Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, 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 its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to ----------------------- the conditions set forth hereinin this Agreement, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (iia) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vd) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting ; provided, however, that the foregoing, -------- ------- Company shall be under no obligation to take any action to the Company and its extent that the Board of Directors shallshall conclude in good faith, if any takeover statute or similar Legal Requirement is or becomes after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated herebylaw.

Reasonable Best Efforts. (a) Subject to the express provisions terms and conditions of this Agreement (including Section 5.2 8.3 (which shall exclusively govern any actions by the parties required in respect of any reports, schedules, forms certificates, prospectuses and registration statements, proxy and other statements required to be filed with the SEC in connection with the Transactions, including the SpinCo Registration Statements and the BellRing Proxy Statement), Section 8.6 and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein8.7(b)), each of the parties agrees hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use its their) respective reasonable best efforts to promptly 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 doingall things, all things necessary, proper or advisable on its part under this Agreement to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts preparing and filing promptly and fully all documentation to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of effect all necessary actions or nonactionsfilings, waiversnotices, consentspetitions, approvalsstatements, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations submissions of information, applications and filings other documents. (including registrations, declarations and filings with Governmental Entities, if anyb) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation Each of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) 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, parties hereto shall use its reasonable best efforts to ensure that (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Merger Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, and (ii) keep the other transactions contemplated parties informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions. Subject to applicable Laws, each of the parties hereto shall have the right to review in advance and approve (such approval not to be unreasonably withheld, delayed or conditioned) all of the information relating to such party and its respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority by a party hereto in connection with the Transactions. No party hereto shall independently participate in any formal or informal meeting with any Governmental Authority in respect of any material communication or any filings, submissions, investigations or other inquiry, without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 8.7, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority or other Person with respect to the Transactions. Notwithstanding the foregoing or any other provision of this Agreement, neither BellRing nor SpinCo (nor Post on behalf of SpinCo) shall, without the other party’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 8.7 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 11.1(a) so long as such party has up to then complied in all material respects with its obligations under this Section 8.7, (ii) require any party to offer, accept or agree to (A) dispose or hold separate (in trust or otherwise) any part of its businesses, operations, assets or product lines (or a combination of BellRing’s and SpinCo’s respective businesses, operations, assets or product lines) or otherwise rearrange the composition of its assets, (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, any party may be consummated carry on business in any part of the world (including such party’s freedom of action with respect to future acquisitions of assets or businesses or its full rights of ownership with respect to any assets and businesses held as promptly as practicable on of the terms contemplated date hereof or at the Closing) and/or (D) take any action to impose restrictions or limitations upon the exercise of full rights of ownership by any holder of capital stock of Post, BellRing or SpinCo, or otherwise to require the repurchase, redemption, deemed transfer, divestiture or other disposition (by forced sale or otherwise) of the capital stock held by any holder of shares of Post, BellRing or SpinCo, or (iii) require any party to this Agreement and to contest or otherwise to minimize resist any administrative or judicial action or proceeding, including any proceeding by a private party, challenging any of the effect Transactions as violative of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyany Antitrust Law.

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 conditions of this Agreement, the conditions set forth herein, each of the parties agrees to Company and Parent shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable after the date hereof and in no event later than the End Date, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any), (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that the Company shall not be obligated to make effectiveany payment or commercial concession to any Third Party, or incur any liability, as a condition to (or in connection with) obtaining any such consent or waiver, unless such payment, concession or liability is requested by Parent and is conditioned and effective only upon the Closing), and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Parent’s and Merger Sub’s obligations under this Agreement (including this Section 6.12) are subject to, and the parties hereto agree to, the terms and conditions set forth on Section 6.12(a) of the Parent Disclosure Schedule, and Parent and Merger Sub shall not be in breach of this Agreement to the extent Parent or Merger Sub relies on or acts in accordance with the limitations set forth in Section 6.12(a) of the Parent Disclosure Schedule. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than ten (10) Business Days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement; provided that if there are any changes in the most expeditious manner practicableapplicable regulations under the HSR Act between the date hereof and the date of filing pursuant to the HSR Act, then the Company and Parent shall use reasonable best efforts to file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as commercially practicable thereafter; (ii) except as otherwise set forth in Section 6.12(b) of the Company Disclosure Schedule, promptly, but in no event later than twenty (20) Business Days after the date hereof, make all filings necessary to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and shall cause the expiration or termination of any applicable waiting periods, as may be required under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 7.01(c) of the Company Disclosure Schedule (to the extent required or advisable); and (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Authority under applicable Antitrust Laws or Foreign Investment Laws in connection with the Merger and the other transactions contemplated by this Agreement, including using as well as any information required to be submitted to comply with a request for additional information in order to commence or end a statutory waiting period. Parent shall pay all filing fees under the HSR Act and other applicable Antitrust Laws or Foreign Investment Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Authority in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws, in connection with the Merger or the other transactions contemplated by this Agreement. (c) Without limiting the generality of anything contained in this Section 6.12, each party hereto shall use reasonable best efforts to accomplish the followingto: (i) give the taking other parties prompt notice of all reasonable acts necessary the making or commencement of any substantive request, inquiry or Proceeding by any Governmental Authority with respect to cause the conditions precedent set forth in Article VI to be satisfied, Merger and the other transactions contemplated by this Agreement; (ii) keep the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject other parties reasonably informed as to the limitations set forth hereinstatus of any such request, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation inquiry or proceeding by any Governmental Entity, Proceeding; (iii) promptly inform the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending other parties of any suitssubstantive communication to or from the FTC, claims, actions, investigations DOJ or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) 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 Authority to the Merger, this Agreement or any of extent regarding the Merger and the other transactions contemplated by this Agreement, use its reasonable best efforts or regarding any such request, inquiry or Proceeding, and provide a copy of all substantive written communications; and (iv) in the case of Parent, pull and re-file any notice under the HSR Act only after consulting in good faith with the other party. Subject to ensure Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear 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 shall consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be; provided, however, that either party may limit access to information solely to those individuals acting as outside antitrust counsel for the other parties (provided that such counsel shall not disclose such information to such other parties and shall enter into a joint defense agreement with the providing party). In addition, except as may be consummated prohibited by any Governmental Authority or by any Applicable Law, in connection with any such request, inquiry or Proceeding in respect of the Merger and the other transactions contemplated by this Agreement, each party hereto will permit authorized Representatives of the other party to be present at each substantive meeting or conference relating to such request, inquiry or Proceeding and to have access to and be consulted in connection with any substantive document, opinion or proposal made or submitted to any Governmental Authority in connection with such request, inquiry or Proceeding. (d) In furtherance and not in limitation of the foregoing, Xxxxxx agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the Antitrust Laws that may be required by any Governmental Authority, so as promptly to enable the parties hereto to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable on (and in any event no later than the terms End Date), including (i) committing to or effecting, by consent decree, hold separate order, trust, or otherwise, the sale, divestiture, license, transfer, assignment or other disposition of assets or businesses of the Company or its Subsidiaries and controlled Affiliates, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of the Company or its Subsidiaries and controlled Affiliates and (iii) creating or consenting to create or enter into any agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an Order or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets, by consenting to such action by the Company; provided, however, that any such action may, at the discretion of the Company, be conditioned upon consummation of the Merger and the other transactions contemplated by this Agreement) (each action contemplated by clauses (i) through (iii) a “Specified Action”). Parent and the Company shall cooperate in any proposal, negotiation, or offer to commit and to effect, by consent decree, hold separate order or otherwise, any and all Specified Actions or otherwise to offer to take or offer to commit (and if such offer is accepted, commit to and effect) to take any Specified Action as may be required to resolve any Governmental Authority’s objections to the Merger and the other transactions contemplated by this Agreement; provided, that Parent shall control strategy, communications, and timing with respect to parties’ efforts to obtain any necessary or advisable consents, approvals or non-objections, or expiration or termination of any waiting period under any Antitrust Laws. The Company shall not take or commit to take any Specified Action without Parent’s consent. (e) In the event that any Proceeding is commenced challenging the Merger and the other transactions contemplated by this Agreement and otherwise such Proceeding seeks, or would reasonably be expected to minimize seek, to prevent consummation of the Merger and the other transactions contemplated by this Agreement, Parent and Merger Sub shall take any and all action with respect to the Parent or the Company or their respective Subsidiaries and controlled Affiliates to resolve any such Proceeding and each of the Company, Parent and Merger Sub shall cooperate with each other to contest any such Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and the other transactions contemplated by this Agreement. (f) Neither Parent nor Merger Sub shall, nor shall they permit Silver Lake Alpine Fund II, L.P. or any of their respective Subsidiaries and controlled Affiliates (for the avoidance of doubt, excluding portfolio companies of any Equity Investor) to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such Legal Requirement on acquisition would reasonably be expected to (x) impose any material delay in the Mergerobtaining of, or materially increase the risk of not obtaining any applicable clearance, consent, approval, waiver, waiting period expiration or termination, non-action or other authorization, or cause Parent, Merger Sub or the Company to be required to obtain any additional clearance, consent, approval, waiver, waiting period expiration or termination, non-action or other authorization, under Applicable Laws with respect to the Merger and the other transactions contemplated by this Agreement and Agreement, (y) materially increase the risk of any Governmental Authority entering an Order prohibiting the transactions contemplated herebyby this Agreement, or (z) materially delay the consummation of the transactions contemplated by this Agreement. (g) Notwithstanding the foregoing or any other provision of this Agreement, except as expressly set forth in Section 6.12(f) (subject to the limitations therein) or in Schedule 6.12 of the Company Disclosure Schedule, nothing in this Section 6.12 or any other provision of this Agreement shall require Parent or Merger Sub to, or cause any of their Affiliates to, take or agree to take, or to refrain from taking, any action contemplated by Section 6.12, including any Specified Action, with respect to the assets, properties, business or operations of (x) any Affiliates of the Parent, including Silver Lake, any investment funds or investment vehicles affiliated with, or managed or advised by, Silver Lake, or any portfolio company (as such term is commonly understood in the private equity industry) or direct or indirect investment of Silver Lake or of any investment fund or investment vehicle, or any interest therein, in each case, other than the Company, or its Subsidiaries and controlled Affiliates or (y) any Equity Investor or any Affiliates of any Equity Investor, or their respective portfolio companies (as such term is commonly understood in the private equity industry).

Reasonable Best Efforts. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law. (b) Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to achieve satisfaction of the Conditions and to consummate the Acquisition and make effectiveeffective the Transactions, in as soon as practicable after the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementdate hereof, including using reasonable best efforts to accomplish the following: in (i) preparing and filing, in consultation with the taking of other Party and as promptly as practicable and advisable after the date hereof, all reasonable acts documentation to effect all necessary applications, notices, petitions, filings, and other documents and to cause the conditions precedent set forth in Article VI obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be satisfiedobtained from any third party and/or any Governmental Entity in order to consummate the Acquisition, Scheme, or any of the other Transactions, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) andincluding any required action or non-action from the applicable Governmental Entities under the Antitrust Laws, subject the DPA, Foreign Investment Laws, or other Laws related to the limitations set forth herein, the taking of all steps Regulatory Clearances and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the contesting and defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the transactions contemplated herebyAcquisition or any of the other Transactions, including (A) seeking to have any stay or temporary restraining order (or other Order) entered by any court or Governmental Entity vacated, reversed or terminated and (B) defending through litigation on the merits any claim asserted in court by any Person to avoid entry of, or to have vacated, reversed or terminated, any Order (whether temporary, preliminary or permanent) that would restrain or prevent Completion from occurring prior to the Outside Date. In furtherance and not in limitation of the foregoing, each Party agrees to make, as promptly as reasonably practicable, (I) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (II) a joint voluntary notice with the Committee on Foreign Investment in the United States in accordance with Section 721 of the Defense Production Act of 1950, as amended (the “DPA”), (III) any filing, notification, submission or report required pursuant to non-U.S. Antitrust Laws, (IV) appropriate filings, notifications, submissions or reports, if any are required or voluntarily submitted, pursuant to the Foreign Investment Laws and (V) appropriate filings, notifications, submissions or reports related to all other Regulatory Clearances. (c) Each of Aon and WTW shall, in connection with the efforts referenced in Section 8.2(b), (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication, inquiry or investigation received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; provided, however, that materials may be redacted or withheld (A) to remove references concerning the valuation of Aon, WTW or any of their Subsidiaries, (B) as necessary to comply with contractual arrangements in effect as of the date hereof, and (C) as necessary to address reasonable privilege or confidentiality concerns (collectively, “Permitted Redactions”); and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any Proceeding by a private party, with any other Person subject to Permitted Redactions, and to the extent permitted by the DOJ, the FTC or any other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any meeting, telephone call or conference with the DOJ, the FTC or any other Governmental Entity vacated or reversed, other Person. (d) In furtherance 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 not in limitation of the transactions contemplated by covenants of the Parties contained in Section 8.2 and this AgreementSection 8.2(d), each Party shall use its reasonable best efforts to ensure resolve objections, if any, as may be asserted with respect to the Transactions under any Antitrust Law or the DPA, Foreign Investment Laws, or other Laws related to the Regulatory Clearances including agreeing to any terms, conditions or modifications (including Aon, WTW or any of their respective Subsidiaries having to immediately cease operating, license, sell or otherwise dispose of any assets or businesses (including the requirement that any such assets or businesses be held separate)) (such actions, “Disposition Actions”) with respect to obtaining the expiration or termination of any waiting period or any consents, permits, waivers, approvals, authorizations or orders in connection with the consummation of the Transactions; provided, however, neither WTW nor Aon shall be required to take, and neither WTW nor Aon shall take without the prior written consent of the other Party, such Disposition Actions under this Section 8.2(d) that would result in, or would be reasonably likely to result in, the sale or disposition of assets or businesses and/or the termination of any business (in any jurisdiction(s)) that directly generated more than $1,800,000,000 of the annual combined consolidated revenues of Aon and its Subsidiaries and WTW and its Subsidiaries during the 12 month period ending as of December 31, 2019 (the “Disposition Cap”). Notwithstanding the foregoing, subject to Section 8.2(e), at the written request of Aon, WTW shall, and shall cause its Subsidiaries to, agree to take any such Disposition Actions, including any such Disposition Actions that would result in, or would be reasonably likely to result in the sale or disposition of assets or businesses and/or the termination of any business (in any jurisdiction(s)) in excess of the Disposition Cap, so long as the effectiveness of such actions are conditioned upon Completion. Nothing in this Section 8.2(d) shall require Aon, WTW or their respective Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon Completion. (e) Subject to the last sentence of this Section 8.2(e), Aon and WTW shall jointly develop, and each of the Parties shall consult and cooperate with one another, and consider in good faith the views of one another, with respect to (i) the strategy, timing and form for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by, or execution of any remedy required by, any Governmental Entity that has authority to enforce any Antitrust Law or any Law related to any other Regulatory Clearance (including directing the timing, nature and substance of all such responses, including any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with the subject matter of this Section 8.2), and (ii) the defense and settlement of any action brought by or before any Governmental Entity that has authority to enforce any Antitrust Law; provided, however, that in the event of any disagreement between the Parties with respect to the matters described in the foregoing clause (i) or (ii), the General Counsel of Aon and the General Counsel of WTW shall seek to resolve such disagreement reasonably and in good faith; provided, that if the General Counsels of the Parties cannot resolve any such disagreement, the Chief Financial Officer of Aon and the Chief Financial Officer of WTW shall seek to resolve such disagreement reasonably and in good faith; provided, further, that if the Chief Financial Officers of the Parties cannot resolve any such disagreement, the Chief Executive Officer of Aon and the Chief Executive Officer of WTW shall seek to resolve such disagreement reasonably and in good faith; provided, further, that if the Chief Executive Officers of the Parties cannot resolve any such disagreement, the determination of the Chief Executive Officer of Aon shall prevail. (f) Subject to Section 8.2(d), each of Aon and WTW shall use its reasonable best efforts to obtain the expiration or termination of all waiting periods and all consents, waivers, authorizations and approvals of all third parties (other than Governmental Entities) necessary, proper or advisable for the consummation of the Transactions and to provide any notices to third parties required to be provided prior to the Effective Time; provided that, without the prior written consent of the other Party, neither Party shall incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain such consents or certificates. (g) In the event that the Merger and latest date on which the other transactions contemplated by this Agreement may be consummated High Court and/or the Panel would permit Completion to occur is prior to the Outside Date, the Parties shall use their respective reasonable best efforts to obtain consent of the High Court and/or the Panel, as promptly as practicable on the terms contemplated by this Agreement and otherwise applicable, to minimize the effect an extension of such Legal Requirement on latest date (but not beyond the MergerOutside Date). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the Outside Date, this Agreement and the transactions contemplated hereby.or

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, ; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, including all Necessary Consents, without limitation the consents referred to in the Company Disclosure Schedule; (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional instruments reasonably 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 and its board of directors and the Company and its Board board of Directors directors shall, if any state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and to otherwise act to eliminate or minimize the effect effects of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebytakeover statute.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and 4.2(b), upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 to consummate and make effective, in the most expeditious manner practicablepractical, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anysuch as those referred to in Sections 4.1(d)(1)-(4) and, subject to the limitations set forth herein, and 4.2(b)(1)-(3)) and the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consentswaivers, consents or approvals or waivers from third parties, including all Necessary Consents, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Without limiting the generality of the foregoing, each of the Company and the Trust shall, to the extent required under the HSR Act, promptly file or cause to be filed with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") notification and report forms pursuant to the HSR Act relating to the merger and the other transactions contemplated in this Agreement. The Company and the Trust shall promptly respond to any request for additional information or documenting material by the FTC or Antitrust Division and shall cooperate with each other to effect the expiration of any waiting periods applicable thereto as promptly as practicable. The Company and the Trust shall each consult with the other and use their reasonable best efforts to coordinate any communications or filings with the FTC and the Antitrust Division. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to this Agreement, the MergerStockholders Agreements, this Agreement the Merger or any of the other transactions contemplated by hereby or thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use its reasonable best efforts the Stockholders Agreements, the Merger or any other transaction contemplated hereby or thereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreements may be consummated as promptly as practicable practical on the terms contemplated by this Agreement herein and therein and otherwise to minimize the effect of such Legal Requirement statute or regulation on the Merger, Merger and the other transactions contemplated by this Agreement and the transactions contemplated herebyStockholders Agreements. In addition, the Trust undertakes and agrees to use its reasonable best efforts and to take all reasonable actions necessary to obtain the Commitment within the 30-day period specified in Section 3.2(e), to finalize the definitive documentation as promptly as practicable thereafter for the funding in full of the merger consideration that will become payable at the Effective Time and to cause the conditions to funding thereunder to be satisfied.

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 set forth herein5.2, each of the parties agrees to hereto will use its reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using . Such reasonable best efforts to accomplish the following: shall include, without limitation, (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or parties and governmental authorities necessary to the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, this Agreement and (vii) the execution opposing vigorously any litigation or delivery of any additional instruments necessary administrative proceeding relating to consummate this Agreement or the transactions contemplated byhereby, including, without limitation, promptly appealing any adverse court or agency order. Notwithstanding the foregoing or any other provisions contained in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation of any kind to agree with any Governmental Entity, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or any other party to fully carry out the purposes sell or otherwise dispose of, this Agreement. In connection hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, Parent or any of Parent's affiliates. (b) The Company shall give and make all required notices, filings and reports to the appropriate persons with respect to the Permits and without limiting Environmental Permits and comply with all applicable requirements under Environmental Laws that may be necessary for the foregoingsale and purchase of the business and the ownership, operation and use of the assets of Surviving Corporation by Parent after the Effective Time. (c) The Company and its Board of Directors shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by the foregoing and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this AgreementAgreement or any other transactions contemplated by the foregoing, use its reasonable best efforts take all action necessary to ensure that the Offer, 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 Legal Requirement statute or regulation on the MergerOffer, this Agreement the Merger and the other transactions contemplated herebyby this Agreement.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties NewCo REIT, W. P. Xxxxx, Merger Sub, CPA 15 Holdco and CPA15 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 to fulfill all conditions applicable to such party or its Subsidiaries pursuant to the Conversion Agreement and this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, the CPA15 Merger, the W. P. Xxxxx Conversion, the Reorganization and the other transactions contemplated by this Agreementthe Transaction Documents, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Conversion Agreement and this Agreement. In connection with addition, each of NewCo REIT, W. P. Xxxxx, Merger Sub, CPA15 and without limiting the foregoing, the Company CPA 15 Holdco agrees (and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable W. P. Xxxxx agrees to cause each other W. P. Xxxxx Subsidiary party to the Merger, this Agreement or any of the transactions contemplated by this Agreement, Reorganization) to use its reasonable best efforts to ensure that defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger and W. P. Xxxxx Conversion, the other transactions contemplated by this Agreement may be consummated as promptly as practicable on Conversion Agreement, the terms contemplated by this Agreement and otherwise to minimize Reorganization, the effect of such Legal Requirement on Merger, the CPA15 Merger, this Agreement and or the transactions contemplated herebyby the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of the Conversion Agreement, the Reorganization or this Agreement, the proper officers and directors of CPA15, CPA 15 Holdco, NewCo REIT, W. P. Xxxxx and Merger Sub shall take (and W. P. Xxxxx shall cause to be taken with respect to each other W. P. Xxxxx Subsidiary party to the Reorganization) all such necessary action. From the date of this Agreement through the Effective Time, CPA15 shall timely file, or cause to be filed, with the SEC all CPA15 SEC Documents required to be so filed. (b) Each of CPA15, CPA 15 Holdco, NewCo REIT, W. P. Xxxxx and Merger Sub shall give prompt notice to each other party if (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided that the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; and, provided further that failure to give such notice shall not be treated as a breach of covenant for the purposes of Sections 5.2(b) or 5.3(b), as the case may be.

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 conditions of this Agreement, the conditions set forth herein, Company and the Purchaser each of the parties agrees agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable. Following Closing, including using the Company and the Purchaser each agree to use their respective reasonable best efforts to accomplish obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that the following: Company and the Purchaser mutually agree should be sought in connection with the transactions contemplated by this Agreement and the other Transaction Documents. (b) In furtherance and not in limitation of the foregoing, following the Closing, in the event that the conversion of the Company Preferred Stock to Company Common Stock or the exercise of the Warrants by the Purchaser would require a filing under the HSR Act, then, the Purchaser, on the one hand, and the Company, on the other hand, shall (i) make an appropriate filing of a Notification and Report Form pursuant to the taking of HSR Act with respect to the transactions contemplated hereby as required by the HSR Act as promptly as practicable following such determination, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) use its reasonable best efforts to take all reasonable acts other actions necessary to cause the conditions precedent set forth expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, that nothing herein shall prohibit the Purchaser or the Company from, in Article VI good faith, seeking to be satisfiedlimit the scope or content of any such request. (c) In furtherance and not in limitation of the foregoing, (ii) following Closing, each of the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Company and the making of Purchaser shall use its respective reasonable best efforts to (i) cooperate in all necessary registrations, declarations respects with each other in connection with any filing or submission with a Governmental Authority in connection with this Agreement and filings (including registrations, declarations the other Transaction Documents or the transactions contemplated hereby and filings thereby and in connection with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding other inquiry by any or before a Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private party, including by (A) defending against all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the other Transaction Documents or the consummation or the transactions contemplated by this Agreement or the other Transaction Documents, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (B) seeking to have lifted or rescinded any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedOrder which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable Governmental Order with respect thereto and (vC) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated byhereby, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of (x) any substantive communications received by such party from, or given by such party to fully carry out the purposes of, this Agreement. In any Governmental Authority and of any substantive communications received or given in connection with and without limiting the foregoingany proceeding by a private party, 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 in each case regarding any of the transactions contemplated by this Agreement and (y) the status of any request, inquiry, investigation, action or legal proceeding from, by or before any Governmental Authority or third party with respect to the transactions contemplated by this Agreement. Subject to applicable Law relating to the exchange of information, each of the Company and the Purchaser shall have the right to review in advance, and will consult the other parties or party on and consider in good faith the views of the other parties or party in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Authority or by any applicable Law, in connection with any request, inquiry, investigation, action or legal proceeding by or from any Governmental Authority with respect to the transactions contemplated by this Agreement, each of the Company, on the one hand, and the Purchaser, on the other hand, will permit authorized representatives of the other party to be present at each substantive meeting or conference with a Governmental Authority relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with such request, inquiry, investigation, action or legal proceeding. With respect to any materials required to be given by either party to the other party pursuant to this Section 4.01(c), such first party may limit such materials to such second Party’s outside counsel and may redact or withhold competitively sensitive or confidential information, instead of directly to such second party. The obligations set forth in this Section 4.01(c) shall not apply with respect to the PRC Approvals, except that the Purchaser shall regularly update the Company and keep the Company informed on a reasonably timely basis as to the status and timing of all notifications and other substantive submissions to any PRC Governmental Authority and the expected timing of the PRC Approvals. (d) In furtherance and not in limitation of the foregoing, following Closing, each of the Company and the Purchaser shall use its their respective reasonable best efforts to ensure that resolve such objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the Merger transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Agreement shall require, or be construed to require, the Company or its Subsidiaries to agree to sell, hold, divest, discontinue or limit, before or after the Closing Date, any material assets, businesses or interests of the Company or any of its Subsidiaries (e) In furtherance and not in limitation of the foregoing, the Purchaser shall make all appropriate filings required in connection with this Agreement, the other Transaction Documents and the other transactions contemplated by this Agreement may be consummated and the other Transaction Documents with NRDC and MOFCOM as promptly as practicable on within the terms applicable period required by applicable Law, and with respect to the foreign exchange registration with the relevant SAFE or SAFE Designated Bank and all other filings, as promptly as practicable after obtaining or completing required prerequisite approvals and/or filings with respect to the outbound investment by the Purchaser contemplated hereby, and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to applicable Law in connection with the PRC Regulatory Filings, and use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to obtain the PRC Regulatory Filings as soon as is practicable and to avoid any impediment to the consummation of the transactions contemplated hereby under any applicable Laws of the PRC or orders from any PRC Governmental Authority, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as any PRC Governmental Authority or Person may assert under any applicable Laws of the PRC or orders from any PRC Governmental Authority with respect to this Agreement or the other Transaction Documents or the transactions contemplated hereby and thereby. (f) For the purposes of this Section 4.01, “reasonable best efforts” shall be deemed to include, subject to the proviso below, complying with any requirements of applicable Law or order of any Governmental Authority that may be imposed in connection with seeking and obtaining any consents, approvals, authorizations, waivers or exemptions of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement and otherwise Agreement; provided, that, for the purposes of this Section 4.01, “reasonable best efforts” shall not require, or be deemed to minimize require either party or any of its Affiliates to agree to or take any action that would result in any arrangements, conditions or restrictions imposed by any Governmental Authority that would, individually or in the aggregate, reasonably be expected to have (A) a material adverse effect of such Legal Requirement on the Merger, this Agreement and anticipated economic benefit or value that such party reasonably expects to be realized from the transactions contemplated herebyunder this Agreement or the other Transaction Documents or (B) a material adverse effect on the businesses of such party and its Subsidiaries and Affiliates, taken as a whole. (g) Notwithstanding anything to the contrary herein or in any of the other Transaction Documents (including the Warrants), if the conversion of the Company Preferred Stock or Company Common Stock or the exercise of the Warrants by the Purchaser following Closing would result in the requirement for any material approval of a Governmental Authority to be obtained, the Company shall use reasonable best efforts to promptly obtain such approval of such Governmental Authority so that the conversion of the Company Preferred Stock or Company Common Stock or the exercise of the Warrants by the Purchaser can be completed without delay.

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 set forth hereinin this Agreement, each of the parties hereto shall cooperate with each other and use (and shall 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, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary, or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement, including without limitation, those listed on Schedule 4.3(b) and 5.3(b). In furtherance and not in limitation of the foregoing, (A) each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Subject Transactions as promptly as practicable and in any event within five (5) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all actions, other actions consistent with this Section 7.9 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable and to do, or cause to be done, and to assist and cooperate with (B) each of 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 using hereto shall each use its reasonable best efforts to accomplish the following: (ix) the taking of take all reasonable acts action necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, 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 ensure that no state takeover statute or similar Legal Requirement Law is or becomes applicable to the Merger, Mergers or any of the transactions contemplated by this Agreement and (y) if any state takeover statute or similar Law becomes applicable to the Mergers or any of the transactions contemplated by this Agreement, use its reasonable best efforts take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be Mergers are consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement Law on the Merger, this Agreement Mergers and any of the transactions contemplated herebyby 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 hand. (b) Subject to applicable Law relating to the exchange of information, the Earthbound Group shall have the right to review in advance and, to the extent practicable, each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Buyer or the Earthbound Group, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement; provided, however, that with respect to any documents or materials required to be filed under the HSR Act or any antitrust or competition Laws of any other applicable jurisdiction that contain information that is confidential or proprietary to the providing party, such party shall not be required to provide such information directly to the third party and/or Governmental Entity. In exercising the foregoing rights, each of the Earthbound Group and Buyer shall act reasonably and as promptly as practicable.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties Parties (other than the Stockholder Representative) 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (ia) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI VIII to be satisfied, ; (iib) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (filings, including registrations, declarations and filings with Governmental Entities, if any) and, subject and any filings required pursuant to the limitations set forth herein, antitrust laws and the taking of all commercially reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Legal Proceeding; (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consentsany consents referred to on Schedule 4.5(b) of the Company Disclosure Letter (it being understood, for the avoidance of doubt, that nothing herein shall require the Company in connection therewith to incur any liability or expense or subject itself, any of its Subsidiaries or the business of the foregoing to any imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their assets or properties); (ivd) the termination of each agreement set forth on Schedule 7.5(d) of the Company Disclosure Letter; (e) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vf) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement. In connection with and without limiting the foregoing, Agreement shall be deemed to require Parent or the Company and its Board of Directors shall, if to agree to any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable imposition of any limitation on the terms contemplated by this Agreement ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and otherwise to minimize capital stock, or the effect incurrence of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyany liability or expense.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Purchase Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with 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 AgreementPurchase Agreement and the Collateral Agreements, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consentspermits, approvals, orders consents and authorizations approvals from Governmental Entities Bodies and the making of all necessary registrations, declarations notices, amendments, applications and other filings (including registrations, declarations and filings with Governmental EntitiesBodies, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental EntityBody, (iii) the obtaining of all necessary consents, approvals approvals, releases or waivers from third partiesThird Parties, including all Necessary Consentsconsent to and approval of the novation or assignment of Contracts, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Purchase Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, and reversed (v) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementPurchase Agreement and the Collateral Agreements, (vi) the implementation of the provisions of Section 5.4 in a manner that avoids the interruption of the provision of pay and employee benefits from and after the Closing Date and (vii) the provision by Seller to Buyer of at least two weeks advance notice of any material Benefit Plan changes that impact Business Employees. In connection with and without Not limiting the generality of the foregoing, the Company Seller and its Board of Directors Buyer shall, if or shall cause any takeover statute ultimate parent entity with respect thereto to, use reasonable best efforts to (a) take promptly all actions necessary to make the filings required under the HSR Act or similar Legal Requirement is Competition Laws of any foreign jurisdiction (and in any event each party shall, or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreementshall cause its ultimate parent entity to, use its reasonable best efforts to, make such filings no later than the date that is 10 Business Days after the date hereof), (b) comply at the earliest practicable date with any request for additional information received by Seller or Buyer or their Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to ensure that the Merger HSR Act or Competition Laws of any foreign jurisdiction, and (c) cooperate with each other in connection with their respective filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Purchase Agreement may be consummated as promptly as practicable on commenced by either the terms contemplated Federal Trade Commission, the Antitrust Division of the Department of Justice or state attorneys general or any foreign jurisdiction. For purposes of this Section 5.5, the reasonable best efforts of any party hereto shall include payment by this Agreement such party (or its Affiliates) of all standard fees and otherwise to minimize the effect expenses which are legal obligations of such Legal Requirement on party related to obtaining any consents from a Governmental Body, including all fees incurred in connection with all filings under any Competition Laws (including the Merger, this Agreement HSR Act and the transactions contemplated herebyEC Common Market).

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees Company, Parent and Merger Sub shall use (and shall cause their respective Subsidiaries to use its use) their respective reasonable best efforts (unless, with respect to any action, another standard for performance is expressly provided for herein) to cooperate with each other and 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 hereto in doing, all things necessary, proper or advisable to consummate and make effectiveconsummate, in the most expeditious manner as promptly as reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the followingto: (i) the taking of take all reasonable acts necessary to cause (A) in the case of the Company, the conditions precedent to the Closing set forth in Article VI Section 8.1 or Section 8.2 to be satisfied, or (B) in the case of Parent and Merger Sub, the conditions to the Closing set forth in Section 8.1 or Section 8.3 to be satisfied, in each case, as promptly as reasonably practicable; (ii) the obtaining of obtain all necessary actions or nonactions, waivers, consents, approvals, orders orders, waivers and authorizations from of, actions or nonactions by, any Governmental Entities Authority or any third party necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of make all necessary registrations, declarations and filings with, and notices to, any Governmental Authorities (including registrations, declarations pursuant to any Regulatory Law) and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of take all reasonable steps and remedies as may be necessary to avoid any a suit, claim, action, proceeding or investigation or proceeding by by, any Governmental Entity, Authority; (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execute and (v) the execution or delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of, of this Agreement; provided, however, that all obligations of the Company, Parent and Merger Sub relating to the Debt Financing shall be governed exclusively by Section 7.13, and not this Section 7.2. (b) In furtherance and not in limitation of the foregoing, each party hereto agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within ten (10) Business Days of the date of this Agreement, (y) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (z) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act as soon as practicable. In connection with and without Without limiting the foregoing, the Company parties shall request and its Board shall use reasonable best efforts to obtain early termination of Directors the waiting period under the HSR Act. (c) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, if any takeover statute or similar Legal Requirement is or becomes applicable in connection with the efforts referenced in this Section 7.2 to the Merger, this Agreement or any of obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement, use its reasonable best efforts, subject to applicable Laws, to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”) or any other Governmental Authority and of any communication received or given in connection with any Proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority or, in connection with any Proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything to the contrary contained in this Agreement, Parent, after prior consultation with the Company and after considering the Company’s views, to the extent practicable, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust or competition clearances and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining any necessary antitrust or competition clearances. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 7.2, if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Law or which could prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Company shall use its reasonable best efforts to ensure that resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger and or the other transactions contemplated by hereby. (e) In furtherance and not in limitation of the covenants of the parties in this Section 7.2, Parent hereby agrees that the “reasonable best efforts” standard shall require, if necessary, Parent to, and to cause any of its Subsidiaries or other Affiliates to, (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate, and (B) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other encumberment, or holding separate, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent (or any of its Subsidiaries or other Affiliates), and (ii) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability, in any material respect, to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates); provided that Parent’s obligations under clauses (i) and (ii) above shall only apply to assets, licenses, operations, rights, product lines, businesses or interests therein of Parent (or any of its Subsidiaries or other Affiliates) which, in the aggregate, generated less than $58.0 million of the combined consolidated revenues of Parent and its Subsidiaries during Parent’s fiscal year ended September 24, 2011; provided further, however, that nothing in this Agreement may shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger or the other transactions contemplated hereby relating to any Regulatory Law or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Regulatory Law. (f) Subject to the obligations under Section 7.2(d), in the event that any administrative or judicial Proceeding is instituted (or threatened to be consummated as promptly as practicable on instituted) by a Governmental Authority or private party challenging the terms Merger or any other transaction contemplated by this Agreement Agreement, or any other agreement contemplated hereby, each of Parent, Merger Sub and otherwise the Company shall use its respective reasonable best efforts to minimize the cooperate in all respects with each other and to contest and resist any such Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyby this Agreement.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 to consummate and make effective, in as soon as possible following the most expeditious manner practicabledate hereof, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: in (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain a Required Consent from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, including all Necessary Consents, (iviii) the contesting and defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement, (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Merger and (vi) unless there has been a Company Recommendation Change made in compliance with Section 5.2(c) or Section 5.2(e) (in the case of the Company’s obligation to use its reasonable best efforts) or a Parent Recommendation Change made in compliance with Section 5.3(c) or Section 5.3(e) (in the case of Parent’s obligation to use its reasonable its best efforts), obtaining the Company Shareholder Approval and the Parent Shareholder Approval. In connection with furtherance and without limiting not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, (ii) appropriate filings, if any are required, pursuant to foreign Antitrust Laws as promptly as practicable, and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the use of “reasonable best efforts” in this Section 6.3 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 the parties or their subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time would limit the Company’s or Parent’s or their subsidiaries’ or affiliates’ freedom of action or operations with respect to, or their ability to retain, one or more of its or their subsidiaries’ businesses, product lines or assets, in each case (A) 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 consummation of the Transactions, (B) conditioned upon the consummation of the Merger, and (C) unless such sale, divestiture, disposition, restriction or action would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of Parent, the Company and their respective subsidiaries, taken as a whole, provided, however, that for this purpose, Parent, the Company and their respective subsidiaries, taken as a whole, shall be deemed a consolidated group of entities of the size and scale of a hypothetical company that is 100% of the size of the Company and its Board subsidiaries, taken as a whole, as of Directors shallthe date of this Agreement (a “Regulatory Material Adverse Effect”). (b) The parties shall jointly develop, if and each of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any takeover statute analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or similar Legal Requirement is submitted by or becomes applicable on behalf of any party, hereto in connection with proceedings under or relating to any Antitrust Law or approval of any Governmental Entity prior to their submission. Each of the Mergerparties shall (i) promptly notify the other party of any communication inquiry or investigation received by that party from, or given by it to, any Governmental Entity and, subject to Applicable Law, permit the other party to review in advance any proposed communication to any such Governmental Entity and incorporate the other party’s reasonable comments, (ii) not agree to participate in any meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or any of the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that the Merger and unless, to the extent reasonably practicable, it consults with the other transactions contemplated party in advance and, to the extent permitted by this Agreement may be consummated as such Governmental Entity, gives the other party the opportunity to attend and participate therein and (iii) promptly as practicable furnish the other party with copies of all correspondence, filings and written communications between them and their affiliates and their respective officers, directors, employees and Representatives, on one hand, and any such Governmental Entity or its respective staff on the terms contemplated by this Agreement and otherwise other hand, with respect to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyMerger in order for such other party to meaningfully consult and participate in accordance with the preceding clauses (i) and (ii), provided that materials furnished pursuant to this Section 6.3(b) may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 to consummate and make effective, in as soon as possible following the most expeditious manner practicabledate hereof, the Merger Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: in (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain a Required Consent from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, including all Necessary Consents, (iviii) the contesting and defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, and (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Mergers. In connection with furtherance and without limiting not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the Company and its Board of Directors shallHSR Act with respect to the transactions contemplated hereby as promptly as practicable, (ii) appropriate filings, if any takeover statute or similar Legal Requirement is or becomes applicable are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the use of “reasonable best efforts” in this Agreement Section 6.3 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 Effective Time would limit HoldCo’s or its subsidiaries’ or affiliates’ freedom of action or operations with respect to, or its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case (A) 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 consummation of the transactions contemplated by this AgreementAgreement and (B) conditioned upon the consummation of the Mergers. (b) The parties shall jointly develop, use its reasonable best efforts and each of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of 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 ensure that any Antitrust Law prior to their submission. Each of the Merger and parties shall (i) promptly notify the other transactions contemplated party of any communication inquiry or investigation received by that party from, or given by it to, any Governmental Entity and, subject to Applicable Law, permit the other party to review in advance any proposed communication to any such Governmental Entity and incorporate the other party’s reasonable comments, (ii) not agree to participate in any meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement may be consummated as or the Mergers unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate therein and (iii) promptly as practicable furnish the other party with copies of all correspondence, filings and written communications between them and their affiliates and their respective officers, directors, employees and Representatives, on one hand, and any such Governmental Entity or its respective staff on the terms contemplated by this Agreement and otherwise other hand, with respect to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyMerger in order for such other party to meaningfully consult and participate in accordance with the preceding clauses (i) and (ii), provided that materials furnished pursuant to this Section 6.3(b) may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 6.2 and Section 5.3 6.3 hereof and upon the terms and subject to the conditions set forth herein, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby 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 its all 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

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 set forth hereinof this Agreement, including Section 8.02(b), each of the parties agrees to Company and Parent shall, and each shall cause its Subsidiaries to, use its their respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate the Mergers and other transactions contemplated hereby, (x) including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings, (ii) obtaining as promptly as practicable and thereafter maintaining all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Mergers or other transactions contemplated hereby, and complying with the terms and conditions of each Consent, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement, including in seeking to obtain as promptly as practicable any required Consents and (y) which includes contesting (which includes by litigation) any (i) action, suit, investigation or proceeding brought by any Governmental Authority in a federal, state or administrative court seeking to enjoin, restrain, prevent, prohibit or make effectiveillegal consummation of the Mergers or other transactions contemplated hereby or seeking damages or to impose any terms or conditions in connection with the Mergers or (ii) Order that has been entered by a federal, state or administrative court that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Mergers or other transactions contemplated hereby or imposes any damages, terms or conditions in connection with the most expeditious manner practicableMergers or other transactions contemplated hereby. The parties understand and agree that Parent’s obligation to use its reasonable best efforts set forth in this Section 8.02(a) includes taking all actions and doing all things necessary, proper or advisable under Applicable Law (including divestitures, hold separate arrangements, the Merger termination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships, the acceptance of restrictions on business operations, and the entry into other commitments and limitations) to obtain the governmental approvals described in clauses (x), (y) and (z) of the first sentence of Section 8.02(b) to consummate the Mergers and the other transactions contemplated by this Agreementhereby so long as such actions would not have and would not reasonably be expected to have, including using reasonable best efforts to accomplish individually or in the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedaggregate, (ii) the obtaining of all necessary actions a Regulatory Material Adverse Effect on Parent or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, 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 its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyCompany.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actionsactions (including entering into transactions), and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to prepare the Consent Statement and the Schedule 13E-3 and to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking prompt making of all reasonable acts necessary their respective filings and thereafter the making of any other required submission with respect to cause the conditions precedent set forth in Article VI to be satisfiedMerger, (ii) the obtaining of all additional necessary actions or nonactionsnon-actions, waivers, consentsconsents and approvals from any applicable federal, approvalsstate, orders and authorizations from foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal of competent jurisdiction (a “Governmental Entities Entity”) and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation obtain an approval or proceeding by waiver from any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or 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, 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 its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement (including those contained in this Section 6.09), each of the parties agrees to hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to the Offer and the conditions to the Merger to each be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactionsPermits, waivers, consents, approvals, orders approvals and authorizations actions or nonactions from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntities, (iii) the obtaining of all necessary consents, approvals consents or waivers from third parties, including all Necessary Consents, ; (iv) the defending of any suits, claims, actions, investigations lawsuits by a Governmental Entity seeking either a temporary restraining order or proceedings, whether judicial or administrative, a preliminary injunction challenging this Agreement or delaying, preventing or restraining the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated vacated, overturned or reversed, ; and (v) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated byOffer, the Merger and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the The Company and its Board of Directors Parent shall, if subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), (iii), (iv) and (v) immediately above and (y) supply the other with any takeover statute information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or similar Legal Requirement is or becomes applicable to parties hereto, as the Mergercase may be, this Agreement or of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use its reasonable best efforts to ensure make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries and Representatives, that appears in any filing made with, or written materials submitted to, any Third Party or Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement may Agreement. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as reasonably practicable. Information disclosed pursuant to this Section 6.09(a) shall be consummated subject to the Confidentiality Agreement, and the parties hereto shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations thereunder. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). Without limiting the foregoing, the parties shall request and shall use reasonable commercial efforts to obtain early termination of the waiting period under the HSR Act. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Entity) with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably delayed, conditioned or withheld), none of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) neither Parent nor Merger Sub shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation. (c) Without limiting the generality of the undertakings pursuant to Section 6.09(a) hereof, the parties hereto shall (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable on following the date of this Agreement and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) subject to the terms set forth in Section 6.09(f) hereof, use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods. (d) Each of Parent and otherwise the Company shall use reasonable commercial efforts to minimize cooperate with each other in (i) determining whether any filings are required to be made with, or consents, Permits, authorizations, advance ruling certificates, no-action letters, waivers or approvals are required or advisable to be obtained from, any Third Parties or Governmental Entities under any other applicable Laws in connection with the effect execution and delivery of such Legal Requirement on the Merger, this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (ii) timely making all such required filings and timely seeking all such required consents, Permits, authorizations, advance ruling certificates, no-action letters or approvals. (e) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer, the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and Merger Sub and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub or any of their Affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with the transactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary set forth in this Agreement, none of the Company, Parent, Merger Sub or any of their respective Subsidiaries shall be required to (and the Company may not, without the prior written consent of Parent) become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries. (g) The Company and Parent shall each keep the other reasonably informed as to the status of any Transaction Litigation and give each other the opportunity to participate in the defense, settlement and/or prosecution of any Transaction Litigation; provided that neither the Company nor any of its Subsidiaries or Company Representative shall compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any Transaction Litigation or consent to the same unless Parent shall first have consented thereto in writing, such consent not to be unreasonably withheld or delayed.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 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 AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI VIII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ); (iii) the obtaining taking of commercially reasonable acts necessary to obtain all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consentsany other consents, approvals or waivers from third parties referred to on Schedule 7.6(a) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent or Merger Sub is a party that are not required for the operation of the Surviving Corporation following Closing, if and to the extent reasonably requested by the Company; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). (b) Notwithstanding anything herein to the contrary, nothing in this Section 7.6 shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and capital stock, or the incurrence of any liability or expense. (c) From and after the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, Parent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands, inquiries or other stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any Transaction Agreement or any matters relating thereto other than any appraisal claims contemplated by Section 2.13 (collectively, the “Transaction Litigation”) commenced against, in the case of Parent or Merger Sub, any of Parent or Merger Sub or any of their respective Representatives (in their capacity as a representative of Parent or Merger Sub) or, in the case of the Company, any Group Company or any of their respective Representatives (in their capacity as a representative of a Group Company). In Parent and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation; provided, however, that in no event shall Parent or Merger Sub, on one hand, or the Company, any other Group Company, on the other hand, or, in any case, any of their respective Representatives settle or compromise any Transaction Litigation without limiting the foregoingprior written consent of the Company or Parent, as the case may be. (d) From and after the date of this Agreement, 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, shall use its reasonable best efforts to ensure that obtain Lock-Up Letters from all Company Stockholders holding in excess of 1% of 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyCompany’s outstanding capital stock.

Reasonable Best Efforts. Subject to Upon the express provisions of Section 5.2 and Section 5.3 hereof and upon the other terms and subject to the conditions set forth hereinin this Agreement and in accordance with applicable Law, each of the parties agrees to this Agreement shall, and shall cause 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, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in ensure that the most expeditious manner practicable, the Merger Offer Conditions and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI are satisfied and to consummate the Transactions as promptly as practicable. Without limiting the generality of the foregoing, Parent shall be required to (i) vigorously contest (including by means of litigation) (x) any Legal Action brought, or threatened to be satisfiedbrought, by any Governmental Authority or any other Person seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or seeking damages or to impose any terms or conditions in connection with the Transactions, and (y) any Order that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any damages, terms or conditions in connection with the Transactions and (ii) resolve any objections as the obtaining of all necessary actions FTC, DOJ or nonactions, waivers, consents, approvals, orders and authorizations from any other Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings Authority may assert under any Law with Governmental Entities, if any) and, subject respect to the limitations set forth hereinTransactions and to obtain any clearance required under the HSR Act or any other approval, the taking of all steps and remedies as may be consent or authorization necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or under applicable Law for the consummation of the transactions contemplated herebyTransactions (including agreeing to and making divestitures, including seeking to have any stay entering into hold separate arrangements, terminating, assigning or temporary restraining order entered by any court modifying Contracts (or portions thereof) or other Governmental Entity vacated business relationships, accepting restrictions on business operations and entering into of commitments and obligations); provided that, notwithstanding the foregoing or reversedany other provision of this Agreement to the contrary, 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, nothing contained in this Agreement. In connection with and without limiting the foregoingAgreement shall require Parent, 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 Agreementtheir respective Subsidiaries to take any such action with respect to any material assets, use its 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 material categories of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyassets or material businesses.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, 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 its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Amalgamation and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Without limitation of the foregoing, Partners and NTL shall, and shall cause each of their subsidiaries to, and, in the case of Partners, shall use its reasonable best efforts to cause its Significant Affiliates to, promptly supply such information as is reasonably necessary to enable the confirmations and indications referred to in Section 6.1(c) to be obtained. (b) In connection with and without limiting the foregoing, Partners and NTL shall (i) take all action necessary to ensure that no takeover statute or similar statute or regulation (other than the Company U.K. City Code on Takeovers and its Board Mergers in relation to Cable London) is or becomes applicable to the Amalgamation, this Agreement, or any of Directors shall, the other transactions contemplated by this Agreement and (ii) if any takeover statute or similar Legal Requirement is statute or regulation becomes applicable to the MergerAmalgamation, this Agreement Agreement, or any of the transactions other transaction contemplated by this Agreement, use its reasonable best efforts take all action necessary to ensure that the Merger Amalgamation 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 Legal Requirement statute or regulation on the Merger, this Agreement Amalgamation and the other transactions contemplated herebyby this Agreement.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VIII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies reasonable best efforts as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Legal Proceeding; (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consentsany other consents, approvals or waivers from third parties referred to on Section 4.05(b) of the Company Disclosure Letter; (iv) the termination of each agreement set forth on Section 7.05 of the Company Disclosure Letter; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vvi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In connection with and without limiting This obligation shall include, on the foregoingpart of Parent, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable sending a termination letter to the Merger, this Trustee substantially in the applicable form attached to the Trust Agreement or any of (the transactions contemplated by this Agreement, use its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby“Trust Termination Letter”).

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 set forth hereinof this Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to achieve the satisfaction of the conditions contemplated by Article VIII and to consummate the Acquisition and make effectiveeffective the Transactions, in as promptly as practicable after the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementdate hereof, including using reasonable best efforts to accomplish the following: in (i) preparing and filing, in consultation with the taking of other Parties and as promptly as practicable and advisable after the date hereof, all reasonable acts documentation to effect all necessary or advisable applications, notices, petitions, filings and other documents and to cause the conditions precedent set forth in Article VI obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be satisfiedobtained from any third party or any Governmental Entity in order to consummate the Acquisition or any of the other Transactions, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvalsorders, orders authorizations and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) andincluding any required action or non-action from the applicable Governmental Entities under the Antitrust Laws, subject Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. §4565), and all rules and regulations issued and effective thereunder (the “DPA”), Foreign Investment Laws, or other Laws related to the limitations Regulatory Clearances, including the consents, clearances, authorizations and approvals as set forth hereinon Section 8.1(b) of the Danube Disclosure Letter, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the contesting and defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the transactions contemplated herebyAcquisition or any of the other Transactions, including (A) seeking to have any stay or temporary restraining order (or other Order) entered by any court or Governmental Entity vacated, reversed or terminated and (B) defending through litigation on the merits any claim asserted in court by any Person to avoid entry of, or to have vacated, reversed or terminated, any Order (whether temporary, preliminary or permanent) that would restrain or prevent the Closing from occurring prior to the Outside Date. In furtherance and not in limitation of the foregoing, each Party agrees to make, as promptly as reasonably practicable (but, with respect to the following clause (I), no later than fifteen (15) Business Days from the date hereof or by such later time to be mutually agreed in good faith by the Parties in order to cause the expiration or termination of the waiting period under the HSR Act to occur as promptly as reasonably practicable), (I) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (II) a joint voluntary notice with CFIUS in accordance with the DPA (“CFIUS Notice”), (III) any filing, notification, submission or report required or advisable pursuant to non-U.S. Antitrust Laws, including the jurisdictions set forth on Section 10.5(d) of the Amazon Disclosure Letter, (IV) appropriate filings, notifications, submissions or reports, if any are required or voluntarily submitted, pursuant to the Foreign Investment Laws, including the jurisdictions set forth on Section 10.5(e) of the Amazon Disclosure Letter and (V) appropriate filings, notifications, submissions or reports related to the Canada Transportation Act and all other Regulatory Clearances. The Parties also agree that if CFIUS suggests or requests that the Parties withdraw and resubmit the CFIUS Notice submitted to CFIUS, the Parties shall cooperate in withdrawing and resubmitting the CFIUS Notice. (b) Each Party shall (i) cooperate in all material respects and consult with each other in connection with any filings, notifications, communications, submissions and any other action pursuant to this Section 7.3(b) or Section 7.3(c) and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party, including by allowing the other Parties to have a reasonable opportunity to review in advance and provide comments consistent with the Parties’ joint cooperation and consultation obligations under Section 7.3(d) with respect to any proposed notifications, filings, submissions or other written or oral communications to be submitted or made, as the case may be, by any Party or their respective Affiliates to any Governmental Entity or private party; (ii) promptly inform the other Parties of any communication, inquiry or investigation received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”), CFIUS or any other Governmental Entity, by promptly providing copies to the other Parties of any such written communications, and of any communication received or given in connection with any Proceeding by a private party, in each case regarding any of the Transactions; provided, however, that materials may be redacted or withheld (A) to remove references concerning the valuation of the Parties or any of their Subsidiaries, (B) as necessary to comply with contractual arrangements in effect as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns (collectively, “Permitted Redactions”); and (iii) permit the other Parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC, CFIUS or any other Governmental Entity, or, in connection with any Proceeding by a private party, with any other Person, subject in each case to Permitted Redactions, and to the extent permitted by the DOJ, the FTC, CFIUS or any other applicable Governmental Entity or other Person, give the other Parties the opportunity to attend and participate in any meeting, telephone call or conference with the DOJ, the FTC, CFIUS or any other Governmental Entity vacated or reversedother Person. Each Party shall promptly respond to and comply with any request, requirement or demand for information, documents or testimony regarding the Transactions from any Governmental Entity (including responding to any “second request” for additional information and (vdocumentary material under the HSR Act) as promptly as practicable. Each of Amazon, Sellers and Danube may, as such Party deems necessary, designate any competitively sensitive material provided to any other Party under this Section 7.3(b) or Section 7.2 as “outside counsel only” material. Such materials and the execution or delivery information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional instruments necessary confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to consummate the transactions contemplated byemployees, 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 officers or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any directors of the transactions contemplated by recipient unless express written permission is obtained in advance from the source of the materials (Amazon or Danube, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in this AgreementSection 7.3(c), each Party shall use its reasonable best efforts to ensure that the Merger take, or to cause to be taken, any and the other transactions contemplated by this Agreement all actions necessary to avoid, eliminate and resolve any and all impediments and resolve objections, if any, as may be consummated asserted with respect to the Transactions under any Antitrust Law or the DPA, Foreign Investment Laws or other Laws related to the Regulatory Clearances, so as to enable the Closing to occur as promptly as practicable (and in any event, no later than the Outside Date), including (i) proposing, negotiating, committing to and effecting by consent decree, hold separate orders, or otherwise, the sale, divestiture, transfer, license or disposition or hold separate of the assets (whether tangible or intangible), properties, operations, licenses or businesses of Danube or Amazon or any of their respective Subsidiaries and (ii) accepting any operational restrictions or otherwise taking or committing to take actions that limit Danube’s, Amazon’s or any of their respective Subsidiaries’ freedom of action with respect to any of the assets, properties, licenses, rights, product lines, operations or businesses (such actions, “Remedial Actions”); provided, however, no Party shall be required to take, and neither Danube nor Sellers shall take without the prior written consent of Amazon, such Remedial Actions under this Section 7.3(c) that would result in, or would be reasonably likely to result in, the sale or disposition of assets or businesses or the termination of or restriction on any business of Danube or Amazon or their respective Subsidiaries (in any jurisdiction(s)) meeting or exceeding the terms contemplated Remedy Threshold. Notwithstanding anything to the contrary in this Section 7.3, the Parties other than Amazon (x) shall not, without the prior written consent of Amazon, and (y) shall, if requested in writing by Amazon, offer, negotiate, commit to, effect, enter into or take any Remedial Action; provided, that, notwithstanding anything in this Agreement to the contrary, none of the Parties shall have any obligation to take, or propose or agree to take, any Remedial Action (i) unless the effectiveness of such Remedial Action is expressly conditioned upon the Closing or (ii) that involves the assets, properties or rights of any Seller or any Affiliates of any Seller other than Danube and otherwise Danube’s Subsidiaries. (d) The Parties shall jointly develop, and control, and each of the Parties shall consult and cooperate with one another with respect to minimize (i) the strategy, timing and form for obtaining any necessary approval of, for responding to any request from, or inquiry or investigation by, any Governmental Entity that has authority to enforce any Antitrust Law or any Law related to any other Regulatory Clearance (including directing the timing, nature and substance of all such responses, including any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with the subject matter of this Section 7.3(d)), (ii) the strategy, scope, timing, form, negotiation and execution of any Remedial Action required by any Governmental Entity that has authority to enforce any Antitrust Law or any Law related to any other Regulatory Clearance and (iii) the defense of any action brought by or before any Governmental Entity that has authority to enforce any Antitrust Law; provided, however, that in the event of a disagreement between the Parties with respect to the matters described in the foregoing clause (ii), the determination of Amazon shall prevail. In furtherance of and not in limitation of the foregoing, no Party shall (and each of them shall cause their respective Affiliates not to) without the prior written consent of the other Parties, (A) “pull-and-refile”, pursuant to 16 C.F.R. § 803.12, any filing made under the HSR Act in connection with the Transactions or (B) offer, negotiate or enter into any commitment or agreement, including any timing agreement, with any Governmental Entity to delay the consummation of, or not to close before a certain date, the Transactions. (e) Subject to Section 7.3(c), each Party shall use its reasonable best efforts to obtain the expiration or termination of all waiting periods and all consents, waivers, authorizations and approvals of all third parties (other than Governmental Entities) necessary, proper or advisable for the consummation of the Transactions and to provide any notices to third parties required to be provided prior to the Closing; provided, however, that, without the prior written consent of the other Parties, no Party shall incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain such consents or certificates from third parties (other than Governmental Entities). (f) Each of Danube and Amazon shall not, and shall not permit their respective Subsidiaries to, take any action, or refrain from taking any action, the effect of which could reasonably be expected to materially delay or impede the ability of the parties to consummate the Transactions. Without limiting the generality of the foregoing, each of the Parties shall not, and shall not permit their respective Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such Legal Requirement acquisition, merger or consolidation could reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any actions or nonactions, waivers, clearances, expirations or terminations of waiting periods, consents or approvals from Governmental Entities necessary, proper or advisable to consummate the Transactions, (ii) increase the risk of any Governmental Entity issuing, entering, adopting, enacting or promulgating any Law restraining, enjoining, prohibiting, preventing or making illegal the consummation of the Transactions, (iii) increase the risk of not being able to remove any such Law on appeal or otherwise or (iv) materially delay or prevent the Mergerconsummation of the Transactions; provided, that this Agreement Section 7.3(f), (A) with respect to Affiliates of Seller C, shall only apply to the CPPIB Restricted Party and its controlled Affiliates and (B) with respect to Affiliates of Seller B, shall only apply to the transactions contemplated herebyBCI Restricted Party and its controlled Affiliates.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject 6.3(d): (a) Prior to the conditions set forth hereinClosing, each of Parent, Merger Sub and the parties agrees to Company shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Laws to consummate and make effective, effective in the most expeditious manner practicablepossible the Transactions including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions, (ii) the satisfaction of the other parties’ conditions to consummating the Transactions, (iii) taking all reasonable actions necessary to obtain (and cooperation with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information in connection with approvals of or filings with any Governmental Entity or Insurance Regulator) required to be obtained or made by Parent, Merger Sub, the Merger and Company or any of their respective Subsidiaries in connection with the other transactions Transactions or the taking of any action contemplated by the Transactions or by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedRequired Insurance Approvals, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or execution and delivery by the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery Company of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. In Additionally, each of Parent and the Company shall use all reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. At least two (2) Business Days prior to the Closing, Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall confirm in writing to each other that they are ready, willing, and able to effect the Closing of the Transactions (the “Closing Confirmation”). (b) Prior to the Closing, each party shall promptly consult with the other parties to this Agreement with respect to, and provide any necessary information with respect to (and, in the case of correspondence, provide the other parties (or their counsel) copies of), all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement and without limiting the foregoing, Transactions. Each party to this Agreement shall promptly inform the Company and its Board other parties to this Agreement of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable communication from any Governmental Entity regarding any of the Transactions. If any party to the Merger, this Agreement or any Affiliate of such parties receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this AgreementTransactions, then such party will use its reasonable best efforts to ensure that the Merger make, or cause to be made, promptly and after consultation with the other transactions contemplated parties to this Agreement, an appropriate response in compliance with such request. To the extent that transfers of any permits issued by any Governmental Entity are required as a result of the execution of this Agreement may be consummated or the consummation of the Transactions, the parties hereto shall use reasonable best efforts to effect such transfers. (c) The Company and Parent shall use reasonable best efforts to obtain the Required Insurance Approvals as promptly as practicable on in each relevant jurisdiction and shall use reasonable best efforts to respond, as promptly as practicable, to any inquiries received from any Insurance Regulator or other Governmental Entity in connection with insurance regulatory matters, as promptly as practicable. Each of Parent and the terms contemplated Company shall use all reasonable best efforts to resolve such objections, if any, as may be asserted by any Insurance Regulator or other Governmental Entity with respect to the Transactions under any Insurance Law. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.3(c) shall limit the right of any party hereto to terminate this Agreement pursuant to Section 8.1, so long as such party hereto has, up to the time of termination, complied in all material respects with its obligations under this Section 6.3(c). (d) Notwithstanding Section 6.3(a) through Section 6.3(c) or any other provision of this Agreement to the contrary, in no event shall Parent or its Subsidiaries (including Merger Sub and, after the Closing, the Surviving Corporation and its Subsidiaries) or Affiliates be required to agree to, or the Company be permitted to agree to, (i) any prohibition of or limitation on its or their ownership (or any limitation that would affect its or their operation) of any portion of their respective businesses or assets, including after giving effect to the Transactions, (ii) divest, hold separate or otherwise dispose of any portion of its or their respective businesses or assets, including after giving effect to minimize the Transactions, (iii) any limitation on its or their ability to effect of such Legal Requirement on the Merger, or the ability of the Company (or Merger Sub) or its or their respective subsidiaries to acquire or hold or exercise full rights of ownership of any capital stock of the Company or any Subsidiary of the Company, (iv) would require Parent or any of its Affiliates to contribute additional capital and surplus to the Insurance Subsidiary in an amount materially in excess of that which would be required to meet the capital targets projected in the financial projections and plan of operations submitted to the Insurance Regulator in the Form A or to enter into or provide any keep-well, capital maintenance agreement or similar arrangement that would obligate Parent or any of its Affiliates to maintain capital or surplus of the Insurance Subsidiary in an amount materially in excess of that which would be required to meet the aforementioned capital targets, in each case so long as such capital targets projected in such financial projections or plan of operations have a risk based capital in all quarters of at least the reasonable amount expected to be included in similarly situated companies, (v) impose any dividend limitation other than those provided under Law, (vi) would materially and adversely affect the economic benefits reasonably anticipated by Parent and its Affiliates to be derived under this Agreement and or in connection with the transactions contemplated hereby, or (vii) any other limitation on its or their ability to effectively control their respective businesses or any limitation that would affect its or their ability to control their respective operations, including after giving effect to the Transactions (any such action or limitation described in clauses (i) through (vii) of this Section 6.3(d), a “Restriction”). Nothing in this Section 6.3(d) shall require any party to take or agree to take any such action with respect to its business or operations pursuant to this Section 6.3(d) unless the effectiveness of such agreement or action is conditioned upon the Closing.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, including Section 5.3(d), each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts Agreement and to accomplish the following: (i) the taking obtain satisfaction of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedthe Merger, including (iii) the obtaining of all necessary actions or nonactions, waivers, consentsclearances, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents(iii) preventing the entry, enactment or promulgation of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, (iv) seeking the defending lifting or rescission of any suitsinjunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, claims, actions, investigations (v) cooperating to defend against any proceeding or proceedings, whether judicial or administrative, challenging investigation relating to this Agreement or the consummation of the transactions contemplated herebyhereby and to cooperate to defend against it and respond thereto, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vvi) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, (vii) using commercially reasonable efforts to arrange for the Company’s independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with Parent’s financings of the Cash Consideration and (viii) assisting in the marketing and sale or any other syndication of any such financings by making appropriate officers of the Company available for due diligence meetings and for participation in the road show and meetings with prospective participants in such financings upon reasonable notice and at reasonable times, provided, that in the case of clauses (vii) and (viii), Parent shall promptly reimburse the Company for all out-of-pocket expenses incurred by, and otherwise indemnify and hold harmless, the Company, its Affiliates and its and their respective officers, directors, accountants and representatives from and against all liabilities, relating to such actions other than those arising from such person’s willful misconduct or gross negligence. For purposes of this Agreement, reasonable best efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and (iv) conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, except to the extent any such action described in clauses (i) through (iv) would not reasonably be expected to materially impair the benefits each of Parent and the Company reasonably expects to be derived from the combination of Parent and the Company through the Merger. In connection with furtherance and without limiting not in limitation of the foregoing, each of Parent and the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable agrees to the Merger, this Agreement or any of make an appropriate filing under HSR with respect to the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated hereby as promptly as practicable on and in any event within 20 Business Days following the terms contemplated by this Agreement date hereof and otherwise to minimize supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the effect HSR Act and to take all other actions necessary to cause the expiration or termination of such Legal Requirement on the Merger, this Agreement and applicable waiting periods under the transactions contemplated herebyHSR Act as soon as practicable.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties CPA16, Merger Sub, CPA14 and W. P. Xxxxx 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 to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or 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 addition, each of CPA16, Merger Sub, CPA14 and without limiting the foregoingW. P. Xxxxx agrees to use its reasonable best efforts to defend any lawsuits or other legal proceedings, the Company and its Board of Directors shallwhether judicial or administrative, if any takeover statute or similar Legal Requirement is or becomes applicable to challenging the Merger, this Agreement or any of the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, use its reasonable best efforts the proper officers and directors of XXX00, XXX00, Merger Sub and W. P. Xxxxx shall take all such necessary action. From the date of this Agreement through the Effective Time, CPA14 shall timely file, or cause to ensure be filed, with the SEC all CPA14 SEC Documents required to be so filed. (b) Each of XXX00, XXX00, Merger Sub and W. P. Xxxxx shall give prompt notice to each other party if (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided that the Merger and delivery of any notice pursuant to this Section shall not limit or otherwise affect the other transactions contemplated by this Agreement remedies available hereunder to the party receiving such notice; and, provided further that failure to give such notice shall not be treated as a breach of covenant for the purposes of Sections 5.2(b) or 5.3(b), as the case may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebybe.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinof this Agreement, the Company, each of the parties agrees to Selling Parties and the Buying 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 applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger Transactions and the other transactions contemplated by this Agreementthe Ancillary Agreements as promptly as practicable, including including, without limitation, (i) the prompt preparation and filing of all forms, registrations, notices and other filings required to be filed to consummate the Transactions and the transactions contemplated by the Ancillary Agreements and the taking of such reasonable best efforts as are necessary to obtain at the earliest practicable date any approvals, consents, orders, exemptions or waivers of any Governmental Authority or any other Person, and (ii) using reasonable best efforts to accomplish cause the following: (i) the taking satisfaction of all reasonable acts necessary conditions to cause Closing. Each of Parent, on the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedone hand, 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 the Selling Parties, on the other hand, shall promptly consult with the other with respect to, provide any necessary information with respect to, and provide the other (or its Board of Directors shallcounsel) advanced copies of, if all filings made by such party with any takeover statute Governmental Authority or similar Legal Requirement is any other Person or becomes applicable any other information supplied by such party to the Merger, a Governmental Authority or any other Person in connection with this Agreement or any of and the transactions contemplated by this Agreement. The Company shall allow the Buying Parties to be present and participate in all communications and meetings with any Governmental Authority. (b) Without limiting the generality of the foregoing, use its reasonable best efforts (i) as promptly as practicable, but in no event later than ten Business Days following the execution and delivery hereof, the Selling Parties shall file or cause to ensure be filed with FINRA a change of control notice and continuing membership application pursuant to NASD Rule 1017 with respect to Partners (the “Partners FINRA Notice”) and Parent shall file or cause to be filed with FINRA the FINRA notice, if required for the Transaction, with respect to Broadpoint Capital, Inc. (the “Broadpoint Capital FINRA Notice” and, together with the Partners FINRA Notice, the “FINRA Notices”) and (ii) as promptly as practicable, but in no event later than ten Business Days following the determination that the Merger filing is required by applicable Law, each of the Selling Parties and Parent shall file or cause to be filed with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the Transactions and shall, as promptly as practicable, file with the FTC and DOJ any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act or FINRA rules, as applicable. Each of the Company, the Selling Parties, Parent and Merger Sub shall furnish to the other transactions such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or required by FINRA. (c) Each party hereto shall promptly inform the others of any communication from any Governmental Authority regarding any of the Transactions. (d) Each of the Selling Parties agrees that he shall not sell, transfer, pledge, hypothecate, mortgage or encumber his Company Shares or Interests, as applicable, other than as contemplated by this Agreement may be consummated as promptly as practicable on or take any action reasonably expected to cause the terms contemplated by this Agreement and otherwise non-satisfaction of the conditions to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyClosing set forth in Article VIII hereof.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 reasonably 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 using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders licenses and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval, waiver or license from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (and in furtherance thereof the Company, including all Necessary Consentswith the consent of Parent (which consent may not be unreasonably withheld), may make and commit to make payments to third parties and enter into or modify agreements), (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. Without limiting the foregoing, each of the parties hereto shall use its reasonable best efforts and cooperate in promptly preparing and filing as soon as practicable, and in any event within 20 business days after executing this Agreement, (i) notifications under the HSR Act and (ii) the FCC Application and related filings in connection with the Merger and the other transactions contemplated hereby, and to respond as promptly as practicable to any inquiries or requests received from the Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), the FCC and any other Governmental Entities for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters or matters relating to the FCC Application. Each of the parties hereto, to the extent applicable, further agrees (i) to file (and, in the case of Parent to cause its affiliates to file) contemporaneously with the filing of the FCC Application any requests for temporary or permanent waivers of applicable FCC rules and regulations or rules and regulations of other Governmental Entities and in furtherance of those waiver requests to pledge to hold separate, to place in trust and/or to divest any of the businesses, product lines or assets of (A) the Company or any of its subsidiaries at any time after the Effective Time or (B) Parent or any of its affiliates at any time prior to, on or after the Effective Time, in each case as may be required under Current FCC Policy to obtain approval of the FCC Application (collectively, "Divestitures") in order to permit consummation of the Merger and the other transactions contemplated by this Agreement prior to the Termination Date (as defined in Section 7.1(e)) and (ii) to expeditiously prosecute such waiver requests and to diligently submit any additional information or amendments for which the FCC or any other relevant Governmental Entity may ask with respect to such waiver requests. Parent further covenants that, prior to the Effective Time, neither it nor any of its affiliates shall acquire any new or increased "attributable interest" or "meaningful relationship", each as defined in the FCC rules, in any media property ("Further Media Interest"), which Further Media Interest could not be held in common control with any Company Station by the Surviving Corporation following the Effective Time (including by virtue of the FCC's multiple ownership limits), without the prior written consent of the Company. (b) In connection with and with, but without limiting limiting, the foregoing, the Company and its Board of Directors shall, if any shall (i) use reasonable best efforts to ensure that no state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to this Agreement, the Merger, Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Merger or any of the transactions contemplated by this Agreement, use its 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 Legal Requirement statute or regulation on the MergerMerger and the other transactions contemplated by this Agreement. (c) In connection with, but without limiting, the foregoing, Parent shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory laws, rules or regulations of any Governmental Entity ("Antitrust Laws") or any laws, rules or regulations of the FCC or other Governmental Entities relating to the broadcast, newspaper, mass media or communications industries (collectively, "Communications Laws") and will take all necessary and proper steps (including, without limitation, any Divestitures) as may be required (i) for securing the termination of any applicable waiting period or for the approval of the FCC Application under the Antitrust Laws or Communications Laws, in each case in order to permit the consummation of the Merger and the other transactions contemplated hereby prior to the Termination Date or (ii) by any domestic or foreign court or similar tribunal, in any suit brought by a private party or Governmental Entity challenging the transactions contemplated by this Agreement as violative of any Antitrust Law or Communications Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of any of such transactions. (d) Each of the parties hereto shall promptly provide the others with a copy of any inquiry or request for information (including any oral request for information), pleading, order or other document either party receives from any Governmental Entities with respect to the matters referred to in Section 5.6. (e) The Company shall give prompt notice to Parent and Sub, and Parent and Sub shall give prompt notice to the Company, of (i) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, if received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any Material Contract or (ii) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated herebyby this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 shall not cure such breach or non- compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice. (f) Parent agrees to assume and become bound by the terms of any of the Network Agreements if and to the extent required thereby in connection with the transactions contemplated by this Agreement.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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, done and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable necessary to consummate and make effective, effective in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) that the conditions set forth in Article VI are satisfied, (ii) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (iiiii) the obtaining of all necessary actions or nonactions, waivers, consents, approvalsclearances, orders and authorizations approvals from Governmental Entities and non-governmental third parties and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiiiv) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, including all Necessary Consents, the Company and Parent shall (ivA) file as promptly as practicable (and in any event within 10 business days unless the parties mutually agree otherwise) with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) the defending notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement, and (B) make, as promptly as practicable, all notifications and other filings required 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 by this Agreement and as promptly as practicable (together with the HSR Filings, the “Antitrust Filings”). The Antitrust Filings shall be in substantial compliance with the requirements of the Laws, as applicable. Subject to first having used all reasonable efforts to negotiate a resolution of any suitsobjections underlying such lawsuits or other legal proceedings, claims, actions, investigations Company and Parent shall jointly defend and contest any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated herebyby this Agreement, including seeking to have any stay or stay, temporary restraining order order, or preliminary injunction entered by any court or other Governmental Entity vacated or reversed. (b) The Company and Parent shall cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to this Section 5.03, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, and (vy) as necessary to address good faith legal privilege or confidentiality concerns. Except as otherwise required by law, neither party shall file any such document or take such action if the execution other party has reasonably objected (and not withdrawn its objection) to the filing of such document or delivery the taking of such action on the grounds that such filing or action would reasonably be expected to either (i) prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated hereby or (ii) cause a condition set forth in Article VI to not be satisfied in a timely manner. Neither party shall consent to any voluntary extension of any additional instruments necessary statutory deadline or waiting period or to consummate any voluntary delay of the consummation of the transactions contemplated by, and to fully carry out by this Agreement at the purposes of, this Agreement. In connection with and behest of any Governmental Entity without limiting the foregoing, consent of the other party (which shall not be unreasonably withheld). (c) Each of the Company and its Board Parent will promptly inform the other party upon receipt of Directors shallany material communication from the FTC, if the Antitrust Division or any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or other Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Each of the Company and Parent will make all reasonable efforts not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, shall give the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 5.03), the Parent and its Subsidiaries are not required to, and the Company and its Subsidiaries may not, without the prior written consent of Parent, become subject to, consent or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company, Parent, or any of their respective Subsidiaries in any manner which, individually or in the aggregate with all other such requirements, conditions, understandings, agreements and Orders has or would reasonably be expected to have a material adverse effect on the combined business, financial condition or results of operations of Parent, the Company and their respective Subsidiaries taken as a whole; provided, however, that Parent shall take or commit to take such actions, including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, transfer, license, divestiture or other disposition of, or that limit or would limit Parent’s or its Subsidiaries’ ability to retain, any business, assets or operations of Parent or its Subsidiaries generating revenues of up to $60 million in Parent’s fiscal year 2005, in each case as may be required in order to resolve any objections under the antitrust laws to the Merger or 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, materially delaying or materially impairing the consummation of the Merger. Furthermore, without the prior written consent of the Parent (determined in its sole discretion), in no event shall the Company or Parent or any of their respective Subsidiaries: (i) pay any consideration to, amend or enter into any agreement with, any non-governmental third party to obtain any consent to the Merger or to otherwise comply with Section 5.03(e); (ii) agree to the imposition of limitations on the ability of Parent or any Subsidiary of Parent to hold, or exercise full rights of ownership of, any shares of capital stock of the Surviving Corporation, including the right to vote such shares on all matters properly presented to the shareholders of the Surviving Corporation, (iii) agree to prohibit Parent or any of its Subsidiaries from effectively controlling in any respect the business, assets or operations of Parent, the Company or any of their respective Subsidiaries generating revenue in excess of $60 million in Parent’s fiscal year 2005, (iv) agree to any consent decree, divestiture, hold separate order or comparable arrangement, or any sale, transfer, license, divestiture or other disposition of any assets of Parent or the Company or any of their respective Subsidiaries generating revenue in excess of $60 million in Parent’s fiscal year 2005, or any limitation on the Parent’s acquisition, ownership, operation, effective control or exercise of full rights of ownership, of Parent or the Company or any of their respective Subsidiaries or any of their respective assets, or the termination or amendment of any existing relationships and contractual rights or (v) agree to any matter that has or reasonably would be expected to have a Material Adverse Effect or a Parent Material Adverse Effect. In the event that Parent grants such written consent, the Company shall agree to the matters as directed by Parent (which agreement may be conditioned upon the consummation of the Closing). (e) The Company and its Board of Directors shall (i) use reasonable best efforts to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover Law or similar Law becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, use its 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 Legal Requirement Law on this Agreement, the Merger, this Agreement Merger and the other transactions contemplated herebyby this Agreement.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties W. P. Carey, Merger Sub and CPA16 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 to fulfill all conditions applicable to such party or its Subsidiaries pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or 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 addition, each of W. P. Carey, Merger Sub and without limiting the foregoingCPA16 agrees to use its reasonable best efforts to defend any lawsuits or other legal proceedings, the Company and its Board of Directors shallwhether judicial or administrative, if any takeover statute or similar Legal Requirement is or becomes applicable to challenging the Merger, this Agreement or any of the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, use its reasonable best efforts the proper officers and directors of CPA16, W. P. Carey and Merger Sub shall take all such necessary action. From the date of this Agreement through the Effective Time, CPA16 shall timely file, or cause to ensure be filed, with the SEC all CPA16 SEC Documents required to be so filed. (b) Each of CPA16, W. P. Carey and Merger Sub shall give prompt notice to each other party if (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided that the Merger and delivery of any notice pursuant to this Section shall not limit or otherwise affect the other transactions contemplated by this Agreement remedies available hereunder to the party receiving such notice; and, provided, further, that failure to give such notice shall not be treated as a breach of covenant for the purposes of Sections 5.2(b) or 5.3(b), as the case may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebybe.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each of Parent and the parties Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, 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, the Subsequent Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and from Persons other than Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or Agreement, the consummation of the Merger, the Subsequent Merger or any of the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viv) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger, the Subsequent Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In . (b) Each of Parent and the Company shall notify the other promptly upon the receipt of: (i) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto and without limiting (ii) any request by any officials of any Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant hereto, Parent or the foregoingCompany, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement. (c) Each party shall use all reasonable best efforts to not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, 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 businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not, individually or in the aggregate, reasonably be expected to materially impair the benefits sought to be derived by Parent from the transactions contemplated by this Agreement, use its reasonable best efforts including the Merger and the Subsequent Merger, or have a Material Adverse Effect on Parent and (ii) the Company shall not, without Parent's prior written consent, take or agree to ensure that take any such action. (e) At or prior to the Effective Time, the Company shall deliver to Parent all consents, waivers or approvals obtained by the Company with respect to the consummation of the Merger, the Subsequent 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyAgreement.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties Portugal and Italy 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 party in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger Arrangement and the other transactions contemplated by this Agreement, including using . The parties shall cooperate in all reasonable respects and will use reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid contest any suit, claim, action, investigation action or proceeding by and to have vacated, lifted, reversed or overturned any Governmental Entitydecree, (iii) the obtaining of all necessary consentsjudgment, approvals injunction or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedingsother order, whether judicial temporary, preliminary or administrativepermanent, challenging this Agreement that prohibits, prevents or restricts the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) 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. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of Portugal and Italy shall and shall use reasonable best efforts to cause its respective Subsidiaries to perform all obligations required or desirable to be performed by it or any of such Subsidiaries under this Agreement, cooperate with the other party in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, each party shall and where appropriate shall cause its Subsidiaries to: (i) use its reasonable best efforts to ensure obtain the requisite approvals of this Agreement from its shareholders, except to the extent that the Merger board of directors of such party has effected a Change in Recommendation in compliance with the terms hereof (including Sections 5.2 and 6.2); (ii) apply for and use its reasonable best efforts to promptly obtain all Regulatory Approvals to be obtained by it and its Subsidiaries and, in doing so, keep the other party reasonably informed, subject to ensuring that confidential competitively sensitive information is exchanged among outside counsel only, as to the status of the proceedings related to obtaining the Regulatory Approvals, including, but not limited to, (A) providing such other party with copies of all material related applications and notifications prepared for submission to any other Person or Governmental Entity, in draft form, in order for such other party to provide its reasonable comments and providing such other party with copies of all related material communications regarding this Agreement received by such party from, or given by such party to, any Governmental Entity and any material communication received or given in connection with any proceeding by a private party relating to such Regulatory Approvals, (B) consulting with the other party to the extent practicable in advance of any meeting or conference with Governmental Entities or, in connection with any proceeding by a private party, with any other Person and, to the extent permitted by such Governmental Entities, to permit the other party to attend such meetings and conferences, in each case to the extent relating to the transactions contemplated by this Agreement may and (C) receiving the prior written consent of the other party before agreeing to extend any waiting period any antitrust merger control Laws or entering into any agreement with any Governmental Entity regarding antitrust, competition or similar Laws; (iii) use its reasonable best efforts to obtain all necessary Approvals required to be consummated as promptly as practicable on obtained by it or its Subsidiaries from third parties in connection with the terms transactions contemplated by this Agreement Agreement, including the Arrangement; (iv) carry out the terms of the Interim Order and otherwise the Final Order applicable to minimize the effect of such Legal Requirement it and use its reasonable best efforts to comply promptly with all requirements which applicable Laws may impose on the Merger, this Agreement and it or its Subsidiaries with respect to the transactions contemplated herebyby this Agreement; and (v) promptly advise the other party orally and, if then requested, in writing of any event occurring subsequent to the date of this Agreement that, if uncured at the Effective Time, would render it incapable of satisfying any condition to be satisfied by it pursuant to Article VII.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement (including, for the avoidance of doubt, Sections 5.2 and 5.3), each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental EntityAuthority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, and (v) the obtaining of the tax opinions referred to in Sections 7.2(c) and 7.3(c) and (vi) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Sections 5.2 and 5.3), each of the parties agrees that it shall not take any action that would reasonably be expected to prevent or materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of Section 6.3(a), (i) each party hereto agrees to make an appropriate filing of a premerger notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable and in any event within 15 Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.3 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; (ii) if required by applicable Law, Crompton agrees to file with the European Commission as promptly as reasonably practicable the Form CO required for the transactions contemplated by this Agreement pursuant to the EC Merger Regulation and Great Lakes agrees to provide Crompton as promptly as practicable with such assistance as Crompton reasonably requests for the purposes of filing such Form CO and, if such a filing is made, each party agrees to supply as promptly as practical any additional information and documentary material that may be required or requested by the European Commission and use its reasonable best efforts to take or cause to be taken all other actions consistent with this Section 6.3 necessary to obtain clearance from the European Commission and (iii) Great Lakes or Crompton, as the case may be, agrees to file, as necessary, as promptly as practicable any other merger notifications or filings required by other applicable foreign competition, antitrust, merger control or other similar Laws and Great Lakes or Crompton, as the case may be, agrees to provide the other as promptly as practicable with such assistance as the other reasonably requests for the purposes of such notifications or filings and, if any such notifications or filings are made, each party agrees to supply as promptly as practicable any additional information and documentary material that may be required or requested by the relevant Governmental Authority under such Laws and use its reasonable best efforts to take or cause to be taken all other actions consistent with this Section 6.3 necessary to obtain clearance from the relevant Governmental Authority under such Laws. (c) In addition to Section 6.3(b) and without limiting this Section 6.3, Great Lakes and Crompton each agrees to use its reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any competition, antitrust, merger control or other similar Laws that may be asserted by any relevant Governmental Authority under such Laws, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible. In addition, each of Great Lakes and Crompton agrees to use its reasonable best efforts to take promptly any and all steps necessary to vacate or lift any order relating to competition, antitrust, merger control or other similar Laws that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. (d) In connection with the foregoing and without limiting this Section 6.3, each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private party, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the European Commission or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, (i) Great Lakes shall not, without Crompton's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and Great Lakes shall commit to, and shall use reasonable best efforts to effect (and shall cause its Subsidiaries to commit to and use reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Crompton shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the transactions contemplated by this Agreement and (ii) neither Crompton nor any of its Subsidiaries shall be required (pursuant to Section 6.3 or otherwise) to agree (with respect to (x) Crompton or any of its Subsidiaries or (y) Great Lakes or any of its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets and liabilities (contingent or otherwise), taken together, or financial condition of either Crompton and its Subsidiaries, taken as a whole, or Great Lakes and its Subsidiaries, taken as a whole. (f) In connection with and without limiting the foregoingSection 6.3(a), the Company each of Great Lakes and its Board of Directors shall, if any and Crompton and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to this Agreement or any of the Merger, transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, use its reasonable best efforts take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on the Merger, this Agreement and the transactions contemplated herebyby 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 set forth hereinof this Agreement, each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use its use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions Transactions, including (A) taking all such actions contemplated by this the terms of the Statutory Merger Agreement, including using reasonable best efforts (B) otherwise preparing and filing promptly all documentation to accomplish the following: effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (iC) the taking of all reasonable acts executing and delivering any additional instruments necessary to cause consummate the conditions precedent set forth in Article VI to be satisfiedTransactions, (ii) the obtaining of obtain all necessary actions or nonactionsapprovals, consents, registrations, waivers, consentspermits, approvalsauthorizations, orders and authorizations other confirmations from any Governmental Entities and Authority or third party necessary, proper or advisable to consummate the making of all necessary Transactions, including any such approvals, consents, registrations, declarations waivers, permits, authorizations, orders and filings (including registrations, declarations and filings other confirmations required with Governmental Entities, if any) and, subject respect to the limitations set forth hereinCompany Insurance Approvals, the taking of all steps Parent Insurance Approvals and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entityunder applicable Antitrust Laws, (iii) take all steps that are necessary, proper or advisable to avoid any Actions by any Governmental Authorities with respect to this Agreement or the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, Transactions and (iv) the defending of defend or contest in good faith any suits, claims, actions, investigations or proceedingsAction by any third party (excluding any Governmental Authority), whether judicial or administrative, challenging this Agreement or that would otherwise prevent or materially delay the consummation of the transactions contemplated herebyTransactions; provided, that nothing in this Section 5.04 or otherwise in this Agreement or the Statutory Merger Agreement shall require (and reasonable best efforts or commercially reasonable efforts shall in no event require) Parent or any of its Affiliates to (x) litigate any Action by or on behalf of any Governmental Authority seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions or (y) take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, 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 ) or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition; provided, further, that without limiting the foregoingprior written consent of Parent, the Company and its Board of Directors shall, if any takeover statute Affiliates shall not take or similar Legal Requirement is refrain from or becomes applicable agree to the Mergertaking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition. (b) Subject to the terms and conditions of the transactions contemplated by this Agreement, the Company and Parent shall each use its reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to lawfully minimize the effect of such Legal Requirement Takeover Law on the MergerTransactions. (c) Without limiting the general applicability of Section 5.04(a), each of the Company and Parent shall, in consultation and cooperation with the other and as promptly as practicable following the date of this Agreement, file (i) with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice the notification and report form, if any, required under the HSR Act with respect to the Transactions, (ii) all appropriate documents, forms, filings or submissions required under any non-U.S. Antitrust Laws and (iii) with applicable Insurance Regulators, all documents, forms, filings or other submissions required under applicable Insurance Laws with respect to the Transactions. Any such filings shall be in material compliance with the requirements of applicable Law. Each of the parties shall, in connection with the efforts referenced in Section 5.04(a), (i) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any documents, forms, filings or submissions contemplated by the first sentence of this Section 5.04(c), (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, any Governmental Authority regarding the Transactions, and permit the other party to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable Law or by the applicable Governmental Authority, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of the Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting or substantive conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Authority from participating in or attending any such meeting or engaging in any such substantive conversation, to the extent permitted by applicable Law or such Governmental Authority, keep such party apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement or any of the Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Authority and (E) furnish the other party with copies of all substantive filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of any Governmental Authority’s staff, on the other hand, with respect to this Agreement and the transactions contemplated herebyTransactions (excluding any personally sensitive information) and (iv) comply with any inquiry or request from any Governmental Authority as promptly as reasonably practicable, with respect to this Agreement and the Transactions. The parties agree not to extend, directly or indirectly, any waiting period under any applicable Antitrust Law or enter into any agreement with a Governmental Authority to delay in any material respect or not to consummate the Merger or any of the other Transactions, except with the prior written consent of the other parties hereto, which shall not be unreasonably withheld, conditioned or delayed in the context of seeking such a delay.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Shareholders Agreements, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any of the Shareholders Agreements or the consummation of the Merger or the other transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement and the Shareholders Agreements, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. Agreement and the Shareholders Agreements. (b) In connection with and without limiting the foregoing, the Company each party shall use its reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and its Board of Directors shallnotice, if any takeover statute other than confidential or similar Legal Requirement is or becomes applicable proprietary information not directly related to the Merger, this Agreement or any of the transactions contemplated by this Agreement, and to keep the other 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 the material communications between such party and such Governmental Entity. Each party shall without limitation: (1) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement, (2) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or any 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 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. (c) In connection with and without limiting the foregoing, US BioEnergy and its Board of Directors and VeraSun and its Board of Directors shall each use its their respective reasonable best efforts to: (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the Shareholders Agreements or the Merger or any of the other transactions contemplated by this Agreement or any of the Shareholders Agreements and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, any of the Shareholders Agreements, the Merger or any other transactions contemplated by this Agreement or any of the Shareholders Agreements, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholders Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholders Agreements and otherwise to minimize the effect of such Legal Requirement statute or regulation on this Agreement, the MergerShareholders Agreements, the Merger and the other transactions contemplated by this Agreement and the Shareholders Agreements. Nothing in this Agreement shall be deemed to require VeraSun or US BioEnergy to agree to, or proffer to, divest or hold separate any assets or any portion of any business of VeraSun, US BioEnergy or any of their respective Subsidiaries that is material to the business, financial condition or results of operations, of VeraSun, US BioEnergy and their respective Subsidiaries (after giving effect to the Merger), taken as a whole. Without limiting the generality of the foregoing, each of US BioEnergy and VeraSun shall give the other party the opportunity to participate in the defense of any litigation against US BioEnergy or VeraSun, as applicable, and/or its directors relating to the transactions contemplated herebyby this Agreement and the Shareholders Agreements.

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 set forth hereinherein (including Section 5.1), each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, effective as soon as reasonably practicable the Merger and the other transactions contemplated by Transactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including using the proper officers and directors of each party to this Agreement shall take all such necessary action. Such reasonable best efforts shall include reasonable best efforts to accomplish obtain the following: Company Required Consents and the Newco Required Consents (ias defined in Section 6.2(b) and 6.3(b) hereof). (b) The Company shall give and make all required notices and reports to the taking appropriate persons with respect to the Permits and Environmental Permits that are necessary for the ownership, operation and use of the assets of Surviving Corporation after the Effective Time. Subject to the other terms of this Agreement, each of the Company and Newco shall cooperate and use their respective reasonable best efforts to make all reasonable acts necessary filings, to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of obtain all necessary actions or nonactions, waivers, consents, approvals, and orders and authorizations from of Governmental Entities necessary to consummate the Transactions and the making of to take all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation . Each of the transactions contemplated hereby, including seeking parties hereto will furnish to have any stay or temporary restraining order entered by any court or the other Governmental Entity vacated or reversed, parties such necessary information 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 reasonable assistance as such other parties may reasonably request in connection with and without limiting the foregoing, the . (c) The Company and its Board of Directors shall, if shall (i) use reasonable best efforts to make any state takeover statute or similar Legal Requirement is statute, rule or regulation inapplicable to the Merger, this Agreement, the Voting Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute, rule or regulation becomes applicable to the Merger, this Agreement, the Voting Agreement or any of the transactions contemplated by this Agreementother Transactions, use its reasonable best efforts to ensure that the Merger and the such other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on the MergerMerger and such other Transactions, this Agreement in each case consistent with the fiduciary duties of the Board of Directors and the transactions contemplated herebySpecial Committee.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the "Required Consents") prior to the Effective Time, and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain a Required Consent from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, including all Necessary Consents, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or 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 furtherance and without limiting not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the Company and its Board of Directors shallHSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, (ii) appropriate filings, if any takeover statute or similar Legal Requirement is or becomes are required, pursuant to the EC Merger Regulation and/or other foreign regulatory authorities in accordance with applicable Foreign Laws, and (iii) all other necessary filings with other Governmental Entities relating to the Merger, this Agreement and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or any of informally requested pursuant to the transactions contemplated Antitrust Laws or by this Agreement, such authorities and to use its reasonable best efforts to ensure cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. Notwithstanding anything to the contrary in this Agreement, neither Mead nor Westvaco shall be required to hold separate (including by xxxst or otherwise) or divest any of its businesses or assets or enter into any consent decree or other agreement that would restrict it in the conduct of its business as heretofore conducted if such action is reasonably likely to have a material adverse effect on Parent (after giving effect to the Mergers), including a material adverse effect on the total benefits expected to be realized by Parent after completion of the Mergers. (b) Each of the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party, hereto in connection with proceedings under or relating to any Antitrust Law. Each of the parties will (i) promptly notify the other party of any communication received by that party from, or given by it to, any Governmental Entity and, subject to applicable law, if practicable, permit the other party to review in advance any proposed written communication to any such Governmental Entity and incorporate the other party*s reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger and unless, to the extent reasonably practicable, it consults with the other transactions contemplated party in advance and, to the extent permitted by this Agreement may be consummated as promptly as practicable such Governmental Entity, gives the other party the opportunity to attend and (iii) furnish the other party with copies of all correspondence, filings and written communications between them and their affiliates and their respective officers, directors, employees, agents, representatives, consultants, financial advisors, attorneys, accountants and other agents on one hand, and any such Governmental Entity or its respective staff on the terms contemplated by this Agreement and otherwise other hand, with respect to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyMerger.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement and except where a different standard is expressly applicable, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvalsapprovals or waivers from, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, and filings with, third parties and Governmental Authorities required to consummate the Transactions (including registrations, declarations and filings with Governmental Entities, if any) and, subject to obtaining clearances from the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Financial Industry Regulatory Authority); (iii) the obtaining of all necessary consentsdefending against any lawsuits, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations actions or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including and seeking to have any preliminary injunction, temporary restraining order, stay or temporary restraining order other legal restraint or prohibition entered or imposed by any court or other Governmental Entity Authority that is not yet final and nonappealable vacated or reversed; (iv) allowing the Company to qualify as a REIT commencing with its short taxable year ending December 31, 2010; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, of this Agreement. In , including, without limitation, providing certificates as to factual matters in connection with and without limiting legal opinions. Notwithstanding the foregoing, nothing set forth in this Section 5.7 nor the Company and its Board use of Directors shallthe phrase “commercially reasonable efforts” or “reasonable best efforts” hereunder shall be deemed to require either party hereto to (x) make any payments or concessions for the purposes of obtaining any consent, if any takeover statute approval or similar Legal Requirement is waiver of a third party (excluding Governmental Authorities) for the purpose of consummating or becomes applicable to making effective the Merger, this Agreement Transactions or (y) waive any of the transactions contemplated by this Agreement, use its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyrights under any Transaction Document.

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 set forth hereinof this Agreement, each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use its use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts preparing and filing promptly and fully all documentation to accomplish the following: (i) the taking effect all necessary filings, notices, petitions, statements, registrations, submissions of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedinformation, applications and other documents, (ii) the obtaining of obtain all necessary actions or nonactionsapprovals, consents, registrations, waivers, consentspermits, approvalsauthorizations, orders and authorizations other confirmations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAuthority or third party necessary, proper or advisable to consummate the Transactions, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execute and (v) the execution or delivery of deliver any additional instruments necessary to consummate the transactions contemplated byTransactions and (iv) defend or contest any claim, suit, action or other proceeding brought by a third party that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions, in the case of each of clauses (i) through (iv) other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to fully carry out Antitrust Laws, which are dealt with in Section 5.4(c) below. For purposes hereof, “Antitrust Laws” means the purposes ofXxxxxxx Act, this Agreement. In connection with and without limiting the foregoingas amended, the Company Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, all applicable foreign antitrust Laws and its Board of Directors shallall other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, if any takeover statute restrict or similar Legal Requirement is regulate actions having the purpose or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated herebymonopolization or restraint of trade or lessening of competition through merger or acquisition.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (ia) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI ARTICLE VIII to be satisfied, ; (iib) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all commercially reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Legal Proceeding; (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consentsany consents referred to on Section 4.5(a) of the Company Disclosure Letters (it being understood, for the avoidance of doubt, that nothing herein shall require either Company in connection therewith to incur any liability or expense or subject itself, any of their Subsidiaries or the business of the foregoing to any imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their assets or properties); (ivd) the termination of each agreement set forth on Section 7.9(d) of the Company Disclosure Letters; (e) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vf) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In connection with and without limiting This obligation shall include, on the foregoingpart of Parent, sending a termination letter to Continental substantially in the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable form attached to the MergerTrust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement Section 7.9 shall be deemed to require Parent or either Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable imposition of any limitation on the terms contemplated by this Agreement ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and otherwise to minimize capital stock, or the effect incurrence of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyany liability or expense.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, 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 its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to Each party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein, each or intent of the parties agrees to Agreement and will use its reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper proper, or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using including, without limitation, (i) cooperation in determining whether any consents, approvals, orders, authorizations, waivers, declarations, filings, or registrations of or with any Governmental Entity or third party are required in connection with the consummation of the transactions contemplated hereby; (ii) reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, obtain any such consents, approvals, orders orders, authorizations, and authorizations from Governmental Entities waivers and the making of all necessary to effect any such declarations, filings, and registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) reasonable best efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the obtaining ability of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, the parties to consummate the transactions contemplated hereby; (iv) the defending of any suitsreasonable best efforts to defend, claimsand cooperation in defending, actions, investigations all lawsuits or proceedings, whether judicial or administrative, other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, hereby. Sellers and Oxford shall cooperate with and assist Buyer and its authorized representatives in order to provide an efficient and orderly transfer of the control and management of the Business and Assets of the Sellers to Buyer and to fully carry out avoid any undue interruption in the purposes of, this Agreement. In connection with activities 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 its 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 operations of such Legal Requirement on Business following the Merger, this Agreement and the transactions contemplated herebyClosing.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement and in accordance with applicable Laws, each of the parties agrees to this Agreement 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 to ensure that the conditions set forth in Article VI are satisfied and to consummate and make effective, in the most expeditious manner transactions contemplated by this Agreement as promptly as practicable, including (i) obtaining all necessary actions or non-actions, waivers, consents and approvals from any Governmental Entity and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the Merger and the other transactions contemplated by this Agreement; provided, including using however, that without the prior written consent of Parent, the Company and its Subsidiaries may not commit to pay any amount of cash or other consideration that would be payable on or after the Closing Date, or incur or commit to incur any Liability that would survive the Closing Date, in connection with obtaining such consent, approval or waiver, (iii) subject to first having used its reasonable best efforts to accomplish the following: (i) the taking of all negotiate a reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending resolution of any suitsobjections underlying such lawsuits or other legal proceedings, claims, actions, investigations defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In . (b) Parent and MergerCo and the Company will cooperate and consult with each other in connection with the making of all such filings, notifications and without limiting any other material actions pursuant to this Section 5.8, subject to applicable Law, by permitting counsel for the foregoingother party to review in advance, and consider in good faith the Company views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its Board advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to or received from any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, and (y) as necessary to address good faith legal privilege or confidentiality concerns. Except as otherwise required by Law, neither party shall file any such document or take such action if the other party has reasonably objected (and not withdrawn its objection) to the filing of Directors shallsuch document or the taking of such action on the grounds that such filing or action would reasonably be expected to either (i) prevent, if any takeover statute materially delay or similar Legal Requirement is or becomes applicable to materially impede the consummation of the transactions contemplated hereby, including the Merger, or (ii) cause a condition set forth in Article VI to not be satisfied in a timely manner. Neither Parent and MergerCo nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party (which consent shall not be unreasonably withheld or delayed). (c) Each of Parent and MergerCo and the Company will promptly inform the other party upon receipt of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent and MergerCo or the Company (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Person that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with any Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use its reasonable best efforts (i) to ensure resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition, premerger notification, trade regulation or merger control Law, including (subject to first having used reasonable best efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding, and (ii) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and or the other transactions contemplated by this Agreement may be consummated and to have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as promptly as practicable on to permit consummation of the terms transactions contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyAgreement.

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 conditions hereof, the conditions set forth herein, each of the parties agrees to Company and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner Contemplated Transactions as promptly as practicable, the Merger and including notifying the other transactions contemplated of any communication, inquiry, or investigation received from or initiated by this Agreement, including a Governmental Body and using reasonable best efforts to accomplish cooperate in responding to any such inquiries, investigations, or requests, by using reasonable best efforts to take all action necessary to satisfy all of the followingconditions to the obligations of the other Parties hereto to effect the Merger, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder, and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in each case in order to consummate and make effective the Merger and the Contemplated Transactions. (b) The Company shall use reasonable best efforts to obtain all consents and waivers with respect to (i) the Contracts set forth on Part 2.21 of the Company Disclosure Schedule and (ii) any and all Contracts entered into by the Company following the date hereof and prior to the Closing, in each case, that are required to be obtained from parties to such Contracts to which the Company is a party in connection with the Contemplated Transactions. (c) The Parties shall reasonably cooperate in the preparation of a spreadsheet (the “Closing Payment Schedule”) setting forth: (i) the taking name, address and email address (if available) of all reasonable acts necessary each holder of Company Capital Stock, the Company Warrants the Company Options immediately prior to cause the conditions precedent set forth in Article VI to be satisfiedEffective Time, (ii) the obtaining number of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and shares of Company Capital Stock held by each holder thereof immediately prior to the making of all necessary registrations, declarations and filings Effective Time (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking number of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entityshares of Company Capital Stock for which Company Options are exercisable), (iii) a calculation of the obtaining Merger Shares and, as of all necessary consentsthe Closing Date, approvals or waivers from third partieswhich each holder of Company Capital Stock, including all Necessary ConsentsCompany Warrants and Company Options is eligible to receive, and (iv) for each Securityholder and any other Person to whom payments are due and payable in connection with the defending of any suits, claims, actions, investigations or proceedingsClosing, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking any Taxes are required to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and be withheld (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 shalland, if any takeover statute or similar Legal Requirement is or becomes applicable to the Mergerso, this Agreement or any what type of the transactions contemplated by this Agreement, use its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated herebywithholding applies).

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties agrees to 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAcquisition, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as soon as reasonably practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all necessary consentsConsents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyAcquisition, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Acquisition and to fully carry out the purposes of, this Agreementof the Lane Transaction Agreements. In connection with with, and without limiting the foregoing, Purchaser and Seller shall duly (x) file with the Company U.S. Federal Trade Commission and its Board the Antitrust Division of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable the Department of Justice the notification and report form (the "HSR Filing") required under the HSR Act with respect to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that the Merger Agreement and the other transactions contemplated by this Agreement may be consummated (y) as promptly as practicable after the date of this Agreement make all necessary notifications, if any, under the EC Merger Regulation (the "EC Filings"). The HSR Filing shall be in substantial compliance with the requirements of the HSR Act and the EC Filings shall be in substantial compliance with the EC Merger Regulation. Subject to Section 5.05(b), each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and the EC Filings, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and the EC Filings. (b) Nothing in Section 5.05(a) shall require Purchaser or Seller to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the other party's assets or limits on the other party's freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing (each, a "Regulatory Requirement"), and nothing in Section 5.05(a) shall authorize either Purchaser or Seller to commit or agree to any Regulatory Requirement, to obtain any Consents, approvals, permits or authorizations, in connection with, or to remove any impediments to, the Acquisition relating to the HSR Act or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit, action or proceeding relating to the HSR Act. (c) Without limiting the generality of Section 5.05(a), upon the terms contemplated by and subject to the conditions set forth in this Agreement Agreement, each of the parties hereto will (i) cause Reynolds American to (A) execute and otherwise to minimize deliver the effect Lane Joinder Agreemexx xxx (B) in accordance therewith, assume the obligations of such Legal Requirement on Purchaser hereunder as if Reynolds American were a party hereto (other than the Merger, obligations of Xxxxxxxxr in this Agreement and the transactions contemplated hereby.Section 5.05(c)) and

Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject conditions of this Agreement, the EQGP Parties, on the one hand, and the EQM Parties, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to the conditions set forth herein, each of the parties agrees to use its use) their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doingall things, all things necessary, proper or advisable to cause the conditions to the Closing set forth in Article VI to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts preparing and filing promptly and fully all documentation to accomplish effect all notices, filings, declarations or registrations with any Governmental Authority or third party necessary, appropriate or advisable in connection with the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedtransactions contemplated hereby, (ii) obtain as promptly as practicable (and in any event no later than the obtaining of Outside Date) all necessary actions or nonactions, waivers, consents, approvals, orders permits and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAuthority or third party necessary, appropriate or advisable to consummate the transactions contemplated hereby, (iii) the obtaining of all necessary consents, approvals defend any lawsuits or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, including by Governmental Authorities, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking hereby or seek to have lifted or rescinded any stay injunction or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) order adversely affecting the execution or delivery ability of any additional instruments necessary the parties to consummate the transactions contemplated byhereby and (iv) obtain all necessary consents, approvals or waivers from third parties. (b) Each of the Parties shall use, and shall cause their respective Subsidiaries to fully carry out the purposes ofuse, this Agreement. In reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby, including by providing the other Parties a reasonable opportunity to review and without limiting the foregoingcomment thereon, the Company and its Board of Directors shall, if in connection with any takeover statute investigation or similar Legal Requirement is other inquiry by or becomes applicable before a Governmental Authority relating to the Mergertransactions contemplated hereby, this Agreement including any proceeding initiated by a private Person, (ii) promptly inform the other Parties of (and supply to the other Parties) any communication received by such Party from, or given by such Party to, any Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated hereby, and (iii) consult with the other Parties in advance of any meeting or teleconference with any Governmental Authority or, in connection with any proceeding by this Agreementa private Person, use its with any other Person, and, to the extent not prohibited by the Governmental Authority or other Person, give the other Parties the opportunity to attend and participate in such meetings and teleconferences. Each Party shall take reasonable best efforts to ensure that share information protected from disclosure under the Merger and attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.2 in a manner so as to preserve 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyapplicable privilege.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth herein, each 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 using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article ARTICLE VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, filings and filings submissions of responses to requests for additional information and documentary material with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, and whether brought by any Governmental Entity or any other Person, challenging this Agreement or the consummation of the transactions contemplated hereby, including hereby or seeking to have any stay prevent, impede or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, delay the Closing 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 seeking the consents, waivers and without approvals referred to in the foregoing subsection (iii), the Company shall keep Parent informed of all material developments and shall, at Parent’s reasonable request, include Parent in any discussions or communications with any parties from which any such consent, waiver or approval is sought hereunder. Without limiting the generality of the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable prior to the MergerClosing, this Agreement Parent shall not, and shall cause its Affiliates not to, take any action, or fail to take any action, that would be reasonably likely to prevent or materially impede or delay the consummation of the transactions contemplated by this Agreement, use its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin the Merger Agreement, each of the parties agrees to DICE, Xxxxx and Purchaser will, and will cause their respective subsidiaries to, use its reasonable best efforts to promptly 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, as promptly as reasonably practicable and in any event prior to the most expeditious manner practicableOutside Date, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) causing each of the taking Offer Conditions and each of all reasonable acts necessary to cause the conditions precedent to the Merger set forth in Article VI the Merger Agreement to be satisfied, in each case as promptly as reasonably practicable after June 18, 2023, (ii) the making of all necessary notices to, and the obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consentsany third party (including any governmental entity) with respect to Table of Contents the Merger Agreement or the Transactions, approvalsin each case as requested by Xxxxx, orders and authorizations from Governmental Entities and provided that DICE will not be required to make, or agree to make, any payments, or enter into or amend any contract, in connection therewith, (iii) the making of all necessary registrations, declarations and filings (including registrationswith, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to avoid a Proceeding by, any suit, claim, action, investigation governmental entity with respect to the Merger Agreement or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary ConsentsTransactions, (iv) the defending or contesting of any suits, claims, actions, investigations or proceedingsProceedings, whether judicial or administrative, challenging this the Merger Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity governmental entity vacated or reversed, reversed and (v) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, this of the Merger Agreement. In connection with addition and without limiting the foregoing, the Company DICE and its DICE Board will (A) take all action necessary to ensure that no restrictions on business combinations of Directors shall, if any takeover law or similar statute or similar Legal Requirement regulation is or becomes applicable to any Transaction or the Merger, this Merger Agreement and (B) if the restrictions on business combinations of any takeover law or similar statute or regulation becomes applicable to any of Transaction or the transactions contemplated by this Merger Agreement, use its reasonable best efforts to take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this the Merger Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on the Merger, this Agreement Transactions and the transactions contemplated herebyMerger Agreement. Each of Lilly and DICE will not, and will not permit their respective subsidiaries to, enter into any agreement providing for, or consummate, any acquisition of a 40% or greater ownership interest in or applicable assets of any third party, where (i) such third party’s lead product or product candidate is, or the subject assets include, an oral or injectable small molecule drug, the primary indication for which is psoriasis or psoriatic arthritis, and (ii) such agreement or acquisition would reasonably be expected to prevent or materially delay any required approvals, or the expiration or termination of the applicable waiting period, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or any foreign antitrust laws applicable to the Merger. Xxxxx and DICE will, or will cause their ultimate parent entity as that term is defined in the HSR Act to, in consultation and cooperation with the other, file (i) with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) the notification and report form required under the HSR Act for the Offer, the Merger or any of the other Transactions as promptly as practicable (but in no event later than July 10, 2023) and (ii) all appropriate filings, notices, applications or similar documents required under any foreign antitrust law applicable to the Transactions (as set forth in the Disclosure Letter) as promptly as reasonably practicable. Each of Lilly and DICE will (i) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or any foreign antitrust law, (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding the Offer, the Merger or any of the other Transactions, and permit the other party (or its outside counsel if necessary to retain confidentiality) to review and discuss in advance, and consider in good faith the views of, permit the participation of, and incorporate all reasonable comments of the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable law or by the applicable governmental entity, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any governmental entity in respect of the Offer, the Merger or any of the other Transactions without providing reasonable prior notice the other party, (B) in the event one party is prohibited by applicable law or by the applicable governmental entity from participating in or attending any such meeting or engaging in any such conversation, keep such party apprised with respect thereto, (C) cooperate with one another in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending the Merger Agreement, the Offer, the Merger or any of the other Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any governmental entity and (D) furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective representatives, on the one hand, and any governmental entity or members of any governmental entity’s staff, on the other hand, with respect to the Merger Agreement, the Offer, the Merger and the other Transactions and (iv) comply with any inquiry or request from the FTC, the Table of Contents DOJ or any other governmental entity as promptly as reasonably practicable. Any such additional information will be in substantial compliance with the requirements of the HSR Act or the applicable foreign antitrust law, as the case may be. The parties hereto agree not to extend, directly or indirectly, any waiting period under the HSR Act or any foreign antitrust law or enter into any agreement with a governmental entity to delay or not to consummate the Offer, the Merger or any of the other Transactions, except with the prior written consent of the other party. Without limiting the foregoing, DICE, Xxxxx and Purchaser will promptly provide to the other (or the other’s respective advisors) copies of all correspondence between such party and any Governmental Entity relating to the Transactions. DICE, Xxxxx and Purchaser may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under Section 7.02 of the Merger Agreement as “outside counsel only.” Such materials and the information contained therein will be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. In furtherance of the foregoing and subject to the terms and conditions set forth in the Merger Agreement, Lilly and Purchaser have agreed to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the HSR Act or any foreign antitrust law that may be required by any governmental entity, so as to enable DICE, Xxxxx and Purchaser to close the Transactions as promptly as practicable (and in any event by or before the Outside Date); provided, however that nothing in Section 7.02 of the Merger Agreement will require, and notwithstanding anything to the contrary in the Merger Agreement, neither Lilly nor Purchaser will have any obligation to (or to cause any of their respective subsidiaries or affiliates or DICE or any DICE Subsidiary to): (i) sell, license, divest or dispose of or hold separate the assets, intellectual property or businesses of any entity, (ii) terminate, amend or assign any existing relationships or contractual rights or obligations of any entity, (iii) change or modify any course of conduct regarding future operations of any entity, (iv) otherwise take any action that would limit the freedom of action with respect to, or the ability to retain, one or more businesses, assets or rights of any entity or interests therein or (v) commit to take any such action in the foregoing clause (i), (ii), (iii) or (iv).

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms of, and subject to the conditions set forth hereinin this Agreement, and except as otherwise expressly specified in this Agreement, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of to prepare and file all reasonable acts documentation to effect all necessary applications, notices, petitions, filings and other documents and to cause the conditions precedent set forth in Article VI obtain, as promptly as practicable, all waivers, consents, clearances, licenses, orders, registrations, permits, approvals and authorizations necessary or advisable to be satisfiedobtained from any third Person and/or Governmental Entity in order to consummate the Merger and each other transaction contemplated by this Agreement, including all filings required under the HSR Act and Communications Laws and any other necessary antitrust, competition or similar laws of any foreign jurisdiction, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth hereinterms of Section 5.4(c), the taking of to take all reasonable steps and remedies as may be necessary to avoid obtain all such material waivers, consents, clearances, licenses, orders, registrations, permits, approvals, and authorizations as are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Merger, provided, that neither party shall be required to offer or agree to an order that requires (A) the divestiture of any suitproperties, claimassets, actionoperations or businesses, investigation (B) holding separate any properties, assets, operations or proceeding businesses, pending the satisfaction or termination of any conditions, restrictions or agreements affecting ownership of any such assets (or any portion thereof) and/or (C) satisfying any additional conditions imposed by any Governmental EntityEntity with respect to the Merger and the other transactions contemplated by this Agreement if such divestiture, hold separate requirement and/or satisfaction of additional conditions would, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect after the Merger, (iii) the obtaining of all necessary consents, approvals to defend any lawsuits or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or delivery of to execute and deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting furtherance of the foregoing, the Company parties shall cooperate 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 its reasonable best efforts to ensure determine and agree upon, within two (2) weeks of the date hereof, a list of those Governmental Entities in foreign jurisdictions, if any, to which it may be necessary or appropriate to submit any filings, notifications or registrations or take any other actions in connection with regulatory or legal requirements of such Governmental Entities relating to the transactions contemplated hereby; provided, that the foregoing shall not affect or otherwise modify the closing conditions in Section 6.1(b) and Section 6.1(c). Subject to Applicable Laws relating to the exchange of information, Seller and Buyer shall have the right to review in advance, and to the extent reasonably practicable each party shall consult with the other party on, all of the information relating to Seller and its Subsidiaries or Buyer and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (b) Each of Buyer and Seller shall keep the other party reasonably apprised of the status of matters relating to the completion of the Merger and the other transactions contemplated hereby and work cooperatively in connection with the efforts referenced above in obtaining all required approvals or consents of all Governmental Entities, including, the SEC, FCC, the Federal Trade Commission and/or the United States Department of Justice. In that regard, each party shall without limitation: (i) promptly notify the other party of, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any communications from or with any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written (or any proposed oral) communication with any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (iii) not participate in any meeting or oral communication with any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat, (iv) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between such party and any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, and (v) furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Each of Buyer and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.4 as “outside counsel only.” Such material and the information contained therein shall be consummated given only to the outside legal counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer or Seller, as the case may be) or its legal counsel. (c) In connection with the filings referenced in Section 5.4(a) and Section 5.4 (b), the parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable on all permits, consents, approvals and authorizations of all Governmental Entities that are necessary or advisable to consummate the terms Merger and the other transactions contemplated by this Agreement Agreement, and otherwise to minimize comply with the effect terms and conditions of all such Legal Requirement on permits, consents, approvals and authorizations of all such third Persons or Governmental Entities. (d) Notwithstanding the Mergerforegoing, nothing contained in this Agreement Section 5.4 shall be deemed to require Buyer or Seller to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities, which would, individually or in the transactions contemplated herebyaggregate, reasonably be expected to have a Buyer Material Adverse Effect after the consummation of the Merger at the Effective Time.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI VIII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders Orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as that may be or become necessary for the execution and delivery of this Agreement and the performance of its obligations pursuant to avoid any suitthis Agreement and the Transaction Agreements (together with the filings in respect of the HSR Act pursuant to Section 7.6, claim, action, investigation or proceeding by any Governmental Entity, “Regulatory Filings”); (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consentsany other consents, approvals or waivers from third parties referred to on Section 4.5(b) of the Company Disclosure Letter; (iv) the termination of each agreement set forth on Section 7.9(iv) of the Company Disclosure Letter; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vvi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In connection with and without limiting This obligation shall include, on the foregoingpart of Parent, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable sending a termination letter to the Merger, this Trustee substantially in the applicable form attached to the Trust Agreement or any of (the transactions contemplated by this Agreement, use its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby“Trust Termination Letter”).

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinherein provided, each of the parties agrees to party hereto shall use its reasonable best efforts to take, or cause to be taken, all actionsreasonable action and to do, or cause to be done and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations and their respective certificates of incorporation and bylaws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the this Agreement. Such actions shall include, without limitation, using its reasonable best efforts to (a) obtain all consents, amendments to or waivers from other parties under the terms of all leases and other agreements between Leslie’s and such parties required as a result of the transactions contemplated by the this Agreement, if any, (b) obtain all necessary consents, approvals and authorizations as are required to be obtained under any federal or state law or regulation, (c) defend any lawsuits or other legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties (including governmental agencies or officials), challenging this Agreement, or the consummation of the transactions contemplated hereby and (d) effect all necessary registrations and filings, including but not limited to any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and submissions of information requested by governmental authorities. Upon the terms and subject to the conditions hereof, and subject to the fiduciary duties of the board of directors of Leslie’s, as it may be advised in writing by counsel, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions and to do, or cause to be done, and all things necessary to assist and cooperate with satisfy 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 using reasonable best efforts to accomplish the following: (i) the taking conditions of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations Closing set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, 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 its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein, each (a) Each of the parties agrees to hereto 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to accomplish the following: by (i) the taking of all reasonable acts actions reasonably necessary or advisable to cause the closing conditions precedent set forth in Article VI 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactionsCompany Necessary Approvals, waivers, consents, approvals, orders and authorizations from Governmental Entities and provided that (A) the making of all necessary registrations, declarations and filings (including registrations, declarations and filings parties will discuss in good faith procedures to pursue third party consents with Governmental Entities, if any) and, subject respect to the limitations Merger, (B) the Company shall not be required to pay any party to any Contract to which it or a Company Subsidiary is a party any fees for the Company Necessary Approval other than fees set forth hereinin such a Contract as of the date hereof or customary legal fees and (C) in the event the Company elects to pay any fee referred to in the prior clause (B), the taking Company shall obtain the prior written consent of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entitythe Parent, (iii) the obtaining of all necessary consents, approvals defending against any Actions or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Proceedings challenging this Agreement, the Escrow Agreement or the consummation of the Merger or the other transactions contemplated herebyhereby or thereby, including by seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity or Regulatory Authority vacated or reversedreversed if there is a reasonable possibility that the defending of such Action or Proceeding would result in their dismissal, removal, elimination or termination, and (viv) 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 and the Escrow Agreement. In connection with and without . (b) Without limiting the generality of the foregoing, the Company and its Board of Directors shall, if any takeover statute Takeover Statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, the Merger or any other transactions contemplated hereby, the Company and the Board of Directors of the Company shall use its their 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 Takeover Statute or other Legal Requirement on this Agreement, the Merger, this Agreement Merger and the other transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties W. X. Xxxxx, Merger Sub and CPA18 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 to fulfill all conditions applicable to such party or its Subsidiaries pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or 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 addition, each of W. X. Xxxxx, Mxxxxx Sub and without limiting the foregoingCPA18 agrees to use its reasonable best efforts to defend any lawsuits or other legal proceedings, the Company and its Board of Directors shallwhether judicial or administrative, if any takeover statute or similar Legal Requirement is or becomes applicable to challenging the Merger, this Agreement or any of the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, use its reasonable best efforts the proper officers and directors of CPA18, W. X. Xxxxx and Merger Sub shall take all such necessary action. From the date of this Agreement through the Effective Time, CPA18 shall timely file, or cause to ensure be filed, with the SEC all CPA18 SEC Documents required to be so filed. (b) Each of CPA18, W. X. Xxxxx and Merger Sub shall give prompt notice to each other party if (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided that the Merger delivery of any notice pursuant to Section 4.2(a) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; and provided, further, that failure to give such notice shall not be treated as a breach of covenant for the other transactions contemplated by this Agreement purposes of Sections 5.2(b) or 5.3(b), as the case may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebybe.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties CPA:14 and CPA:12 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 to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemption from non-governmental third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementAgreement and (iv) the consummation of the Sale of Assets and Special Distribution. In connection with addition, each of CPA:14 and without limiting the foregoingCPA:12 agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, the Company and its Board of Directors shallwhether judicial or administrative, if any takeover statute or similar Legal Requirement is or becomes applicable to challenging the Merger, this Agreement or any of the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, use its reasonable best efforts the proper officers and directors of CPA:12 and CPA:14 shall take all such necessary action. From the date of this Agreement through the Effective Time, CPA:12 shall timely file, or cause to ensure be filed, with the SEC all CPA:12 SEC Documents required to be so filed. (b) CPA:12 shall give prompt notice to CPA:14, and CPA:14 shall give prompt notice to CPA:12, if (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided that the Merger and delivery of any notice pursuant to this Section shall not limit or otherwise affect the other transactions contemplated by this Agreement remedies available hereunder to the party receiving such notice; and, provided further, that failure to give such notice shall not be treated as a breach of covenant for the purposes of Sections 5.2(b) or 5.3(b), as the case may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebybe.

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 set forth hereinherein and to applicable legal requirements, each of the parties agrees to Company, Parent and Merger Sub shall cooperate and use its their respective reasonable best efforts to take, or cause to be taken, all actionsnecessary action, 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 Agreementhereby, including using the satisfaction of the respective conditions set forth in Article VI. The Company shall use its reasonable best efforts to accomplish the following: (i) the taking of obtain, at its expense, all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedwaivers, (ii) the obtaining of all necessary actions or nonactions, waiverspermits, consents, approvals, orders and approvals or other authorizations from Governmental Entities and the making of other Persons, and shall effect all necessary registrations, declarations filings and filings (including registrations, declarations and filings notices with or to Governmental Entities, if any) and, subject as are listed or required to be listed in Section 3.4 of the limitations set forth herein, the taking of Company Disclosure Letter and to otherwise comply with all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or applicable Laws in connection with the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) 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. (b) As expeditiously as possible following the execution of this Agreement, and in any event within two (2) hours after the execution of this Agreement, the Company shall use its reasonable best efforts to ensure secure and cause to be filed with the Company consents from Stockholders necessary to secure the Requisite Stockholder Approval. As expeditiously as possible following the receipt of the Requisite Stockholder Approval, the Company shall deliver to Parent a certificate executed on behalf of the Company by its Secretary and certifying that the Merger Requisite Stockholder Approval has been obtained. The Company shall also send, pursuant to Sections 228 and 262(d) of the other transactions contemplated by this Agreement may be consummated as promptly as practicable on DGCL, a written notice to all stockholders of the terms contemplated by this Agreement and otherwise to minimize the effect of Company that did not execute such Legal Requirement on the Merger, written consent informing them that this Agreement and the transactions contemplated herebyMerger were adopted and approved by the stockholders of the Company and shall promptly inform Parent of the date on which such notice was sent.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 (a) Governmental and Section 5.3 hereof and upon Other Third-Party Approvals; Notification. Upon the terms and subject to the conditions set forth hereinin this Agreement (including those contained in this Section 5.09), each of the parties agrees to hereto shall, and shall cause its Subsidiaries to, use its commercially 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 proper, or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the followingincluding: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsPermits, waivers, consents, approvals, orders and authorizations actions or nonactions from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, Entities; (iiiii) the obtaining of all necessary consents, approvals consents or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viii) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of, of this Agreement. In The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and furnish to the other party copies of all substantive correspondence, filings and communications (and memoranda setting forth the substance thereof) with any Governmental Entity or member of a Governmental Entity’s staff with respect to this Agreement, the Merger or the transactions contemplated hereby (provided, that the parties shall be permitted to redact any correspondence, filings and communications to the extent such document contains commercially sensitive information, which information shall be provided to counsel on a confidential, counsel-to-counsel basis). If the Company, on the one hand, or Parent or Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall (i) commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll, or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned, or delayed) or (ii) participate in or attend any formal meeting with any Governmental Entity in respect of the Merger or the other transactions contemplated hereby without providing reasonable prior notice of such formal meeting to the other party and without providing a representative of the other party an opportunity to participate or attend. (b) Governmental Antitrust Authorities. Without limiting the foregoinggenerality of the undertakings pursuant to Section 5.09(a) hereof, the Company parties hereto shall: (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and its Board of Directors shalldocuments requested by any Governmental Antitrust Authority as necessary, if any takeover statute proper, or similar Legal Requirement is or becomes applicable advisable to the Merger, this Agreement or any permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws within ninety (90) days following the date of this Agreement unless otherwise agreed by the parties hereto and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws; and (ii) subject to the terms set forth in Section 5.09(c) hereof, use its their reasonable best efforts to ensure that take such actions as are necessary or advisable to obtain prompt approval of the Merger and consummation of 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 any Governmental Entity or expiration of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyapplicable waiting periods.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all such reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed 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 Proxim 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 its all 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (iib) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings promptly (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental EntityAuthority with respect to the transactions contemplated hereunder, (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesThird Parties set forth on Sections 3.04 and 3.10(c) of the Company Disclosure Schedule (the costs and expenses of which, including all Necessary Consentsif any, shall be borne solely by the Company or, if the Merger is consummated, the Surviving Corporation); provided that the failure to obtain any such consents, approvals or waivers shall not constitute a breach by the Company of any covenants or representations or, except with respect to the consents, approvals and waivers required by Section 7.02(f), the failure of any condition contained in this Agreement, (ivd) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyhereby or questioning the validity or legality of the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, reversed and (ve) the execution or 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, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable Parent each agree to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its reasonable best efforts to ensure take promptly any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Laws that may be asserted by any Federal, state and local and non-United States antitrust or competition authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust or otherwise the sale or disposition of such of its assets or businesses as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or preceding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement may be consummated as Agreement. In addition, each of the Company and Parent agrees to use its reasonable best efforts to take promptly as practicable on any and all steps necessary to vacate or lift any order relating to antitrust or competition that would have the terms effect of making any of the transactions contemplated by this Agreement and illegal or otherwise prohibiting or materially delaying their consummation. For the avoidance of doubt, notwithstanding anything herein to minimize the effect of such Legal Requirement contrary, “reasonable best efforts” shall impose on the MergerCompany and its Subsidiaries the obligation to pay filing, this Agreement application and similar fees but shall not impose on the transactions contemplated herebyCompany or its Subsidiaries any obligation to make payments, incur liabilities or grant contractual or other concessions to counterparties in order to secure any consents, waivers, approvals or authorizations.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties CBS and Gaylxxx xxxh 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 to consummate and make effective, in the most expeditious manner practicablea timely manner, the Merger Mergers and the other transactions contemplated by this Agreementthe Transaction Agreements, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waiverswaivers (including the Waiver), consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be reasonably necessary to obtain an approval, waiver (including the Waiver), order or authorization from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, including the actions or divestitures by CBS or its Affiliates contemplated by Section 4.2(c), if required as a condition to the approval of the FCC or the satisfactory conclusion of DOJ and/or FTC review under the Improvements Act, (iiiii) the obtaining of all necessary waivers, consents, approvals approvals, orders or waivers authorizations from third parties, including all Necessary Consents, (iviii) the defending of any suitssuit, claims, actions, investigations action or proceedingsproceeding, whether judicial or administrative, challenging this any Transaction Agreement or the consummation of any of the transactions contemplated herebyby any Transaction Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreementthe Transaction Agreements. In connection Gaylxxx xxxll obtain the consent to assignment of the microwave lease between the Limited Partnership and Dallas Main Center Limited Partnership and the lease with and without limiting the foregoingCrescent Real Estate, the Company and its Board of Directors shalleach as listed in Schedule 2.8 or, if any takeover statute or similar Legal Requirement is or becomes applicable such consents cannot be obtained, enter into replacement leases on terms not materially more disadvantageous to CBS, GTC, GCI and the Merger, this Agreement or any of Limited Partnership than those contained in the transactions contemplated by this Agreement, current microwave lease and Crescent Real Estate lease. CBS shall use its reasonable best efforts to ensure that cause the Merger shares of CBS Common Stock issued and delivered to Gaylxxx xxxeunder to be registered pursuant to an effective registration statement under Section 5 of the other transactions contemplated by this Agreement may Securities Act to be consummated as promptly as practicable registered or otherwise duly qualified under all appropriate state securities or "blue sky" laws or regulations, and to be approved for listing on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyNYSE.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 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 AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ); (iii) the obtaining taking of commercially reasonable acts necessary to obtain all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consentsany other consents, approvals or waivers from third parties referred to on Schedule 3.5(b) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent, Merger Sub I or Merger Sub II is a party that are not required for the operation of the Surviving Entity following Closing, if and to the extent reasonably requested by the Company; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). (b) Notwithstanding anything herein to the contrary, nothing in this Section 6.5 shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and capital stock, or the incurrence of any liability or expense. (c) From and after the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, Parent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands or other stockholder Legal Proceedings (including derivative claims) relating to 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 Transaction Agreement or any matters relating thereto other than any appraisal claims contemplated by Section 2.14 (collectively, the “Transaction Litigation”) commenced against, in the case of Parent, Merger Sub I or Merger Sub II, any of Parent, Merger Sub I or Merger Sub II or any of their respective Representatives (in their capacity as a representative of Parent, Merger Sub I or Merger Sub II) or, in the case of the transactions contemplated by this AgreementCompany, any Group Company or any of their respective Representatives (in their capacity as a representative of a Group Company). Parent and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation; provided, however, that in no event shall Parent, Merger Sub I or Merger Sub II, on one hand, or the Company, any other Group Company, on the other hand, or, in any case, any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company or Parent, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Parent will use its reasonable best efforts to ensure that cooperate with the Merger Company in its efforts to consummate the C Acquisition, including (i) responding promptly and furnishing information concerning itself and its Affiliates as reasonably requested by the other transactions contemplated by this Agreement may be consummated as promptly as practicable on Company and (ii) taking reasonably required actions to assist the terms contemplated by this Agreement and otherwise Company in its efforts to minimize satisfy the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyconditions set forth in any C Acquisition Transaction Document.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties GWBI and Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, 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, the Bank Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article ARTICLE VI to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders Orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to Entities (the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, “Requisite Regulatory Approvals”); (iii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals or waivers from third partiesPersons other than Governmental Entities and the making of all necessary registrations, declarations and filings with such Persons, if any, including all Necessary Consentswithout limitation, the approval by the trustees of HF Financial Capital Trust III, HF Financial Capital Trust IV, HF Financial Capital Trust V, and HF Financial Capital Trust VI, each a Delaware statutory trust organized for the purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of Company (the “Trusts”), of supplemental indentures pursuant to which GWBI will assume the obligations of Company under the existing indentures and guarantees related to the Trusts; and (iv) the defending taking of all commercially reasonable steps as may be necessary to avoid any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered Action by any court or other Governmental Entity vacated or reversed, 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 its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyEntity.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI ARTICLE VIII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ); (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consentsany other consents, approvals or waivers from third parties referred to on Section 4.5(b) of the Company Disclosure Letter; (iv) the termination of each agreement set forth on Section 7.9(iv) of the Company Disclosure Letter; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vvi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In connection with and without limiting This obligation shall include, on the foregoingpart of Parent, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable sending a termination letter to the Merger, this Trustee substantially in the applicable form attached to the Trust Agreement or any of (the transactions contemplated by this Agreement, use its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby“Trust Termination Letter”).

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and (a) Without limiting either party’s other obligations hereunder, upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 party hereto 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 AgreementAgreement and the Collateral Agreements, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Bodies and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesBodies, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental EntityBody, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary ConsentsThird Parties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, any Collateral Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, and (v) the execution or 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 Agreement 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 Collateral Agreements. (b) Nothing set forth in this Agreement, use its reasonable best efforts to ensure that the Merger and the any Collateral Agreement, or in any schedule, certificate, instrument, agreement or other transactions contemplated document delivered 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 Legal Requirement on the Merger, this Agreement and Buyer in connection with the transactions contemplated hereby, shall be deemed to require Buyer or any of its Affiliates to agree to any divestiture (including through a licensing arrangement or otherwise), by itself or through any of its Affiliates, of all or any portion of the Purchased Assets, the Storage Business, or any other businesses, operations, assets or properties of Buyer or any of its Affiliates, or any limitation, restriction or other imposition on the ability of Buyer or any of its Affiliates to conduct the Storage Business or any of their other businesses, or to own the Purchased Assets or any of their other assets and properties, in each case from and after the Closing.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consentsand to fully carry out the purposes of, this Agreement and (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. . (b) In connection with and without limiting the foregoing, the Company Aemetis and its Board of Directors shall, if any and Cilion and its Board of Directors shall each use their respective reasonable best efforts to: (1) take all action necessary to ensure that no state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to the Merger, this Agreement or the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any other transactions contemplated by this Agreement, use its reasonable best efforts take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on this Agreement, the Merger, this Agreement Merger and the other transactions contemplated herebyby this Agreement.

Reasonable Best Efforts. (a) Subject to the express specific provisions of Section 5.2 regarding Regulatory Filings and Section 5.3 hereof and upon PIPE Subscription Agreements contained herein, on the terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VIII to be satisfied, satisfied and to consummate the Transactions; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ); (iii) the obtaining of all necessary consents, approvals or waivers from third partiesPersons required as a result of the Transactions, including all Necessary Consentsany other consents, approvals or waivers from third Persons referred to on Section 4.05(b) of the Company Disclosure Letter; (iv) the termination of each agreement set forth on Section 7.05(a) of the Company Disclosure Letter; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vvi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. This obligation will include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). (b) In connection with furtherance and without limiting not in limitation of the foregoing, Parent, the Company and its Board Subsidiaries will propose, negotiate, effect or agree to, the sale, divestiture, license or other disposition of Directors shallany assets or businesses of the Company or its Subsidiaries or otherwise take any action that limits the freedom of action with respect to, if any takeover statute or similar Legal Requirement is or becomes applicable its ability to the Merger, this Agreement or retain any of the transactions contemplated by this Agreementbusinesses, use product lines or assets of the Company or its reasonable best efforts to ensure Subsidiaries; provided, however, that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable such action is conditioned on the terms contemplated by this Agreement Closing and otherwise would not reasonably be expected to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyhave a Company Material Adverse Effect.

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 set forth hereinof this Agreement, each of the parties agrees to party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws, rules and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this AgreementAgreement as soon as practicable after the date hereof, including using preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals (as defined herein) and all other consents, waivers, orders, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement. Each party shall use its reasonable best efforts to accomplish refrain from taking any action that would reasonably be expected to adversely affect or delay the following: ability of the parties to obtain all Requisite Regulatory Approvals. In furtherance and not in limitation of the foregoing, each party agrees (i) to make, as promptly as practicable, an appropriate filing of a Notification and Report Form pursuant to the taking of all HSR Act with respect to the transactions contemplated hereby, and (ii) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or by such authorities and to use reasonable acts necessary best efforts to cause the conditions precedent set forth expiration or termination of the applicable waiting periods under the HSR Act. (b) Each of Vulcan and Florida Rock shall, in Article VI connection with the efforts referenced in Section 5.3(a), use its reasonable best efforts to be satisfied(i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the obtaining other party of all necessary actions the status of any of the matters contemplated hereby, including providing the other party with a copy of any written communication (or nonactionssummary of oral communications) received by such party from, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth hereinor given by such party to, the taking Antitrust Division of all steps the Department of Justice, the Federal Trade Commission or any other Governmental Entity and remedies as may be necessary to avoid of any suit, claim, action, investigation written communication (or summary of oral communications) received or given in connection with any proceeding by a private party, in each case regarding any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking and (iii) consult with each other in advance to have the extent practicable of any stay meeting or temporary restraining order entered conference with any such Governmental Entity or, in connection with any proceeding by a private party, with any such other person, and to the extent permitted by any court such Governmental Entity or other Governmental Entity vacated or reversedperson, give the other party the opportunity to attend and participate in such meetings and conferences. (vc) In furtherance and not in limitation of the execution or delivery covenants of the parties contained in this Section 5.3, (i) if (A) any additional instruments necessary objections are asserted with respect to consummate the transactions contemplated byhereby under any law, and rule, regulation, order or decree (including the HSR Act), (B) any administrative or judicial action or proceeding is instituted (or threatened to fully carry out be instituted) by any Governmental Entity or private party challenging the purposes ofMergers or the other transactions contemplated hereby as violative of any law, this Agreement. In connection with and without limiting rule, regulation, order or decree (including the foregoingHSR Act) or that would otherwise prevent, materially delay or materially impede the Company and consummation of the Mergers or the other transactions contemplated hereby, or (C) any law, rule, regulation, order or decree is enacted, entered, promulgated or enforced by a Governmental Entity that would make the Mergers or the other transactions contemplated hereby illegal or would otherwise prevent, materially delay or materially impede the consummation of the Mergers or the other transactions contemplated hereby, then (ii) Vulcan shall use its Board of Directors shallreasonable best efforts to resolve any such objections, if any takeover statute actions or similar Legal Requirement is or becomes applicable proceedings so as to permit the Merger, this Agreement or any consummation of the transactions contemplated by this Agreement, including agreeing to sell, swap, hold separate or otherwise dispose of or conduct its or Florida Rock’s business or assets in a specified manner, or selling, swapping, holding separate or otherwise disposing of or conducting its or Florida Rock’s business or asset in a specified manner, which would resolve such objections, actions or proceedings such that the Merger can reasonably likely to be consummated by the date set forth in Section 7.1(c); provided that Vulcan shall use good faith efforts to swap rather than sell any businesses or assets that are required to be disposed of pursuant to this Section 5.3 if swapping the applicable business or assets would not prevent, materially delay or materially impede the consummation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, nothing in this Section 5.3 shall require, or be deemed to require the taking by Vulcan of any such action that (x) is not conditional on the consummation of the Mergers or (y) would reasonably be expected to result in a material adverse effect on Florida Rock. At the request of Vulcan, Florida Rock shall sell, swap, hold separate, or otherwise dispose of any of its assets, or cooperate with Vulcan in such actions, provided that Florida Rock shall not have to take any such action that is not conditional on the consummation of the Mergers. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.3, if any of the events specified in Section 5.3(c)(i)(B) or (C) occurs, then each of Vulcan and Florida Rock shall cooperate in all respects with each other and use its reasonable best efforts, subject to Section 5.3(c), to contest and resist any such administrative or judicial action or proceeding and to have vacated, lifted, reversed or overturned any judgment, injunction or other decree or order, whether temporary, preliminary or permanent, that is in effect and that prevents, materially delays or materially impedes the consummation of the Mergers or the other transactions contemplated by this Agreement and to have such law, rule, regulation, order or decree repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement, and each of Vulcan and Florida Rock shall use its reasonable best efforts to defend, at its own cost and expense, any such administrative or judicial actions or proceedings. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.3 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has up to then complied with its obligations under this Section 5.3. (f) Holdco shall agree to execute and deliver, at or prior to the Effective Time, supplemental indentures and other instruments required for the due assumption, as determined by the parties, of Florida Rock’s and Vulcan’s outstanding debt, guarantees and other securities to the extent required by the terms of such debt, guarantees and securities and the instruments and agreements relating thereto, and Florida Rock shall assist Holdco in accomplishing the same. (g) Each of Florida Rock and Vulcan and their respective Boards of Directors shall, if any “moratorium,” “control share,” “fair price” or other anti-takeover law or regulation becomes applicable to this Agreement, the Mergers, or any other transactions contemplated hereby, use all reasonable best efforts to ensure that the Merger Mergers and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise to minimize the effect of such Legal Requirement law or regulation on this Agreement, the Merger, this Agreement Mergers and the other transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to Section 7.1(b), Honeywell and Parent shall each cooperate with the express provisions of Section 5.2 other and Section 5.3 hereof use (and upon the terms and subject shall cause their respective Subsidiaries to the conditions set forth herein, each of the parties agrees to use its use) their respective reasonable best efforts to take, promptly (i) take or cause to be taken, taken all necessary actions, and to do, do or cause to be donedone all things, necessary, proper or advisable under this Agreement and applicable laws to assist consummate and cooperate with make effective the Merger and the other parties in doingtransactions contemplated by this Agreement as soon as practicable, including, without limitation, preparing and filing promptly and fully all things documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including, without limitation, any required filings under the HSR Act or any foreign antitrust, competition or trade regulation law, regulation or statute, or any amendments to any thereof) and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party 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 using reasonable best efforts . Subject to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject applicable laws relating to the limitations set forth hereinexchange of information and in addition to Section 7.1(c), Honeywell and Parent shall have the taking of all steps and remedies as may be necessary right to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated byreview in advance, and to fully carry out the purposes ofextent practicable each will consult the other on, this Agreement. In all the information relating to Honeywell and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental authority 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 its reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement Agreement. (b) Without limiting Section 7.1(a), Parent and Honeywell shall: (i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before the End Date, including without limitation defending through litigation on the merits any claim asserted in any court by any Person; and (ii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be consummated asserted by any governmental authority 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 End Date), including, with respect to Parent, Parent shall take all such actions, including, without limitation (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent (or any of its Subsidiaries) and (y) otherwise taking or committing to take actions that limit Parent or its Subsidiaries' freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries' businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing; provided, however, that Parent shall not be required to take any such actions if such action with respect to a comparable amount of assets, businesses or products lines of Honeywell would be reasonably likely, in the aggregate, to have a Material Adverse Effect on Honeywell and its Subsidiaries, taken as a whole; provided, further, however, that neither Parent nor Honeywell shall be required to sell, divest or otherwise dispose of any assets, businesses or product lines of Honeywell if such actions would be reasonably likely, in the aggregate, to have a Material Adverse Effect on Honeywell and its Subsidiaries. Honeywell shall take such of the foregoing actions as the Parent may request; provided that any such action is conditioned upon the consummation of the Merger. (c) Parent and Honeywell shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any governmental authority (whether domestic, foreign or supranational). In that regard, each party shall without limitation: (i) promptly as practicable on notify the terms other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any communications from or with any governmental authority (whether domestic, foreign or supranational) with respect to the Merger or any of the other transactions contemplated by this Agreement Agreement, (ii) permit the other to review and otherwise discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such governmental authority, (iii) not participate in any meeting with any such governmental authority unless it consults with the other in advance and to minimize the effect extent permitted by such governmental authority gives the other the opportunity to attend and participate thereat, (iv) furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Legal Requirement on the Merger, governmental authority with respect to this Agreement and the transactions contemplated herebyMerger, and (v) furnish the other with such necessary information and reasonable assistance as Parent or Honeywell may reasonably request in connection with its preparation of necessary filings or submissions of information to any such governmental authority. Parent and Honeywell may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or Honeywell, as the case may be) or its legal counsel.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties GWBI and Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, 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, the Bank Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article ARTICLE VI to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders Orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to Entities (the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, “Requisite Regulatory Approvals”); (iii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals or waivers from third partiesPersons other than Governmental Entities and the making of all necessary registrations, declarations and filings with such Persons, if any, including all Necessary Consentswithout limitation, the approval by the trustees of HF Financial Capital Trust III, HF Financial Capital Trust IV, HF Financial Capital Trust V, and HF Financial Capital Trust VI, each a Delaware statutory trust organized for the purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of Company (the “Trusts”), of supplemental indentures pursuant to which GWBI will assume the obligations of Company under the existing indentures and guarantees related to the Trusts; and (iv) the defending taking of all commercially reasonable steps as may be necessary to avoid any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging Action by any Governmental Entity. (b) Notwithstanding anything in this Agreement to the contrary, (i) neither GWBI nor Company shall be obligated to contest any final action or decision taken by any Governmental Entity challenging the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) 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 (ii) in no event shall GWBI or any of its reasonable best efforts Affiliates be required to ensure that offer or pay any consideration or agree to any requirement, restriction, covenant, undertaking, limitation or divestiture of any kind whatsoever as a condition to obtaining the Merger and Requisite Regulatory Approvals (other than conditions which impose an immaterial burden on GWBI, Company, or any of their Subsidiaries, Affiliates or assets) or in order to avoid, prevent or terminate any action by any Governmental Entity which would restrain, enjoin or otherwise prevent consummation of the other transactions contemplated by this Agreement Agreement, (iii) Company shall not, without GWBI’s prior written consent, take or agree to take any action described in clause (i) or (ii) immediately above, and (iv) the condition in Section 6.1(c) shall not be deemed satisfied if any Requisite Regulatory Approval contains any conditions or restrictions other than conditions which impose an immaterial burden on GWBI, Company, or any of their Subsidiaries, Affiliates or assets. (c) GWBI and Company will, upon request, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be consummated as promptly as practicable reasonably necessary or advisable in connection with any filing, notice or application made by or on the terms contemplated by this Agreement and otherwise behalf of any other party or any of its Subsidiaries with or to minimize the effect of such Legal Requirement on the Merger, this Agreement and any third party or Governmental Entity in connection with the transactions contemplated hereby. (d) Each party shall use all reasonable best efforts to not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement.

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 set forth hereinin this Agreement, each of the parties agrees Company and EGI-TRB shall use (and cause its affiliates to use use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, consents and approvals, orders including the Company Approvals and authorizations the ESOP Approvals, from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties and all consents, including all Necessary Consentsapprovals and waivers from third parties reasonably requested by EGI-TRB 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 EGI-TRB’s obligations hereunder), (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the Merger and the transactions contemplated byby this Agreement and (v) the obtaining of the Financing on the terms and conditions described in the Financing Commitments; provided, however, that in no event shall EGI-TRB, the Company or any of their Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement. Guarantor covenants and agrees to fully carry out the purposes of, this Agreement. In connection with matters set forth on Section 5.7(a) of the Company SPA Disclosure Schedule. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and its Board EGI-TRB shall (i) promptly, (A) but in no event later than fifteen (15) days after the date hereof, make their respective filings and thereafter make any other required submissions under the HSR Act, and (B) but in no event later than thirty (30) days after the date hereof, make their respective filings and thereafter make any other required submissions with the FCC to obtain the FCC Order (the “FCC Applications”), (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of Directors shallthis Agreement, the Merger Agreement or the consummation of the transactions contemplated thereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) use reasonable best efforts 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 Merger and transactions contemplated by this Agreement, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the FCC, the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any takeover statute other nation or similar Legal Requirement is other jurisdiction or becomes applicable any other person may assert under Regulatory Law with respect to the MergerMerger or transactions contemplated by this Agreement, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger or transactions contemplated by this Agreement Agreement, so as to enable the First Closing, the Second Closing and the Effective Time to occur as soon as reasonably possible (and in any event no later than the First Closing End Date (as hereinafter defined), in the case of the First Closing, and no later than the End Date, in the case of the Second Closing and the Effective Time), including, without limitation (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition of such assets or businesses of EGI-TRB or its Subsidiaries or affiliates or of the Company or its Subsidiaries and (y) otherwise taking or committing to take actions that after the Effective Time would limit the freedom of EGI-TRB 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 which would otherwise have the effect of preventing or materially delaying the Closing, (iv) promptly inform the other party upon receipt of any material communication from the FCC, the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this Agreement, use its reasonable best efforts Agreement and (v) subject to ensure that the Merger applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or EGI-TRB, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company and EGI-TRB shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and EGI-TRB agrees not to (A) participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate, (B) extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (C) enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement may without the prior written consent of the other party (such consent not to be consummated as promptly as practicable on unreasonably withheld, conditioned or delayed). (c) In furtherance and not in limitation of the terms covenants of the parties contained in this Section 5.7, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or the Merger Agreement as violative of any Regulatory Law, each of the Company and otherwise EGI-TRB shall cooperate in all respects with each other and shall use their respective reasonable best efforts to minimize the contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyby this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.7 shall limit a party’s right to terminate this Agreement pursuant to Section 8.19(b) or 8.19(f) or EGI-TRB’s right to terminate this Agreement pursuant to Section 8.19(g) so long as such party has, prior to such termination, complied with its obligations under this Section 5.7. (d) EGI-TRB and the Company acknowledge that license renewal applications (each, a “Renewal Application”) may be pending before the FCC with respect to one or more Company Stations (each, a “Renewal Station”). In order to avoid disruption or delay in the processing of the FCC Applications, EGI-TRB and the Company agree, as part of the FCC Applications, to request that the FCC apply its policy permitting the processing of license assignments and transfers in transactions involving multiple markets, notwithstanding the pendency of one or more license renewal applications. EGI-TRB and the Company agree to make such representations and undertakings as are reasonably necessary or appropriate to invoke such policy, including undertakings to assume the position of applicant with respect to any pending Renewal Application, and to assume the risks relating to such Renewal Application. To the extent reasonably necessary to expedite grant of a Renewal Application, and thereby facilitate grant of the FCC Applications, EGI-TRB and the Company shall enter into tolling agreements with the FCC with respect to the relevant Renewal Application as reasonably necessary or appropriate to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Renewal Station in connection with any pending complaints, investigations, letters of inquiry or other proceedings, including complaints that such Renewal Station aired programming that contained obscene, indecent or profane material (a “Tolling Agreement”). EGI-TRB and the Company shall consult in good faith with each other prior to entering into any such Tolling Agreement.

Reasonable Best Efforts. Subject to Each party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the express provisions or intent of Section 5.2 this Agreement and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein, each of the parties agrees to will use its reasonable best efforts Reasonable Best Efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedincluding, without limitation, (iia) the obtaining of all necessary actions or nonactions, waivers, cooperation in determining whether any other consents, approvals, orders orders, authorizations, waivers, declarations, filings or registrations of or with any Governmental Entity or third party are required in connection with the consummation of the transactions contemplated hereby, (b) using its Reasonable Best Efforts to obtain any such consents, approvals, orders, authorizations and authorizations from Governmental Entities waivers required to consummate the transactions contemplated by this Agreement and the making of all necessary to effect any such declarations, filings and registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anyc) and, subject using its Reasonable Best Efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the limitations set forth herein, ability of the taking of all steps and remedies as may be necessary parties to avoid any suit, claim, action, investigation or proceeding by any Governmental Entityconsummate the transactions contemplated hereby, (iiid) the obtaining of using its Reasonable Best Efforts to defend, and to cooperate in defending, all necessary consents, approvals lawsuits or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, other Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) causing the conditions set forth in Articles Sections 6.01 and 6.02, as applicable, to be satisfied on or prior to the Closing Date and (e) 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 its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) On the terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees to Seller and Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effectiveconsummate, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: in (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, 101951134.15 consents, approvals, orders clearances and authorizations approvals from Governmental Entities or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the and taking of all steps and remedies as may be necessary to obtain an approval from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, Entity or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement and (iiiii) the obtaining of all necessary consents, approvals defending any lawsuits or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedingsother legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyperformed 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. (b) Each of Seller and Purchaser shall (i) as promptly as practicable, and (v) but in no event later than 10 business days following the execution or and delivery of any additional instruments necessary this Agreement, file or cause to consummate be filed with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required for the transactions contemplated byhereby and any information required in connection therewith pursuant to the HSR Act and (ii) as promptly as practicable, make such other filings as are necessary and advisable in other jurisdictions as required by other Antitrust Laws. Any such filing, notification and report form and information shall comply with the requirements of the HSR Act or such other Antitrust Law. Each of Seller and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or such other Antitrust Law. In furtherance and not in limitation of the provisions of Section 5.04(a) and this Section 5.04(b), each party shall, and shall cause their respective affiliates to, promptly use its reasonable best efforts to fully carry out avoid, eliminate or resolve each and every impediment and obtain any clearance or approval required under the purposes of, this Agreement. In connection with and without limiting HSR Act or such other Antitrust Law that may be required by any Governmental Entity for 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 consummation of the transactions contemplated by this Agreement. (c) Subject to Applicable Law, use its reasonable best efforts Seller and Purchaser will furnish to ensure that the Merger and the other such reasonable information and assistance as the other may request in connection with the preparation of any required filings or submissions with any Governmental Entity and will cooperate in responding to any inquiry from a Governmental Entity, including promptly (and, in any event, within 24 hours thereof) informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Entity with respect to this Agreement (other than private or personal information pertaining to any individual applicants which may remain confidential). Seller and Purchaser shall promptly inform the other of any communication from any Governmental Entity with respect to this Agreement. The parties acknowledge that Purchaser shall direct the antitrust defense, and shall control all lawsuits or other legal Proceedings arising under any Antitrust Law. Notwithstanding anything to the contrary herein, Seller 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 101951134.15 settlement, consent decree, commitment or remedy, timing agreement, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Purchaser. (d) Seller and Purchaser shall be required to comply with any “Request for Additional Information and Documentary Materials” received from any Governmental Entity pursuant to the HSR Act or any other Antitrust Law. Seller and Purchaser agree to cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement may Agreement. (e) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be consummated as promptly as practicable on required to take or agree to take any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require or result in the terms contemplated by this Agreement and otherwise sale, divestiture or other direct or indirect disposition of any assets or rights of Purchaser or any of its affiliates or any portion of the Business or any Transferred Assets or (ii) limit Purchaser’s or any of its affiliates’ freedom of action with respect to, or its or their ability to minimize retain, consolidate or control, the effect Business or any of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyTransferred Assets or any of Purchaser’s or its affiliates’ other assets or businesses.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (ia) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, ; (iib) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (filings, including registrations, declarations and filings with Governmental Entities, if any) and, subject and filings required pursuant to the limitations set forth herein, Antitrust Laws and the taking of all commercially reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Legal Proceeding; (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consents, any other consents referred to on Schedule 3.05(b) of the Company Disclosure Letter; (ivd) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (ve) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, the Transactions. This obligation shall include, on the part of SPAC, sending a termination letter to the Exchange Agent substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement. In connection with and without limiting the foregoing, Agreement shall be deemed to require SPAC or the Company and its Board of Directors shall, if to agree to any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement divestiture by itself or any of its Affiliates of shares or shares of capital stock or of any business, assets or property, the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable imposition of any limitation on the terms contemplated by this Agreement ability of any of them to conduct their business or to own or exercise control of their respective assets, properties, shares capital and otherwise to minimize capital stock, or the effect incurrence of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyany liability or expense.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each of Parent and the parties Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, 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, the Subsequent Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and from Persons other than Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or Agreement, the consummation of the Merger, the Subsequent Merger or any of the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viv) the execution or delivery of any additional instruments reasonably necessary to consummate the Merger, the Subsequent Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In . (b) Each of Parent and the Company shall notify the other promptly upon the receipt of: (i) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto and without limiting (ii) any request by any officials of any Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant Table of Contents hereto, Parent or the foregoingCompany, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement. (c) Each party shall use all reasonable best efforts to not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, 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 businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not, individually or in the aggregate, reasonably be expected to materially impair the benefits sought to be derived by Parent from the transactions contemplated by this Agreement, use its reasonable best efforts including the Merger and the Subsequent Merger, or have a Material Adverse Effect on Parent and (ii) the Company shall not, without Parent’s prior written consent, take or agree to ensure that take any such action. (e) At or prior to the Effective Time, the Company shall deliver to Parent all consents, waivers or approvals obtained by the Company with respect to the consummation of the Merger, the Subsequent 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyAgreement.

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 set forth hereinof this Agreement (including Section 6.5(b)), each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use its use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doingall things, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts preparing and filing promptly and fully all documentation to accomplish the following: effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedincluding any required or recommended filings under applicable Antitrust Laws), and (ii) the obtaining of obtain all necessary actions or nonactions, waiversapprovals, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations permits, authorizations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by other confirmations from any Governmental EntityAuthority or third party necessary, (iii) the obtaining of all necessary consents, approvals proper or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments necessary advisable to consummate the transactions contemplated byTransactions, including without limitation the consents listed on Section 7.1(g) of the Old Remy Disclosure Schedule and Section 7.1(g) of the FNF Disclosure Schedule. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Antitrust Act of 1890, as amended, the Xxxxxxx Antitrust Act of 1914, as amended, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the Federal Trade Commission Act of 1914, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to fully carry out prohibit, restrict or regulate actions having the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board purpose or effect of Directors shall, if any takeover statute monopolization or similar Legal Requirement is restraint of trade or becomes applicable to the Merger, this Agreement lessening of competition through merger or any acquisition. (b) Each of the transactions contemplated by this Agreement, parties hereto shall use its reasonable best efforts to ensure that (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Merger Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, and (ii) keep the other transactions contemplated party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions. Subject to applicable Laws, each of the parties hereto shall have the right to review in advance and approve (such approval not to be unreasonably withheld) all the information relating to such party and its respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority by a party hereto in connection with the Transactions. No party hereto shall independently participate in any formal or informal meeting with any Governmental Authority in respect of any material communication or any filings, submissions, investigations or other inquiry, without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.5, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority or other Person with respect to the Transactions. Notwithstanding the foregoing or any other provision of this Agreement, neither Old Remy nor New Remy (nor FNF on behalf of New Remy) shall, without the other party’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 6.5 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.1 so long as such party has up to then complied in all material respects with its obligations under this Section 6.5, (ii) require any party to offer, accept or agree to (A) dispose or hold separate (in trust or otherwise) any part of its businesses, operations, assets or product lines (or a combination of Old Remy’s and New Remy’s respective businesses, operations, assets or product lines) or otherwise rearrange the composition of its assets, (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, any party may be consummated carry on business in any part of the world (including such party’s freedom of action with respect to future acquisitions of assets or businesses or its full rights of ownership with respect to any assets and businesses held as promptly as practicable on of the terms contemplated date hereof or at the Closing) and/or (D) take any action to impose restrictions or limitations upon the exercise of full rights of ownership by any holder of capital stock of FNF, Old Remy, New Remy or New Holdco, or otherwise to require the repurchase, redemption, deemed transfer, divestiture or other disposition (by forced sale or otherwise) of the capital stock held by any holder of shares of FNF, Old Remy, New Remy or New Holdco, or (iii) require any party to this Agreement and to contest or otherwise to minimize resist any administrative or judicial action or proceeding, including any proceeding by a private party, challenging any of the effect Transactions as violative of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyany Antitrust Law.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement (for purposes of this Section 6.03, transactions "contemplated by this Agreement" or transactions "contemplated hereby" shall include, without limitation, the Other Agreements contemplated by this Agreement and the transactions contemplated thereby), including using reasonable best efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (iib) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anyAuthorities) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental EntityAuthority, (iiic) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (ivd) the defending avoidance of impediments under any suitsinsurance, claimshealth, actionsantitrust, investigations merger control, competition, trade regulation or proceedings, whether judicial or administrative, challenging other Law that may be asserted by any Governmental Authority with respect to this Agreement or and the consummation of the Merger and other transactions contemplated hereby, including seeking hereby necessary to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, enable the conditions to Closing to be satisfied as promptly as practicable and (ve) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, of the Merger and the other transactions to be performed or consummated by such party in accordance with this Agreement. In connection with and without limiting the foregoingfirst sentence of this Section 6.03, each of the Company and its the Company Board of Directors shall, if any and Parent and the Parent Board shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to this Agreement, the Merger, this Agreement Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, use its reasonable best efforts take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or anything else to the contrary in this Agreement, nothing shall be deemed to require Parent to (A) agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent or any of its Subsidiaries or, assuming the consummation of the Merger, the Company or any of its Subsidiaries, (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Entity or any of their respective Affiliates may carry on business in any part of the world or restrict the exercise of the full rights of ownership; (D) agree to any terms or conditions that would impose any obligations on Parent or any of its Subsidiaries or, assuming the consummation of the Merger, the Company or any of its Subsidiaries, to maintain facilities, operations, places of business, employment levels, products or businesses, or any other restriction, limitation, obligation or qualification or (E) make any payments, which, in the case of any of clauses (A) through (E), (i) would have, or would be reasonably likely to have, individually or in the aggregate, a material adverse effect on the Company and its Subsidiaries, taken as a whole, or on Parent and its Subsidiaries, taken as a whole (it being agreed that in the case of measuring the effect on Parent and its Subsidiaries in this Agreement clause (i), (x) "Subsidiaries" shall not include the Company or its Subsidiaries, (y) "material adverse effect" shall be the level of, and shall be measured as to, what would have, or would be reasonably likely to have, a "material adverse effect" on the Company and its Subsidiaries, taken as a whole, and not the level or measure of what would have, or would be reasonably likely to have, a "material adverse effect" on Parent and its Subsidiaries, taken as a whole, and (z) the effect shall be with respect to Parent and its Subsidiaries) or (ii) would, or would be reasonably likely to, materially impair the benefits reasonably expected to be derived by Parent from the transactions contemplated herebyby this Agreement, including the Merger, provided, however, that for purposes of determining whether a material adverse effect under clause (i) above or a material impairment under clause (ii) above has occurred, the parties agree to exclude from any such determination the aggregate amount of the effects (1) of the actions of the type described in clauses (A), if any, (B), if any, (C), (D) and (E) above, that were imposed, required, agreed to or consented to by state Governmental Authorities in any of the Precedent Health Care Transactions, such exclusion to be limited to the extent such effects are comparable to or lesser than those that were imposed, required, agreed to or consented to by state Governmental Authorities in such Precedent Health Care Transactions (giving consideration to all relevant factors, including the comparability of such Precedent Health Care Transactions to the Merger and the amount, degree, scope and duration of such effects of any such actions in the aggregate); or (2) resulting from or arising out of changes in the business plans or operations of (x) Parent or its Subsidiaries that have a material affect on Parent's or its Subsidiaries' ability to satisfy or comply with statutory requirements of the filings under applicable Law relating to the consents, approvals, authorizations, orders, permits, waivers or waiting period expirations or terminations required in connection with the Merger and other transactions contemplated by this Agreement or (y) the Company or its Subsidiaries, which in any case under clause (x) or (y), are proposed by Parent or its Subsidiaries to be effective on and after the Effective Time, but not changes in the business plans or operations requested or demanded by Governmental Authorities whose consent, approval, authorization, order, permit, waiver or waiting period expiration or termination is required in connection with the Merger and other transactions contemplated by this Agreement (clauses (i) and (ii), as qualified by the foregoing proviso, being a "Negative Regulatory Action "). In the event any action of a type described in clauses (A), if any, (B), if any, (C), (D) or (E) above was imposed, required, agreed to, or consented to by state Governmental Authorities in more than one of the Precedent Health Care Transactions, it is agreed and understood that the action of such type having the greatest adverse effect in any of the Precedent Health Care Transactions shall be used for purposes of determining both (I) comparability of the Precedent Health Care Transactions to the Merger and the amount, degree, scope and duration of effects, and (II) the effects which are excluded from the determination of whether a material adverse effect under clause (i) above or a material impairment under clause (ii) above has occurred. It is understood and agreed that Parent or its Subsidiaries (including the Company and its Subsidiaries) shall be required to take the actions described in clauses (A), (B), (C), (D) and (E) of the second preceding sentence to the extent such actions would not constitute a Negative Regulatory Action.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transactions and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to accomplish the following: (ia) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, ; (iib) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (filings, including registrations, declarations and filings with Governmental Entities, if any) and, subject and filings required pursuant to the limitations set forth herein, Antitrust Laws and the taking of all commercially reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Legal Proceeding; (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consentsany other consents referred to on Schedule 3.7(b) of the Company Disclosure Letter (it being understood, for the avoidance of doubt, that nothing herein shall require the Company in connection therewith to incur any liability or expense or subject itself, any of its Subsidiaries or the business of the foregoing to any imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their assets or properties); (ivd) the termination of each agreement set forth on Schedule 6.5 of the Company Disclosure Letter; (e) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vf) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In connection with and without limiting This obligation shall include, on the foregoingpart of Parent, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable sending a termination letter to the MergerTransfer Agent substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require a Party to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable imposition of any limitation on the terms contemplated by this Agreement ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and otherwise to minimize capital stock, or the effect incurrence of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyany liability or expense.

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 conditions of this Agreement, the conditions set forth herein, Company and Parent shall (and shall cause their respective Subsidiaries to) each of the parties agrees to use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in effective the most expeditious manner practicable, Transactions prior to the Merger and the other transactions contemplated by this AgreementEnd Date, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consentsregistrations, approvalspermits, orders authorizations, orders, consents and authorizations approvals from Governmental Entities Authorities, the expiry or termination of any applicable waiting periods, and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be reasonably necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityAuthorities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties necessary, proper or advisable to consummate the Transactions and (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of, of this Agreement. (b) In furtherance and not in limitation of the undertakings pursuant to this Section 6.11, each of Parent, including, if applicable, its “ultimate parent entity,” as that term is defined in the HSR Act and its implementing regulations (“UPE”), on the one hand, and the Company, on the other hand, shall (i) prepare and file any notification and report forms and related material required under the HSR Act and any other applicable Antitrust and Foreign Investment Laws with respect to the Transactions (if any), and any additional filings or notifications and related material that are necessary to permit consummation of the Transactions as promptly as practicable (but, in each case, within the timeframes set out in Section 6.11(b) of the Company Disclosure Letter) and (ii) provide or cause to be provided as promptly as reasonably practicable any information and documentary material that may be reasonably requested by the DOJ or FTC under the HSR Act or by other Governmental Authorities under applicable Antitrust and Foreign Investment Laws. Parent shall pay all filing fees payable pursuant to the HSR Act or other applicable Antitrust and Foreign Investment Laws (if any). (c) The Company and Parent shall jointly devise and implement the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 6.11, including determining whether to stay, toll or extend, directly or indirectly, any applicable waiting period under the HSR Act or other applicable Antitrust and Foreign Investment Law. In furtherance of the foregoing, subject to Applicable Law, the Company and Parent shall (and shall cause their respective counsel to and (x) with respect to the Company, shall cause the Company Subsidiaries to and (y) with respect to Parent, shall cause its Subsidiaries to) (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and without limiting in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any Proceeding initiated by a private Person, (ii) have the right to review in advance, and to the extent practicable each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions and of any material communication received or given in connection with any Proceeding by a private Person, in each case regarding any of the Transactions, (iii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority (including, in the case of Parent, any material communication received from its UPE, if applicable) and (iv) promptly furnish each other with copies of all material correspondence, filings and written communications between them or their Subsidiaries or, in the case of Parent, its UPE, if applicable, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the Transactions. In furtherance of the foregoing, the Company and Parent shall provide the other party and its Board counsel with advance notice of Directors and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions; provided that each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective Subsidiaries (in the case of the Company), as the case may be, that appears in any filing made with, or written materials (including correspondence) submitted to, any Third Party and/or any Governmental Authority in connection with any governmental inquiry, investigation or Proceeding with respect to the Transactions. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.11 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this Section 6.11, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Acquired Companies and as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) Without limiting the generality of the undertakings of Parent and the Company pursuant to Section 6.11(a) and Section 6.11(b), each of Parent and the Company shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any and shall cause each of the transactions contemplated by this Agreementits Subsidiaries to, use its reasonable best efforts to ensure take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust and Foreign Investment Laws that may be asserted by any Governmental Authority or any other Person so as to enable the Merger parties hereto to obtain all necessary actions, waivers, registrations, permits, authorizations, orders, consents, approvals, and the expiry or termination of any applicable waiting periods from Governmental Authorities to consummate the Transactions. Notwithstanding anything to the contrary in this Agreement, no party shall be required to (and the Company and the Company Subsidiaries shall not, without the prior written consent of Parent), (i) propose, negotiate, commit to, effect, by consent decree, hold separate orders, or otherwise, the sale, divestiture, license or other transactions contemplated disposition of such of its and their assets, properties or businesses or of the assets, properties or businesses to be acquired by this Agreement may be consummated as promptly as practicable on Parent pursuant hereto, (ii) enter into such other arrangements to avoid the terms contemplated entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding by this Agreement a Governmental Authority or any other Person under Antitrust and Foreign Investment Laws that would otherwise to minimize have the effect of such Legal Requirement preventing or materially delaying the consummation of the Transactions, other than, solely with respect to the FDI Laws, any action, concession or undertaking (other than any hold separate, sale, divestiture, license or other disposition of assets, properties or businesses) that (y) is conditioned on the MergerClosing and (z) would not reasonably be expected to (A) have a material and adverse impact on the benefits expected to be derived by Parent from the Transactions or (B) be material, individually or in the aggregate, to the business, results of operation, financial condition or operations of Parent or the Acquired Companies or (iii) defend any claim asserted in court by any Governmental Authority or any other Person under Antitrust and Foreign Investment Laws in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would prevent the Closing occurring prior to the End Date. (e) From the date of this Agreement until the earlier of (i) the valid termination of this Agreement in accordance with its terms and (ii) the transactions contemplated herebyexpiration of termination of the waiting period under the HSR Act applicable to the Transactions, neither Parent nor Merger Sub (nor any other Affiliate of Parent) shall enter into any agreement, transaction or any agreement to effect any transaction (including any merger or acquisition) that would reasonably be expected to materially and adversely affect or materially delay Parent’s or Merger Sub’s ability to: (i) obtain the timely expiration or termination of the waiting period under the HSR Act, or the authorizations, consents, Orders and approvals required under any other applicable Antitrust and Foreign Investment Laws, applicable to the Transactions; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order that would materially delay or prevent the consummation of the Transactions; or (iii) obtain all other authorizations, consents, Orders and approvals of Governmental Authorities necessary for the consummation of the Transactions in accordance with the terms and conditions of this Agreement.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth herein, each 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 to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking causing of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) 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, including seeking to have any stay or stay, temporary restraining order or preliminary injunction entered by any court or other Governmental Entity vacated or reversed, 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 Credence 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 its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties 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 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 AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI VIII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ); (iii) the obtaining taking of commercially reasonable acts necessary to obtain all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including all Necessary Consentsany other consents, approvals or waivers from third parties referred to on Schedule 4.5(b) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent or Merger Sub is a party that are not required for the operation of the Surviving Company following Closing, if and to the extent reasonably requested by the Company; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). (b) Notwithstanding anything herein to the contrary, nothing in this Agreement. In connection with Section 7.5 shall be deemed to require (i) Parent or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and without limiting capital stock, or the foregoingincurrence of any liability or expense or (ii) the Company to obtain the consent of ISMMS to any amendment, modification, extension or termination of any existing Contract between the Company and ISMMS. (c) From and after the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement pursuant to its Board terms, Parent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of Directors shallany stockholder demands or other stockholder Legal Proceedings (including derivative claims) relating to this Agreement, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Transaction Agreement or any matters relating thereto other than any appraisal claims contemplated by Section 2.13 (collectively, the “Transaction Litigation”) commenced against, in the case of Parent or Merger Sub, any of Parent or Merger Sub or any of their respective Representatives (in their capacity as a representative of Parent or Merger Sub) or, in the case of the transactions contemplated by this AgreementCompany, use its reasonable best efforts to ensure that the Merger any Group Company or any of their respective Representatives (in their capacity as a representative of a Group Company). Parent and the Company shall each (i) keep the other transactions contemplated by this Agreement may be consummated as promptly as practicable reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation; provided, however, that in no event shall Parent or Merger Sub, on one hand, or the Company, any other Group Company, on the terms contemplated by this Agreement and otherwise to minimize other hand, or, in any case, any of their respective Representatives settle or compromise any Transaction Litigation without the effect prior written consent of such Legal Requirement on the MergerCompany or Parent, this Agreement and as the transactions contemplated herebycase may be.

Reasonable Best Efforts. Subject to the express provisions terms of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth hereinthis Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause the Closing 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 Agreementoccur, including by using reasonable best efforts to accomplish the following: (i) the taking cause each of all reasonable acts necessary to cause the conditions precedent to Closing set forth in Article VI Sections 4.1, 4.2 and 4.3 and to obtain the regulatory consents set forth on Schedules 5.1(c), 5.2(e) and 5.3(c) to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, in each case subject to the limitations set forth hereinterms and conditions of this Agreement. Without limiting the generality of the foregoing or the provisions of Section 6.3(e), (i) for purposes of this Section 6.3(d) and Section 6.3(e), the "reasonable best efforts" of the Parties shall include such Persons' agreement to reasonably cooperate in good faith with the other Parties in obtaining, and taking of all steps and remedies such action as may be reasonably necessary to avoid any suitobtain, claim, action, investigation or proceeding by the agreement of any Governmental EntityEntity to approve, (iii) the obtaining of all necessary consentsor not to seek an injunction against or otherwise oppose, approvals or waivers from third parties, including all Necessary Consents, (iv) 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 (ii) each Party shall use its reasonable best efforts to file or cause to be filed with appropriate Governmental Entities any notifications or other filings the Parties mutually and reasonably believe to be required to be filed under applicable statutes, laws, ordinances, rules, orders and regulations of any Governmental Entity with respect to the transactions contemplated hereby; provided, however, that nothing contained herein or elsewhere in this Agreement will require Investor or any of its Affiliates to (x) agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets or (y) litigate, pursue or defend against any administrative or judicial action or proceeding (including seeking to have any stay or temporary restraining order entered by or preliminary injunction) challenging any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated byhereby as violative of any Antitrust Law. Each of Seller and the Company, on the one hand, and Investor, on the other hand, agrees not to fully carry out the purposes ofparticipate, this Agreement. In or to permit their respective Subsidiaries to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with and without limiting the foregoingeffecting any such filing required by Antitrust Laws or obtaining any such clearance, the Company and its Board of Directors shall, if any takeover statute approval or similar Legal Requirement is or becomes applicable authorization required by Antitrust Laws to the Merger, this Agreement or any of consummate the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that the Merger and unless it consults with the other transactions contemplated Parties in advance and, to the extent not prohibited by this Agreement may be consummated as promptly as practicable on such Governmental Entity, gives the terms contemplated by this Agreement other Parties the opportunity to attend and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyparticipate.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to conditions herein provided, the conditions set forth herein, each Company and ICL on behalf of the parties agrees Shareholders agree 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 to consummate and make effective, in the most expeditious manner effective as promptly as practicable, but in any event, prior to the Merger and Closing, the other transactions contemplated by this AgreementRestated Agreement and the Company Transaction Agreements including, including using reasonable best efforts but not limited to accomplish the following: (i) obtaining the taking Consent of all reasonable acts necessary others to cause this Restated Agreement, the conditions precedent set forth in Article VI to be satisfiedCompany Transaction Agreements and the transactions contemplated hereby and thereby, (ii) the obtaining defending of all necessary actions any Litigation against the Company, ICL, any Subsidiary, or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth hereinany Shareholder challenging this Restated Agreement, the taking Transaction Agreements or the consummation of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation the transactions contemplated hereby or proceeding by any Governmental Entitythereby, (iii) the obtaining of all necessary consents, approvals or waivers Consents from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or Governmental Authorities required for the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed(iv) timely making all necessary filings under the HSR Act, and (v) timely making the execution or delivery Exon-Xxxxxx Filings and any filings required under the laws of any additional instruments necessary to consummate the transactions contemplated byNova Scotia, and the Investment Canada Act and by the U.S. Department of Commerce's reporting requirements for foreign investments in the United States. Upon the terms and subject to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoingconditions hereof, 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 ICL on behalf of the transactions contemplated by this Agreement, Shareholders agree to use its their reasonable best efforts to ensure that the Merger take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to satisfy the other transactions contemplated by this Agreement may be consummated conditions of the Closing set forth herein. The Company and ICL on behalf of the Shareholders will consult with counsel for Parent as promptly as practicable on to, and will permit such counsel to participate in, at Parent's expense, any Litigation referred to in clause (ii) above brought against or involving the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the MergerCompany, this Agreement and the transactions contemplated herebyany Subsidiary or any Shareholder.

Reasonable Best Efforts. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law. (b) Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth hereinof this Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to achieve satisfaction of the Conditions and to consummate the Acquisition and make effectiveeffective the Transactions, in as soon as practicable after the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementdate hereof, including using reasonable best efforts to accomplish the following: in (i) preparing and filing, in consultation with the taking of other Party and as promptly as practicable and advisable after the date hereof, all reasonable acts documentation to effect all necessary applications, notices, petitions, filings, and other documents and to cause the conditions precedent set forth in Article VI obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be satisfiedobtained from any third party and/or any Governmental Entity in order to consummate the Acquisition, Scheme, or any of the other Transactions, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) andincluding any required action or non-action from the applicable Governmental Entities under the Antitrust Laws, subject the DPA, Foreign Investment Laws, or other Laws related to the limitations set forth herein, the taking of all steps Regulatory Clearances and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the contesting and defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the transactions contemplated herebyAcquisition or any of the other Transactions, including (A) seeking to have any stay or temporary restraining order (or other Order) entered by any court or Governmental Entity vacated, reversed or terminated and (B) defending through litigation on the merits any claim asserted in court by any Person to avoid entry of, or to have vacated, reversed or terminated, any Order (whether temporary, preliminary or permanent) that would restrain or prevent Completion from occurring prior to the Outside Date. In furtherance and not in limitation of the foregoing, each Party agrees to make, as promptly as reasonably practicable, (I) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (II) a joint voluntary notice with the Committee on Foreign Investment in the United States in accordance with Section 721 of the Defense Production Act of 1950, as amended (the “DPA”), (III) any filing, notification, submission or report required pursuant to non-U.S. Antitrust Laws, (IV) appropriate filings, notifications, submissions or reports, if any are required or voluntarily submitted, pursuant to the Foreign Investment Laws and (V) appropriate filings, notifications, submissions or reports related to all other Regulatory Clearances. (c) Each of Aon and WTW shall, in connection with the efforts referenced in Section 8.2(b), (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication, inquiry or investigation received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity vacated Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or reversedgiven in connection with any proceeding by a private party, in each case regarding any of the Transactions; provided, however, that materials may be redacted or withheld (A) to remove references concerning the valuation of Aon, WTW or any of their Subsidiaries, (B) as necessary to comply with contractual arrangements in effect as of the date hereof, and (vC) the execution or delivery of any additional instruments as necessary to consummate the transactions contemplated byaddress reasonable privilege or confidentiality concerns (collectively, 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 its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.“Permitted Redactions”); and

Reasonable Best Efforts. Subject The Company shall use commercially reasonable efforts: (i) to prepare and file with the express provisions of Section 5.2 and Section 5.3 hereof and upon SEC within 90 days after the terms and subject to the conditions set forth herein, each Company’s receipt of the parties agrees appropriate registration requests from Holders pursuant to use its reasonable best efforts to takeSection 2.1, or cause to be taken, all actionsa Registration Statement on any form selected by the Company, and to do, or cause such Registration Statement to be done, become effective as soon as reasonably practicable and to assist and cooperate with remain continuously effective for 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 time period required by this AgreementAgreement to the extent permitted under applicable law; provided, including using reasonable best efforts however, that nothing in this Agreement shall require the Company to accomplish the following: (i) the taking of all reasonable acts necessary file or maintain any registration statement pursuant to cause the conditions precedent set forth in Article VI to be satisfied, “Rule 415” or “shelf” procedures; (ii) to comply with the obtaining provisions of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies Securities Act as may be necessary to avoid any suit, claim, action, investigation facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or proceeding methods of disposition by any Governmental Entity, the selling Holders thereof set forth in such Registration Statement or such Prospectus or Prospectus Supplement; (iii) to notify the obtaining selling Holders and the managing underwriters, if any, promptly if at any time (A) any Prospectus, Registration Statement or amendment or supplement thereto is filed, (B) any Registration Statement, or any post-effective amendment thereto, becomes effective, (C) the SEC requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (D) the SEC issues any stop order suspending the effectiveness of all a Registration Statement or initiates any proceedings for that purpose, (E) the Company receives any notice that the qualification of any Registrable Securities for the sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualifications, or (F) any event occurs which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary consentsto make the statements therein not misleading; (iv) to make every reasonable best effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, approvals or waivers from third partiesthe qualification of any Registrable Securities for sale in any U.S. jurisdiction, as soon as reasonably practicable; (v) to furnish upon request to each selling Holder and each managing underwriter, if any, one complete copy of the Registration Statement or Registration Statements or any post-effective amendment thereto, including all Necessary Consentsfinancial statements and schedules thereto, all documents incorporated therein by reference all exhibits thereto (ivincluding exhibits incorporated by reference); (vi) to deliver to each selling Holder and each underwriter, if any, as many copies of the defending Prospectus or Prospectuses (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons may reasonably request and to consent to the use of such Prospectus or any amendment or supplement thereto by each such selling Holder and underwriter, if any, in connection with the offering and sale of Registrable Securities covered by such Prospectus, amendment or supplement; (vii) prior to any public offering of Registrable Securities, to register or qualify, or to cooperate with the selling Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such U.S. jurisdictions as may be reasonably requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; provided, however, that the Company will not be required to qualify generally to do business in any Jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or taxation in any jurisdiction where it is not then so subject; and (viii) to cooperate with the selling Holders and the underwriters, if any, in the preparation and delivery of certificates representing the Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders or managing underwriters may request at least two business days prior to any sale of Registrable Securities represented by such certificates; (ix) upon the occurrence of any suitsevent described in subclause (F) of clause (iii) of this paragraph (a), claims, actions, investigations promptly to prepare and file a supplement or proceedings, whether judicial post-effective amendment to the applicable Registration Statement or administrative, challenging this Agreement Prospectus or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered document incorporated therein by any court or other Governmental Entity vacated or reversedreference, and (v) the execution any other required document, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or delivery of omit to state any additional instruments material fact necessary to consummate make the transactions contemplated bystatements therein not misleading, and to fully carry out cause such supplement or post-effective amendment to be filed or be effective as soon as reasonably practicable; (x) to take all other actions in connection therewith as are reasonably necessary or desirable in order to facilitate 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 disposition of the transactions Registrable Securities included in such Registration Statement and, in the case of an underwritten offering, to enter into an underwriting agreement in customary form, including, without limitation, customary indemnities; (xi) to comply with all applicable rules and regulations of the SEC relating to such Registration Statement and the distribution of the securities being offered or otherwise necessary in order to perform the Company’s obligations under this paragraph (a); (xii) to cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (the “NASD”); and (xiii) to take all other reasonable steps necessary and appropriate to effect such registration in the manner contemplated by this Agreement, use its 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each 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 reasonably 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 using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders licenses and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all reasonable steps and remedies as may be necessary to obtain an approval, waiver or license from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (and in furtherance thereof the Parent, including all Necessary Consentswith the prior written consent of the Company, may make and commit to make payments to third parties and enter into or modify agreements), (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. . (b) In connection with and with, but without limiting limiting, the foregoing, the Company Parent and its Board of Directors shall, if any shall (i) use reasonable best efforts to ensure that no state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to this Agreement, the Merger, Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Merger or any of the transactions contemplated by this Agreement, use its 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 Legal Requirement statute or regulation on the MergerMerger and the other transactions contemplated by this Agreement. (c) Each of the parties hereto shall promptly provide the others with a copy of any inquiry or request for information (including any oral request for information), pleading, order or other document either party receives from any Governmental Entities with respect to the matters referred to in Section 5.4. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, if received by it or any of the Subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any USDI Material Contract or Company Material Contract, or (ii) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated herebyby this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.4 shall not cure such breach or noncompliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 6.2 and Section 5.3 6.3 hereof and upon the terms and subject to the conditions set forth herein, each 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 Merger, the Debt Financing and the other transactions contemplated by this Agreement, including using all reasonable best efforts to accomplish the following: (i) the taking satisfaction of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, VII; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, and the taking of all steps and remedies as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, ; (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; 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 its all 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 Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, each of the parties Parties, including the Stockholders’ Representative, 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI VIII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and, subject to the limitations set forth herein, and the taking of all commercially reasonable steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Actions; (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, parties required as a result of the Transactions; and (iv) 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, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreement. In connection with and without the Transactions. (b) Without limiting the generality of the foregoing, neither Parent nor the Company and its Board of Directors shall, and each shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion 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, merger or consolidation could reasonably be expected to (i) impose a material delay in the obtaining of, or increase the risk of not obtaining, any takeover statute consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or similar Legal Requirement is order of any Governmental Authority necessary to consummate the transactions contemplated hereby or becomes the expiration or termination of any applicable to waiting period, (ii) increase the Merger, this Agreement or risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that hereby or (iii) delay 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 consummation of such Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 terms hereof, the Company, the Parent and Section 5.3 hereof the Purchaser shall, and upon the terms Parent and subject to the conditions set forth hereinCompany shall cause their respective Subsidiaries and Affiliates to, each of the parties agrees to use its their reasonable best efforts to to: (a) 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 effectiveeffective the Transactions as promptly as reasonably practicable; (b) obtain from any Governmental Entity or any other third party any consents, in the most expeditious manner practicablelicenses, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionspermits, waivers, consents, approvals, authorizations, or orders and authorizations from Governmental Entities send any notices, in each case, which are required to be obtained, made or sent by the Company or the Parent or any of their Subsidiaries in connection with the authorization, execution and the making delivery of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or and the consummation of the transactions contemplated herebyTransactions; provided that in connection therewith none of the Company or its Subsidiary will be required to (nor, without the prior written consent of the Parent, will) make or agree to make any payment or accept any material conditions or obligations, including seeking amendments to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedexisting conditions and obligations; (c) as promptly as practicable, make all necessary filings and notifications, and thereafter make any other submissions and applications with respect to this Agreement and the Transactions required under any applicable statute, law, rule or regulation; and (vd) the execution execute or delivery of deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In The Company and the Parent shall cooperate with each other in connection with the making of all such filings, submissions, applications and without limiting the foregoing, the requests. 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, Parent shall each use its their reasonable best efforts to ensure that furnish to each other (on an outside counsel basis if appropriate) all information required for any filing, submission, application or request to be made pursuant to the Merger rules and regulations of any applicable statute, law, rule or regulation in connection with the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated herebyTransactions.

Reasonable Best Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to ----------------------- conditions herein provided, Web and the conditions set forth herein, each of the parties agrees Web Shareholders agree 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 to consummate and make effectiveeffective as promptly as practicable, but in any event, prior to the most expeditious manner practicableClosing, the Merger and the other transactions contemplated by this AgreementAgreement and the Web Transaction Agreements including, including using reasonable best efforts but not limited to accomplish the following: (i) obtaining the taking Consent of all reasonable acts necessary others to cause this Agreement, the conditions precedent set forth in Article VI to be satisfiedWeb Transaction Agreements and the transactions contemplated hereby and thereby, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suitsLitigation against Web, claims, actions, investigations or proceedings, whether judicial or administrative, involving any Web Shareholder challenging this Agreement Agreement, the Web Transaction Agreements or the consummation of the transactions contemplated herebyhereby or thereby, including seeking excluding any Litigation caused by or relating to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, 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 Parent or any Active Parent Subsidiary, (iii) obtaining all Consents from Governmental Authorities required for the consummation of the transactions contemplated by this Agreement, use its 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 Legal Requirement on the Merger, this Agreement exchange and the transactions contemplated hereby, and (iv) timely making all necessary filings under the HSR Act. Upon the terms and subject to the conditions hereof, Web and the Web Shareholders agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to satisfy the other conditions of the Closing set forth herein. Web and the Web Shareholders will consult with counsel for Parent as to, and will permit such counsel to participate in, at Parent's expense, any Litigation referred to in clause (ii) above brought against or involving Web or any Web Shareholder.

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 set forth contained herein, each of the parties agrees Company and Investor agree to use its their reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. In case at any time after Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, including using the proper officers and directors of each party to this Agreement shall take all such necessary action. Such reasonable best efforts to accomplish the following: shall include, without limitation, (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or parties and governmental authorities necessary to the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, this Agreement and the Ancillary Agreements and (vii) opposing vigorously any litigation or administrative proceeding relating to this Agreement and the execution Ancillary Agreements or delivery of any additional instruments necessary to consummate the transactions contemplated byhereby or thereby, including, without limitation, promptly appealing any adverse court or agency order. Notwithstanding the foregoing or any other provisions contained in this Agreement to the contrary, neither Investor nor any of its affiliates shall be under any obligation of any kind to enter into any negotiations or to otherwise agree with any Governmental Entity, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or any other party to fully carry out the purposes sell or otherwise dispose of, this Agreement. In connection hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, Investor or any of Investor's affiliates. (b) The Company shall give and make all required notices and reports to the appropriate persons with respect to the Permits and without limiting Environmental Permits that may be necessary for the foregoing, consummation of the Investment Transactions. (c) The Company and its Board of Directors shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar Legal Requirement statute or regulation is or becomes applicable to this Agreement or any of the Merger, transactions hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any of the transactions contemplated by this Agreementhereby, use its reasonable best efforts take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement statute or regulation on the Merger, this Agreement and the transactions contemplated herebyby this Agreement.