Disclosure Schedule), (iii) the defending of 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 and applicable laws (iv) the execution and regulations delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after Agreement; provided, however, that in no event shall the date hereofESOP, including (i) preparing and filing as promptly as practicable all documentation Merger Sub, the Company or any of its Subsidiaries be required to effect all necessary applicationspay prior to the Effective Time any fee, notices, petitions, filings, and penalty or other documents and consideration to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or for any Governmental Entity in order to consummate consent or approval required for the Merger or any consummation of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment under any contract or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)agreement.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, Purchaser and the Company will each party hereto will use its reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under this Agreement and applicable laws and regulations laws, so as to consummate permit consummation of the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable and otherwise to enable consummation of the Transactions, including the taking of all documentation to effect all actions set forth in Schedule 5.01(a) and providing each other Party cooperation reasonably necessary applications, notices, petitions, filingsin connection therewith, and each will cooperate fully with, and furnish information to, the other documents and Party to obtain as promptly as practicable all Necessary Consents and all other consentsthat end; provided, waiversthat if any objections are asserted with respect to the Transactions under Exon-Xxxxxx or any Applicable Antitrust Law, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable if any suit is threatened to be obtained from any third party and/or instituted, by any Governmental Entity in order Authority or any private party challenging any of the Transactions or otherwise brought under Exon-Xxxxxx or any Applicable Antitrust Law that would prohibit or materially impair or materially delay the consummation of the Transactions, the Parties each agree to consummate take actions that may be reasonably necessary to resolve any objections as may be asserted under Exon-Xxxxxx (including by CFIUS) and such Applicable Antitrust Law with respect to the Merger (including disposing of or holding separate any businesses or assets of the Company, Parent or any of their respective Affiliates under the HSR Act); provided, that notwithstanding any provision of this Agreement to the contrary, this Agreement shall not require Parent or any of its Affiliates (i) to agree to any prohibition, limitation or restriction on the operations of the Company, Parent or any of their respective Affiliates, or any material portion of the business or assets of the Company, Parent or any of their respective Affiliates, as a result of the Merger or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and Transactions or (ii) using its reasonable best efforts to obtain all such Necessary Consents and compel the Required Approvals. In furtherance and not in limitation Company, Parent or any of their respective Affiliates to dispose of or hold separate any portion of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment business or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination assets of the applicable waiting periods under Company, Parent or any of their respective Affiliates that would reasonably be expected to have a material adverse effect on the HSR Act financial condition, results of operations, assets, or business of (x) the Company and its Subsidiaries, taken as a whole, or (y) Parent and its Subsidiaries taken as a whole (measured against the receipt financial condition, results of Required Approvals under such other laws operations, assets and business of the Company and its Subsidiaries, taken as a whole), as a result of the Merger or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which Transactions. Notwithstanding anything in this Agreement to the contrary, no action taken by Parent, Purchaser or any of their respective Affiliates pursuant to this Section 5.01 shall not be unreasonably withheld entitle Parent or delayed)Purchaser to any diminution of the Merger Consideration.

Reasonable Best Efforts. (a) Subject Notwithstanding anything in this Agreement to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 (collectivelycontrary, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) parties hereto agree to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings required by applicable foreign Antitrust Laws (collectively, “Foreign Antitrust Approvals”) with respect to the transactions contemplated hereby, (B) hereby as promptly as practicablepracticable and in any event prior to the expiration of any applicable legal deadline (provided, appropriate filings that the submission or filing (i) of a Notification and Report Form pursuant to the HSR Act will be made within twenty (20) Business Days of the date of this Agreement and (ii) for applicable foreign Antitrust Laws shall be submitted by the parties with the European Commissionrelevant notification forms, or a draft thereof, for jurisdictions where submission of a draft prior to formal notification is appropriate, within sixty (60) calendar days of the date of this Agreement; provided, further that, in the case of clause (ii), if requireda party is not prepared to file any such submission or filing within such period, in accordance the senior executives shall discuss the reasons for the failure to meet such submission or filing deadlines with applicable competition, merger control, antitrust, investment or similar laws, the senior executives from the other party) and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation and documentary material that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other filings required in connection the receipt Foreign Antitrust Approvals or any other Antitrust Law. The parties shall also consult and cooperate with one another, and consider in good faith the views of Required Approvals one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws. Without limiting the foregoing, the parties hereto agree to (i) give each other laws or from such authorities as soon as practicable and reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iv) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (vi) provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, each of Broadcom and the Avago Parties agrees, and shall cause each of their respective Subsidiaries, to take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”), and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate each and every impediment under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Transactions and the other transactions contemplated hereby to occur prior to the Termination Date, including but not limited to (u) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity, (v) if necessary to obtain clearance by any Governmental Entity before the Termination Date, offering, negotiating, committing to, taking and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the share capital, assets, rights, products or businesses of the Avago Parties and their Subsidiaries and Broadcom and its Subsidiaries, and any other actions that limit the freedom of action with respect to, or the ability to retain, any of the businesses the Avago Parties and their Subsidiaries and Broadcom and its Subsidiaries, (w) agreeing or proffering to limit in any manner whatsoever or not to extend exercise any waiting period under rights of ownership of any securities (including the HSR Act or Broadcom Common Shares), (x) agreeing to enter into any agreement with that limits in any way the FTC ownership or operation of any business of the DOJ not Avago Parties and their Subsidiaries and Broadcom and its Subsidiaries, (y) agreeing to enter into any commercially reasonable agreement to guarantee the supply of products to customers or to establish firewalls to protect customer confidential information and (z) contesting, defending and appealing any lawsuit or other legal proceeding, whether judicial or administrative, threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party hereto to consummate the transactions contemplated by hereby and taking any and all other actions to prevent the entry, enactment or promulgation thereof; provided, however, that, notwithstanding anything to the contrary in this Agreement, except with in no event shall the prior written consent Avago Parties, Broadcom or any of their respective Subsidiaries be obligated to commit to any actions that would reduce the reasonably anticipated benefits to the Avago Parties (including anticipated synergies) of the other parties hereto (which shall not be unreasonably withheld or delayed)transactions contemplated by this Agreement in an amount that is financially material relative to the value of Broadcom and its Subsidiaries as a whole.

Reasonable Best Efforts. (a) Subject to Each of the terms Company, Parent and conditions of this AgreementMerger Sub shall use its reasonable best efforts to, each party hereto will and shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, and cooperate with the other Parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law or otherwise to consummate and make effective the Merger and each of the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereofof this Agreement, including (iii) preparing and filing cause each of the conditions to the Merger set forth in Article VI to be satisfied as promptly as practicable all documentation to effect all necessary applicationsafter the date of this Agreement, notices(iii) obtain, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents after the date of this Agreement, from any Governmental Entities, and all other maintain, any consents, licenses, permits, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable orders required to be obtained from by Parent or the Company or any third party and/or of their respective Subsidiaries, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iv) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity Entity), and pay any fees due in order connection therewith, with respect to consummate this Agreement, 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make required under (A) prior to May 31the Exchange Act, 2001and any other applicable federal or state securities Laws, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicableany other applicable Law (including any antitrust or competition Law); provided, appropriate filings that each of the Company, Parent and Merger Sub shall cooperate with the European Commissionother Parties in connection with (x) preparing and filing the Proxy Statement and any Other Filings, if (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in accordance connection with applicable competition, merger control, antitrust, investment the consummation of the Merger or similar laws, any of the other transactions contemplated by this Agreement and (Cz) as seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly as practicable, furnish to each other all information required for any application or other necessary filings filing under the rules and regulations of any applicable Law in connection with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable Merger or any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party hereto will of the Purchaser Parties, NCIC and NSP agrees to use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under to fulfill all conditions applicable to such party pursuant to this Agreement and applicable laws to consummate and regulations make effective, as promptly as reasonably practicable (it being the understanding of the parties that they shall use all commercially reasonable efforts to cause the Closing Date to take place no later than fifty (50) days after the date of this Agreement), the Mergers and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary, proper or advisable actions or nonactions, waivers, consents and approvals from Governmental Entities and other third parties and the making of all necessary, proper or advisable registrations, filings and notices and the taking of all reasonable steps as may be necessary to obtain an approval, waiver, consent or exemption from any Governmental Entity, (ii) the obtaining of all necessary, proper or advisable consents, approvals, waivers or exemptions from non-governmental third parties, and (iii) the execution and delivery of any additional documents or instruments necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of this Agreement. The parties shall cooperate with each other and promptly prepare and file all necessary documentation, effect all applications, notices, petitions and filings (including, to the extent necessary, any notification required by the HSR Act, which shall be filed by the Purchaser Parties no later than ten days after the date of this Agreement), and shall use reasonable best efforts to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary, appropriate or advisable to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party of the parties hereto will shall (and shall cause each of their applicable affiliates to) use its reasonable best efforts to take, or cause to be taken, all actions, and use its reasonable best efforts to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate consummate, as promptly as practicable, the Merger Stock Purchase and the other transactions contemplated by this Agreement, including, with respect to Buyer, complying with and (upon request by the Sellers) undertaking to any Governmental Authority (including Gaming Authorities) to comply and cause its affiliates to comply with its obligations under Section 8 of the Company Confidentiality Agreement and making, and causing its affiliates to make, any similar undertakings and representations to such Governmental Authority to the extent necessary to permit the Closing to occur as soon as practicable after possible following the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of Without limiting the foregoing, each of Valero and UDS agrees the parties agree to use its respective reasonable best efforts to (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant cause the conditions to the HSR Act with respect Stock Purchase set forth in Section 1.03 to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply be satisfied as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause remain satisfied through the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and Fourth Closing, (ii) not to extend obtain promptly all necessary consents, approvals, orders, waivers, findings of qualification and/or suitability and authorizations of, actions or non-actions by, any waiting period under the HSR Act Governmental Authority (including Gaming Authorities) or enter into any agreement third party necessary in connection with the FTC or the DOJ not to consummate consummation of the transactions contemplated by this Agreement, except including the Stock Purchase, and make all necessary registrations, declarations and filings with, and notices to, any Governmental Authorities (including pursuant to any applicable Antitrust Law necessary to start any applicable waiting period and including under Gaming Laws) and take all reasonable steps as may be necessary to obtain an approval from, or to avoid a suit, action, proceeding or investigation by, any Governmental Authority or other Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Stock Purchase; provided, that, in no event shall the Sellers or any of their subsidiaries be required to pay, prior to the Closing, any fee, penalty or other consideration to obtain any consent, approval, order, waiver or authorization in connection with the transactions contemplated by this Agreement, including the Stock Purchase, other than amounts that are advanced or reimbursed substantially simultaneously by Buyer and (iii) execute and deliver any additional instruments necessary to consummate the Stock Purchase and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. In no event shall the Sellers be required to agree to take or enter into any action which is not conditioned upon the consummation of the Stock Purchase; provided, that, notwithstanding the foregoing, it is understood and agreed that any failure by the Sellers to agree to any such obligation or concession by reason of Buyer’s withholding its written consent of from the other parties hereto (which Sellers to do so shall not be unreasonably withheld or delayed)constitute a breach by the Sellers of this Section 4.02.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, the Company and Parent shall each party hereto will 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 the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Contemplated Transactions; (ii) obtain from any Governmental Entities 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 performance of this Agreement and the consummation of the 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 this Agreement and the Merger required under (A) any applicable federal or state securities laws and regulations (B) any other applicable Law; provided, that 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; (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 Contemplated Transactions, including defending any lawsuits or other Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Contemplated Transactions; and (viii) execute and deliver any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed).Contemplated Transactions; provided,

Reasonable Best Efforts. (a) Subject Both before and after the Closing, subject to the terms and conditions of this Agreement, each party hereto will shall use its or his reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate and make effective the Merger and the other transactions contemplated by under this Agreement as soon as practicable after the date hereofAgreement, including using reasonable best efforts to accomplish the following: (i) preparing and filing as promptly soon as practicable (but in no event later than ten (10) Business Days after the date of this Agreement in respect of any such filings required in connection with the HSR Act) all documentation forms, registrations and notices relating to effect all necessary applicationsantitrust, noticescompetition, petitions, filings, and trade or other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable regulatory matters that are required by applicable Law to be obtained from any third party and/or any Governmental Entity filed in order to consummate the Merger or any of the other transactions contemplated by this Agreement hereby and the taking of such actions as are reasonably necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Authority relating to antitrust, competition, trade or other regulatory matters (collectively, the "Required “Regulatory Approvals"”), including (a) and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form filings pursuant to the HSR Act with respect to the transactions contemplated herebyUnited States Federal Trade Commission (the “FTC”) and with the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and (b) preparing and filing, (B) as promptly soon as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment any form or similar laws, and (C) as promptly as practicable, all other necessary filings with report required by any other Governmental Entities Authority relating to the Mergerany Regulatory Approval, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not taking all actions necessary to extend cause all conditions set forth in Section 9 and Section 10 (including the prompt termination of any waiting period under the HSR Act or enter into (including any agreement with extension of the FTC or the DOJ not initial 30-day waiting period thereunder)) to be satisfied as soon as practicable, and (iii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by hereby and to fully carry out the purposes of this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed).

Reasonable Best Efforts. (ai) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Applicable Laws to consummate the Merger Transaction and the other transactions contemplated by this Agreement as soon as practicable after the date hereofof this Agreement, including (iA) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 Authority in order to consummate the Merger Transaction or any of the other transactions contemplated by this Agreement (collectively, the "“Required Approvals"”) and (iiB) using its taking all reasonable best efforts as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero the Company and UDS Parent agrees (i1) to make as promptly as practicable after the date of this Agreement (Aand, in any event, within ten (10) prior to May 31, 2001, business days) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B2) to make as promptly as practicable, appropriate filings with practicable after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, date of this Agreement all other necessary filings with other Governmental Entities Authorities relating to the MergerTransaction under any Foreign Antitrust Laws, and, and (3) to supply as promptly as practicable any additional information or documentation documentary material that may be requested pursuant to such laws the HSR Act or any Foreign Antitrust Laws or by such authorities Governmental Authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws Foreign Antitrust Laws or from such authorities Governmental Authorities as soon as practicable practicable. In furtherance and (ii) not in limitation thereof of the foregoing, Parent and the Company shall request and shall use reasonable best efforts to extend any obtain early termination of the applicable waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)Act.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto The Parties will use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under this Agreement to cause each of the conditions in Article VII to be satisfied and applicable laws consummate and regulations make effective in the most expeditious manner possible, and prior to consummate the Merger Outside Date, the Transactions (and not have the other transactions contemplated by this Agreement as soon as practicable Transactions unwound after the date hereofEffective Time), including (i) preparing the preparation and filing as promptly as practicable of all documentation forms, registrations and notices required to effect be filed with any Governmental Entity to consummate the Transactions, (ii) taking all actions necessary applicationsto obtain (and to cooperate with each other in obtaining) any consent, noticesauthorization, petitionsOrder or approval of, filingsor any exemption by, any Governmental Entity (which actions will include furnishing all information required under the HSR Act, and any other documents Antitrust Laws or FDI Laws listed in Section 7.1(b) of the Company Disclosure Letter and to obtain as promptly as practicable all Necessary Consents and all in connection with approvals of or filings required by any other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable Governmental Entity) to be obtained from any third party and/or any Governmental Entity in order to consummate or made by the Merger Parties or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not their respective Subsidiaries in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings connection with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC Transactions or the DOJ not to consummate the transactions taking of any action contemplated by this Agreement, except with (iii) the prior written consent execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement, and (iv) taking all actions reasonably necessary to avoid that the Transactions are unwound after the Effective Time. Additionally, the Parties will not, will cause their Subsidiaries to not, and SDB and Parent will cause SJL to not, take any action, or authorize or agree to take or make any commitment to take any action or enter into any Contract that would reasonably be expected to materially impede, materially interfere with, or materially delay the consummation of the Merger or the other parties hereto Transactions, including (which shall x) acquiring any other Person or business (other than pursuant to this Agreement) or any material assets or properties of any other Person (whether by merger, tender offer, consolidation, purchase of property or otherwise) or (y) making any material investment in any other Person or business either by purchase of stock or securities, contributions to capital, property transfers or purchase of assets or properties of any Person, except in each case of the foregoing clauses (x) or (y) for acquisitions or investments that would not reasonably be unreasonably withheld expected to materially impede, materially interfere with or delayed)materially delay the consummation of the Merger or the other Transactions. For purposes of this Section 6.3, Parent and SDB will cause SJL to take all actions that it would be required to take as though it were a Parent Party under this Agreement.

Reasonable Best Efforts. (a) Subject to From the terms and conditions date of this AgreementAgreement until the Closing or the earlier termination of this Agreement in accordance with its terms, each party hereto will of the 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 the other Parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofmake effective, including (i) preparing and filing as promptly as practicable prior to the Termination Date, the Transactions in accordance with the terms of this Agreement and the Tender and Support Agreement, including: (1) the taking of all documentation acts necessary to effect all necessary applications, notices, petitions, filings, cause the conditions to the Offer and other documents and the conditions to obtain as promptly as practicable all Necessary Consents and all other 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) be satisfied as promptly as practicable; (2) the obtaining of all necessary actions or nonactions, appropriate waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations, notices and filings (including filings with Governmental Authorities) and the European Commissiontaking of all steps as may be necessary to obtain an approval or waiver from, if requiredor to avoid an action or proceeding by, in accordance with applicable competitionany Governmental Authority; (3) the avoidance of each and every impediment under any antitrust, merger control, antitrust, investment competition or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation trade regulation law that may be requested pursuant asserted by any Governmental Authority with respect to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination any aspect of the applicable waiting periods under Transactions so as to enable the HSR Act and the receipt of Required Approvals under such other laws or from such authorities Closing to occur as soon as practicable reasonably possible; (4) the obtaining of all necessary consents, approvals or waivers from other third parties, including any such consents, approvals or waivers required in connection with any divestiture; (5) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or delaying, preventing or restraining the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated, overturned or reversed, including by vigorously pursuing all available avenues of administrative and judicial appeal; and (ii6) not to extend the execution and delivery of any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not additional instruments necessary to consummate the transactions contemplated by Transactions and to fully carry out the purposes of this Agreement and the Tender and Support Agreement; provided, except however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any material fee, penalty or other consideration in connection with obtaining any consent without the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed)Parent.

Reasonable Best Efforts. (a) Subject to Each of Company and Parent shall cooperate with and assist the terms other party, and conditions of this Agreement, each party hereto will shall use its reasonable best efforts efforts, to promptly (i) take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsfilings, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, ordersstatements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all approvals, consents, registrations, permits, rulings, authorizations and clearances necessary or advisable other confirmations required to be obtained from any third party and/or other Person, including any Governmental Entity in order Entity, that are necessary, proper or advisable to consummate the Merger and other transactions contemplated hereby in the most expeditious manner practicable, but in any event before the Termination Date. Except as otherwise expressly contemplated hereby, each of Company and Parent shall not, and shall cause its Subsidiaries not to, take any action or knowingly omit to take any action within its reasonable control where such action or omission would, or would reasonably be expected to, result in (A) any of the other transactions contemplated by this Agreement (collectively, conditions to the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and Merger set forth in ARTICLE 6 not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) being satisfied prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, Termination Date or (B) as promptly as practicable, appropriate filings with a material delay in the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment satisfaction of such conditions. Neither Parent nor Company will directly or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to indirectly extend any waiting period under the HSR Act or other Regulatory Laws or enter into any agreement with the FTC a Governmental Entity to delay or the DOJ not to consummate the transactions contemplated by this Agreement, Agreement except with the prior written consent of the other parties hereto (other, which consent shall not be unreasonably withheld in light of closing the transactions contemplated by this Agreement on or delayed)before the Termination Date.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, the Company and Purchaser shall each party hereto will 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 the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Contemplated Transactions; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company, Purchaser or any of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and applicable laws the consummation of the Contemplated Transactions; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and regulations thereafter make any other required submissions, with respect to consummate this Agreement, the Offer, the Merger and the other transactions contemplated by Contemplated Transactions 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, that the Company and Purchaser 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 (10) days after the date of this Agreement and under any applicable competition, antitrust or investment Laws of jurisdictions other than the United States as soon promptly as practicable after the date hereofof 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 Contemplated Transactions; (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 Contemplated Transactions; (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 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 Order that would restrain, prevent or delay the consummation of the Contemplated Transactions, including defending any Legal Proceedings challenging this Agreement or the consummation of the Contemplated Transactions; and (iviii) preparing execute and filing as promptly as practicable all documentation deliver any additional instruments necessary to effect all necessary applicationsconsummate the Contemplated Transactions; provided, notices(Y) that in no event shall the Company or any of its Subsidiaries be required to pay, petitionsprior to the Effective Time, filingsany fee, and penalty or other documents and consideration to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or for any Governmental Entity in order to consummate consent or approval required for the Merger or any consummation of the Contemplated Transactions under any Contract (except for ordinary course fees or other transactions contemplated by this Agreement (collectively, consideration which are not greater in the "Required Approvals") aggregate than $250,000); and (iiZ) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not that in limitation of the foregoing, each of Valero and UDS agrees obtaining consent or approval from any Person (iother than a Governmental Entity) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated herebyContemplated Transactions, (BI) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with without the prior written consent of the other parties hereto (Purchaser, which shall not be unreasonably withheld withheld, conditioned or delayed, none of the Acquired Corporations shall pay or commit to pay any amount to any Person or incur any liability or other obligation and (II) neither Purchaser nor Sub shall be required to pay or commit to pay any amount or incur any liability or obligation greater in the aggregate than $250,000. Without limiting this Section 6.8, Purchaser agrees to take, or to cause to be taken, any and all reasonable steps and to make any and all undertakings reasonably necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Law that may be asserted by any United States Governmental Entity with respect to the Offer and the Merger so as to enable the consummation of the transactions contemplated hereby to occur as soon as reasonably possible (and in any event, no later than the 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 Purchaser (or its Subsidiaries) or the Company or its Subsidiaries or otherwise taking or committing to take actions that limit Purchaser’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Purchaser (or its Subsidiaries) or the Company, 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 consummation of the transactions contemplated hereby; provided, that the Purchaser and its Subsidiaries shall not be required to sell, divest or dispose of assets or businesses (i) to the extent that doing so could be reasonably expected to have a material adverse effect on Purchaser and its Affiliates, including the Surviving Corporation and its Subsidiaries, taken as a whole, (ii) constituting any material trademarks of the Acquired Corporations, (iii) that are material to the consummation of the Debt Financing, or (iv) to the extent that doing so would, or would be reasonably expected to, materially adversely affect the Company’s interest in the Company Owned Real Property. No party to 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, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything in this Agreement to the contrary, materials provided pursuant to this Section 6.8 may be redacted (x) to remove references concerning the valuation of the business of the Company and its Subsidiaries, (y) as necessary to comply with contractual arrangements and (z) as necessary to address reasonable privilege or confidentiality concerns.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto Party will and will cause each of its affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereofof this Agreement, including (ix) preparing and filing filing, in consultation with the other Party and as promptly as reasonably practicable and advisable after the date of this Agreement, all documentation to effect all necessary applications, notices, petitions, filings, filings and other documents and to obtain as promptly as reasonably practicable all Necessary Consents and all other consents, waivers, licenses, orderswaiting period expirations or terminations, registrations, approvals, permits, rulings, Permits and authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") Transactions and (iiy) using its reasonable best efforts taking all steps as may be reasonably necessary to obtain all such Necessary Consents waiting period expirations or terminations, waivers, registrations, Permits and authorizations, and to conclude all investigations by any Governmental Authority of the Merger and the Required Approvalsother Transactions. In furtherance and not in limitation of the foregoing, each of Valero and UDS Party agrees (i) to make all necessary applications, notices, petitions and filings required, or in lieu thereof a request for a waiver of filing, with respect to this Agreement or the Transactions (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to in connection with the pre-merger notification under the HSR Act with respect to as promptly as reasonably practicable but in no case later than ten (10) Business Days after the transactions contemplated herebydate of this Agreement, (B) in connection with the pre-merger notification under the Israeli Economic Competition Law-1988 (the “Israeli Competition Law”), as promptly as practicable, appropriate filings with reasonably practicable but in no case later than ten (10) Business Days after the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, date of this Agreement and (C) with any other Governmental Authority in a jurisdiction set forth on Section 7.1(c) of the Company Disclosure Letter, as promptly as practicablereasonably practicable after the date of this Agreement (in each case, all unless another date is mutually agreed between counsel for the Parties), or where the ability to control timing of the application, notice, petition or filing is not within the control of the submitting Party, commence pre-submission consultation procedures for, any applications notices, petitions or filings (and thereafter make any other necessary filings with other Governmental Entities relating to the Merger, and, to supply required submissions and respond as promptly as reasonably practicable to any requests for additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable documentary material), and (ii) not to extend promptly (x) determine whether any waiting period other filings are required or are advisable to be made with, and whether any other consents, approvals, permits or authorizations are required or advisable to be obtained from, any Governmental Authority under the HSR Act or enter into any agreement other applicable Law in connection with the FTC Transactions, and if so, to prepare and file as promptly as reasonably practicable any such filings and to seek any such other consents, approvals, permits or authorizations (the DOJ not filings described in the foregoing clauses (i) through (ii) collectively, “Regulatory Filings”) and (y) (1) provide written notice to consummate the transactions contemplated by this Agreementeach other Party of any information request received from a Governmental Authority in an Active Investigation, except (2) coordinate with the prior written consent of the other parties hereto Parties with respect to responding to such information request, and (which shall not be unreasonably withheld or delayed)3) respond to such information request.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, filings and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 ApprovalsREQUIRED APPROVALS") and (ii) using its taking all reasonable best efforts steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero Buyer and UDS the Company agrees (i) to make make, as promptly as practicable, (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, hereby and (B) as promptly as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities Governmental Entities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities Governmental Entities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Notwithstanding anything to the contrary in this Agreement, neither Buyer nor the Company nor any of their respective Subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest or agree to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Buyer (assuming the Merger has been consummated) or to substantially impair the benefits to Buyer, as of the date hereof, to be realized from consummation of the Merger, and neither Buyer or the Company shall be required to agree to or effect any divestiture, hold separate any business or take any other action that is not conditional on the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will of the Company, Parent and Merger Sub shall use its reasonable best efforts to 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 and regulations to consummate the Merger and the other transactions contemplated by this Agreement to be consummated as soon promptly as reasonably practicable after on the date terms and subject to the conditions hereof. Without limiting the foregoing, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 each of the other transactions contemplated by this Agreement (collectivelyCompany, the "Required Approvals") Parent and (ii) using Merger Sub shall use its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees efforts: (iA) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to promptly any required submissions under the HSR Act and any applicable Foreign Antitrust Laws which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the other transactions contemplated hereby, (B) as promptly as practicable, appropriate filings to furnish information required in connection with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period submissions under the HSR Act or enter into any agreement Foreign Antitrust Law, (C) to keep the other parties reasonably informed with respect to the status of any such submissions under the HSR Act or any Foreign Antitrust Law, including with respect to: (1) the receipt of any non-action, action, clearance, consent, approval or 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 the HSR Act, FTC Act, Xxxxxxx Act, Xxxxxxx Act or any Foreign Antitrust Law and (4) the DOJ not nature and status of any objections raised or proposed or threatened to consummate be raised under the transactions contemplated by HSR Act, FTC Act, Xxxxxxx Act, Xxxxxxx Act or any Foreign Antitrust Law with respect to this Agreement, except the Merger or the other transactions contemplated hereby and (D) to obtain all necessary actions or non-actions, waivers, consents, clearances and approvals from any Governmental Entity and (ii) Parent, Merger Sub and the Company shall cooperate with one another: (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other supranational, national, federal, state, foreign or local Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the prior written consent Company’s business in connection with this Agreement, the Merger or the consummation of the other parties hereto transactions contemplated hereby and (which shall not be unreasonably withheld B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or delayed)waivers.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of provided in this Agreement, except as otherwise provided in this Agreement, each party hereto will of the parties to this Agreement shall use its reasonable best efforts to take, take or cause to be takentaken all action, all actions, and do, to do or cause to be done, done and to assist and cooperate with the other parties to this Agreement in doing all things necessary, proper or advisable under this Agreement and applicable laws and regulations Applicable Law to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all Necessary Consents and all other 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 all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as practicable, appropriate filings with the European Commission, if requiredeffective, in accordance with applicable competitiona reasonably expeditious manner, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except including, but not limited to: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of all necessary actions or nonactions, consents and approvals from any Governmental Entity or other persons necessary in connection with the prior written consent consummation of the transactions contemplated by this Agreement and the making of all necessary registrations and filings (including filings with Governmental Entities if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Entity or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions performed or consummated by such party in accordance with the terms of this 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 such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement. Without limiting the foregoing, each Company and Parent shall promptly (and in no event later than ten (10) business days following the date that this Agreement is executed) make or cause to be made all Filings required by the parties hereto (which to this Agreement or on their behalf under the HSR Act or Applicable Foreign Antitrust Law relating to the transactions contemplated hereby and shall not be unreasonably withheld or delayed)use their reasonable best efforts to cause the waiting period thereunder to expire as quickly as possible.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 6.4, each party hereto will Party shall take, or refrain from taking, the following actions: Section 6.5.1 Each of the 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 the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by provided for in this Agreement as soon as practicable after the date hereofAgreement, including including, but not limited to, (i) preparing and filing as promptly soon as practicable (but in no event later than ten (10) Business Days after the date of this Agreement in respect of any such filings required in connection with the HSR Act or the Competition Act) of all documentation to effect all necessary applicationsforms, notices, petitions, filings, registrations and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable notices required to be obtained from any third party and/or any Governmental Entity in order filed to consummate the Merger or any of the other transactions contemplated by this Agreement and the taking of 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 relating to antitrust, merger and acquisition, competition, trade, banking or other regulatory matters (collectively, the "Required “Regulatory Approvals"”), including (a) and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“Antitrust Division”), (b) filings pursuant to the Competition Act with respect to the transactions contemplated herebyCommissioner, (Bc) filings pursuant to any federal or state banking Laws, including the Change in Bank Control Act, the Bank Merger Act, the Bank Holding Company Act of 1956, as promptly amended, and the Home Owners’ Loan Act, as amended, and (d) the preparation and filing, as soon as practicable, appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment of any form or similar laws, and (C) as promptly as practicable, all other necessary filings with report required by any other Governmental Entities Entity relating to the Mergerany Regulatory Approval, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend causing the satisfaction of all conditions set forth in Article 7 (including the prompt termination of any waiting period under the HSR Act or enter into (including any agreement with extension of the FTC initial thirty (30) day waiting period thereunder)) or the DOJ not waiting period relating to any other Regulatory Approval, including the Competition Act, (iii) defending all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this 42 Agreement, in each case until the issuance of a final, non-appealable Order and (iv) seeking to have lifted or rescinded any injunction or restraining order or other Order which may adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable Order. Without limiting the foregoing, Parent shall, and shall cause each other member of the Parent Group to, propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or any other member of the Parent Group or, effective as of the Effective Time, the Surviving Corporation or its Subsidiaries or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, properties or services of Parent, any other member of the Parent Group, the Surviving Corporation or its Subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any injunction or restraining order or other Order in any suit or proceeding by a Governmental Entity challenging the transactions contemplated by this Agreement as violative of any applicable antitrust or competition Law or to remove or resolve any objection by any Governmental Entity with jurisdiction over enforcement of any applicable antitrust or competition Law that may otherwise adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement in an expeditious manner. Section 6.5.2 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, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, properties or services of the Company or any of the Company Subsidiaries; provided that any such action shall be conditioned upon the consummation of the Merger and the transactions contemplated by this Agreement. Section 6.5.3 Each Party shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Entity in connection with the transactions provided for in this Agreement. Parent and the Company shall have the right to review in advance, 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. Section 6.5.4 Each Party shall (i) subject to Section 6.5.5 below, respond as promptly as reasonably practicable under the circumstances to any inquiries received from the FTC, the Antitrust Division or the Commissioner and to all inquiries and requests received from any state or federal banking regulator or any other Governmental Entity in connection with Regulatory Approvals and antitrust matters, (ii) not extend any waiting period under the HSR Act (except with the prior written consent of the other parties hereto (Parties hereto, which consent shall not be unreasonably withheld or delayed).) and (iii) not enter into any agreement with the FTC, the Antitrust Division, the Commissioner or any other Governmental Entity not to consummate the Merger and the transactions contemplated by this Agreement. 43