Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub agree to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtedness.

Reasonable Best Efforts. Except as otherwise contemplated Upon the terms and subject to the conditions set forth in this Agreement, and in all cases subject to Section 7.2(b), each of Parent, Merger Sub and the Company, Parent and Sub agree to Company shall use its reasonable best efforts to take, or cause to be taken, all actions necessary that are necessary, proper or advisable to comply consummate and make effective, as promptly with all legal requirements that may be imposed on itself with respect as practicable, the Transactions, including using reasonable best efforts to (a) cause (i) each of the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and (ii) each of the conditions to the Merger set forth in Article VIII to be satisfied, in each case as promptly as practicable after the date of this Agreement, (which b) obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions shall include furnishing or non-actions and Consents from Governmental Authorities and make all information required under the HSR Act necessary registrations, declarations and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information Authorities, that are necessary to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with consummate the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts (c) obtain all necessary Consents under any Contracts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, which the Company or any of their subsidiaries its Subsidiaries is a party in connection with the Offer this Agreement and the Merger consummation of the Transactions and (d) reasonably cooperate with the other party or parties with respect to any of the taking foregoing. Notwithstanding anything to the contrary herein, neither party, prior to the Effective Time, shall be required to, and the Company shall not without the consent of Parent, pay any action contemplated thereby consent or by this Agreementother similar fee, except that no party need waive any substantial rights “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments) or agree to enter into any substantial limitation on its operations amendments, supplements or other modifications to dispose (or waivers of) the existing terms of any assets. Without limiting Contract, or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability, to obtain any Consent of any Person (including any Governmental Authority) under any Contract; provided that, if so requested by Parent, the foregoingCompany shall agree to any such payment, Parent shall (i) contemporaneously with consideration, security or Liability that is conditioned upon the purchase consummation of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtedness.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.09), each of the Companyparties hereto shall, Parent and Sub agree to 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 transactions contemplated by this Agreement, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or non-actions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to comply obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities (ii) the obtaining of all necessary consents or waivers from third parties (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Parent will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company and Parent shall, subject to applicable Law, promptly (A) cooperate and coordinate with all legal requirements 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 imposed on itself 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. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the Offer 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 Merger 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 commit to or agree (which actions 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). (b) Without limiting the generality of the undertakings pursuant to Section 5.09(a) hereof, the parties hereto shall include furnishing all (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 in connection with approvals of or any additional consents and filings with under any other Governmental EntityAntitrust Laws as promptly as practicable following the date of this Agreement (provided that in the case of the filing under the HSR Act, such filing shall be made within 10 Business Days of the date of this Agreement) and shall thereafter to respond as promptly cooperate with and furnish as practicable to any request for additional information to each other in connection with any such requirements imposed upon any of them 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 their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt approval of their subsidiaries in connection with the Offer and consummation of the Merger. Except as otherwise transactions contemplated in by this Agreement by any Governmental Entity or expiration of applicable waiting periods. (c) 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 Merger or any other transaction contemplated by this Agreement, each of or any other agreement contemplated hereby, the Company, Company shall cooperate in all respects with Parent and Sub shall, Merger Subsidiary and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary contest and resist any such action or proceeding and to obtain (have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and shall cooperate with each other that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything in obtaining) any consentthis Agreement to the contrary, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by none of Parent, Sub, the Company Merger Subsidiary or any of their subsidiaries 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 Offer and the Merger or the taking of any action transactions contemplated thereby or by this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, except that no party need waive none of Parent, Merger Subsidiary or any substantial rights of their 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 to, or otherwise take any substantial limitation on its operations action with respect to, any requirement, condition, limitation, understanding, agreement or to order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase business or portion of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 business of the Company Letter and Company, the Surviving Corporation, Parent, Merger Subsidiary or any of their respective Subsidiaries, (ii) use its reasonable best efforts to cause conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Subsidiary 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 Subsidiary or any of their respective Subsidiaries; provided that, if requested by Parent, the Company to repay will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such indebtedness contemporaneously with requirement, condition, limitation, understanding, agreement or order so long as such purchase and obtain requirement, condition, limitation, understanding, agreement or order is only binding on the release of all guaranties and security interests granted Company in connection with such indebtednessthe event the Closing occurs.

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement(a) Subject to the terms and conditions hereof, each of the Company, Parent and Sub agree to party will use its reasonable best efforts to take, or cause to be taken, all actions necessary and to comply do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with all legal requirements that may be imposed on itself with respect the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this AgreementClosing Date, each of the Company, Parent parties will (i) give all required notices to third parties and Sub shall, Governmental Entities and shall cause its subsidiaries to, use its reasonable best efforts to take obtain all reasonable actions necessary third party and governmental consents and approvals that it is required to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with Merger and the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter other transactions contemplated hereby and (ii) use its reasonable best efforts to cause prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to repay ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such indebtedness contemporaneously with statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such purchase statute or regulation on the Merger and obtain the release of other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all guaranties and security interests granted such information as may be required in connection with such indebtednessorder to accomplish the foregoing actions.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.9), each of the Companyparties hereto shall, Parent and Sub agree to 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 transactions contemplated by this Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to comply promptly obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with all legal requirements 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 imposed 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. If the Company, on itself 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 Offer 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 Merger (which actions shall include furnishing all information required under the HSR Act opportunity to attend and participate in connection with approvals of or filings any meeting with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other Entity in connection with respect of any such requirements imposed upon any of them or any of their subsidiaries filing made thereto in connection with the Offer and the Merger. Except as otherwise transactions contemplated in by this Agreement, each of the Company, Parent and Sub shall, and . (b) The Company shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consentobtain, authorizationfor itself or one of its Subsidiaries, order or approval ofauthority, whether by provisional license, provisional permit, co- license, contractual right, or any exemption byotherwise, any Governmental Entity to conduct the Company’s intended cannabis activities at a location in either Needles, California or other public or private third party required to be obtained or made by ParentLos Angeles, Sub, California (the “Southern California License”). If the Company has not obtained the Southern California License, but all conditions to Closing set forth in Article VII (other than Section 7.2(f)) have been satisfied or any waived and this Agreement has not been terminated pursuant to Article VIII, then the parties hereto shall consummate the Merger pursuant to this Agreement and 200,000 shares of their subsidiaries in connection with Parent Stock otherwise issuable as Closing Date Merger Consideration pursuant to Section 2.3(a)(i) shall be withheld and delivered to the Offer Escrow Agent and, so long as the Southern California License is obtained on or before April 15, 2019 (subject to extension if agreed to by Parent and the Merger or the taking of any action contemplated thereby or by this AgreementStockholder Representative in their reasonable discretion), except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant be released to the Offer, lend, contribute or otherwise transfer Exchange Agent for further delivery to the record holders of Company funds Stock in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated same manner as of July 15, 1997 referred to set forth in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessSection 2.3(b).

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this Agreement, and in all cases subject to Section 7.2(a), each of Parent, Merger Sub and the Company, Parent and Sub agree to Company shall use its reasonable best efforts to take, or cause to be taken, all actions necessary that are necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on itself with respect consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause (A) each of the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and (B) each of the conditions to the Merger set forth in Article VIII to be satisfied, in each case as promptly as practicable after the date of this Agreement; (which ii) subject to Section 7.2, obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions shall include furnishing or non-actions and Consents and Company Regulatory Permits from Governmental Authorities and make all information required under the HSR Act necessary registrations, declarations and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information Authorities, that are necessary to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with consummate the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts ; (iii) obtain all necessary or appropriate Consents under any Contracts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, which the Company or any of their subsidiaries its Subsidiaries is a party in connection with the Offer this Agreement and the Merger consummation of the transactions contemplated hereby and (iv) reasonably cooperate with the other party or parties with respect to any of the taking foregoing. Notwithstanding anything to the contrary herein, neither party, prior to the Effective Time, shall be required to, and the Company shall not without the consent of Parent, pay any action contemplated thereby consent or by this Agreementother similar fee, except that no party need waive any substantial rights “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to enter into any substantial limitation on its operations amendments, supplements or other modifications to dispose (or waivers of) the existing terms of any assets. Without limiting the foregoingContract), Parent shall or provide additional security (iincluding a guaranty) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer assume or incur or agree to assume or incur any Liability that is not conditioned upon the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 consummation of the Company Letter and Merger, to obtain any Consent of any Person (iiincluding any Governmental Authority) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessunder any Contract.

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement, each Each of the Company, Parent Company and Sub agree Tribune agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries Subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each Each of the Company, Parent Company and Sub Tribune shall, and shall cause its subsidiaries Subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval Authorization of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, SubTribune, the Company or any of their subsidiaries Subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement or the Voting Agreement; PROVIDED, except that no party need Tribune shall not be required to agree, and the Company shall not agree without Tribune's consent, to waive any substantial rights or agree to accept any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted material assets in connection with obtaining any such indebtednessAuthorization unless such waiver, limitation or disposition would not reasonably be expected to have a Material Adverse Effect on the Company or on Tribune, and PROVIDED, further, that at Tribune's written request, the Company shall agree to any such waiver, limitation or disposal, which agreement may, at the Company's option, be conditioned upon and effective only as of the Effective Time.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of Parent, Purchaser and the Company, Parent and Sub Company agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Merger and the other Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to comply obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing, or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, the Company shall not be entitled to divest or hold separate or otherwise take or commit to take any action that limits Parent's or Purchaser's freedom of action with respect of, or their ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Company, without Parent's prior written consent. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all legal requirements that may be imposed on itself filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the Merger and the other Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Offer Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the Merger other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (which actions including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Company shall include furnishing all information required use its best efforts to effect such transfers, amendments or modifications. (c) The Company and Parent shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection antitrust matters. Concurrently with the Offer and filing of notifications under the Merger. Except HSR Act or as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Subsoon thereafter as practicable, the Company or any and Parent shall each request early termination of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting HSR Act waiting period. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent shall (i) contemporaneously with or Purchaser to commence any litigation against any entity in order to facilitate the purchase consummation of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 any of the Company Letter and (ii) use its reasonable best efforts Transactions or to cause defend against any litigation brought by any third party or Governmental Entity seeking to prevent the Company to repay such indebtedness contemporaneously with such purchase and obtain consummation of any of the release of all guaranties and security interests granted in connection with such indebtednessTransactions.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Upon the terms and subject to the conditions of this Agreement, each of the Company, Parent and Sub agree to parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and the taking of such commercially reasonable actions (which shall not require the payment of any money of the providing of any concession) as are necessary to comply promptly with all legal requirements obtain any requisite approvals, Consents, orders, exemptions or waivers by any Governmental Authority or any other Person. So long as Seller and the Company fulfill their obligations under Sections 6.2 and 6.3, the Purchaser and Merger Sub agree that neither the Seller nor the Company shall have any liability to the Purchaser or Merger Sub arising out of or relating to the failure to obtain any Consents or waivers that may be imposed on itself required in connection with the transactions contemplated by this Agreement or because of the termination of any contract as a result thereof. Each party shall promptly consult with the other with respect to, provide any necessary information with respect to, and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other Person or any other information supplied by such party to a Governmental Authority or any other Person in connection with this Agreement and the transactions contemplated by this Agreement. (b) Each party hereto shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement and the Ancillary Agreements. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise transactions contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no then such party need waive any substantial rights will endeavor in good faith to make, or agree cause to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoingbe made, Parent shall (i) contemporaneously as soon as reasonably practicable and after consultation with the purchase of Shares pursuant to the Offerother party, lend, contribute or otherwise transfer to the Company funds an appropriate response in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously compliance with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessrequest.

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement(a) Each of Momentive and Hexion shall, each of the Companyand shall cause its Subsidiaries to, Parent and Sub agree to (i) use its all reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that which may be imposed on itself such party or its Subsidiaries with respect to the Offer Transaction and to consummate the Merger transactions contemplated by this Agreement as promptly as practicable and (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entityii) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and/or any other public or private third party which is required to be obtained or made by Parentsuch party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement; provided, Subhowever, that a party shall not be obligated to take any action pursuant to the Company foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption will result in a condition or restriction on such party or on Holdco having an effect of the type referred to in Section 6.1(d). Each of Momentive and Hexion will promptly cooperate with and furnish information to the other in connection with any such efforts by, or requirement imposed upon, any of them or any of their subsidiaries Subsidiaries in connection with the Offer foregoing. (b) Each of Hexion and the Merger its Board of Managers and Momentive and its Board of Directors shall, if any state takeover statute or the taking of similar statute becomes applicable to this Agreement or any action transactions contemplated thereby or by this Agreementhereby, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its all reasonable best efforts to cause ensure that the Company transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby or thereby and otherwise to repay minimize the effect of such indebtedness contemporaneously with such purchase statute or regulation on this Agreement and obtain the release of all guaranties and security interests granted in connection with such indebtednesstransactions contemplated hereby.

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement, each Each of the Company, Parent parties shall act in good faith and Sub agree to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary or advisable to comply promptly with consummate the transactions contemplated by this Agreement as soon as reasonably practicable. If all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Companyconditions to a party’s obligation to close hereunder shall have been satisfied, Parent (other than those conditions precedent that by their nature are to be satisfied at Closing) such party shall diligently proceed to close. Without limiting the foregoing, the Company and Sub each Seller shall, and shall cause its subsidiaries respective Affiliates to, : (a) use its their commercially reasonable best efforts to take obtain, on or prior to the Closing, all reasonable actions Consents and waivers applicable to such party and in respect of such party provide all necessary to obtain (notices to, and shall cooperate make all filings with each other in obtaining) any consent, authorization, order or approval of, or any exemption byand applications and submissions to, any Governmental Entity Authority or other public or private third party Person required for the consummation of the transactions contemplated by this Agreement as promptly as reasonably practicable; provided, however, that to be obtained or made by Parent, Sub, the Company or extent that any of their subsidiaries such Consents applicable to such party are not obtained by the Closing Date, each such party shall continue to use his, her or its commercially reasonable best efforts thereafter to obtain them; (b) provide all such information concerning such party and its officers, directors, employees, trustees and Affiliates as may be necessary or reasonably requested by another party in connection with the Offer foregoing; and (c) in respect of such party, avoid the Merger entry of, or have vacated or terminated, any injunction, decree, order or judgment that would restrain, prevent or materially delay the taking consummation of any action the transactions contemplated thereby or by this Agreement, except that no party need waive including defending through litigation any substantial rights claim asserted in any court by any Governmental Authority or agree to any substantial limitation on its operations or to dispose of any assetsother Person. Without limiting Notwithstanding the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to neither the Company funds nor any Seller will be obligated to pay any third party in an amount sufficient order to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessany Consent or waiver.

Reasonable Best Efforts. Except (a) The Company and Investor (and their respective Affiliates, if applicable) shall, to the extent required, (i) file with the Federal Trade Commission and the Antitrust Division of the Department of Justice a Notification and Report Forms relating to this Agreement and the Transactions as otherwise contemplated required by the HSR Act within 10 Business Days following the date of this Agreement; and (ii) as promptly as practicable following the date of the Closing, file such notification, filings, forms and submissions with any Governmental Entity as are required by other applicable Antitrust Laws in connection with the Transactions. The Company and the Investor shall (A) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; and (B) make an appropriate response as promptly as reasonably practicable to any request for additional information and documentary material issued pursuant to the HSR Act or other applicable Antitrust Laws. Without limiting the foregoing, the parties shall request and shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act or other applicable Antitrust Laws. (b) Subject to the terms and conditions set forth in this Agreement, each of the CompanyCompany and the Investor shall, Parent and Sub agree to shall cause its Affiliates to, use its reasonable best efforts (A) to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to (i) ensure that the conditions set forth in Article VI are satisfied and (ii) obtain all other consents, waivers, approvals, orders and authorizations from Governmental Entities and make all registrations, declarations and filings with Governmental Entities as necessary or advisable to consumate the Transactions, and (B) to consummate the Transactions as promptly as practicable. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters. For the avoidance of doubt, the obligations relating to reasonable best efforts in this Section 5.04(b) shall, among other things, require Investor to relinquish its right to appoint an Investor Director Designee (as defined in the Investor Rights Agreement), if necessary to comply promptly with all legal requirements resolve such objections, if any, that any Governmental Entity may be imposed on itself assert with respect to the Offer Transactions and instead agree to replace such Investor Director Designee with a board observer with rights and obligations customarily provided to board observers and as mutually agreed by the parties hereto. (c) In furtherance and not in limitation of the foregoing, the Company and the Merger Investor shall (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall cause their respective Affiliates to), subject to any restrictions under applicable Laws, (i) promptly cooperate notify the other party of, and, if in writing, furnish the others with and furnish information to each other copies of (or, in connection with the case of oral communications, advise the others of the contents of) any material communication received by such requirements imposed upon any of them or any of their subsidiaries Person from a Governmental Entity in connection with the Offer Transactions and permit the other party to review and discuss in advance (and to consider in good faith any comments made by the other party in relation to) any proposed draft notifications, formal notifications, filing, submission or other written communication (and any analyses, memoranda, white papers, presentations, correspondence or other documents submitted therewith) made in connection with the Transactions to a Governmental Entity; (ii) keep the other party informed with respect to the status of any such submissions and filings to any Governmental Entity in connection with the Transactions and any developments, meetings or discussions with any Governmental Entity in respect thereof, including with respect to (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under applicable Laws, including any proceeding initiated by a private party, and (D) the nature and status of any objections raised or proposed or threatened to be raised by any Governmental Entity with respect to the Transactions; and (iii) not independently participate in any meeting, hearing, proceeding or discussions (whether in person, by telephone or otherwise) with or before any Governmental Entity in respect of the Transactions without giving the other parties reasonable prior notice of such meeting or substantive discussions and, unless prohibited by such Governmental Entity, the opportunity to attend or participate. The Company and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and Investor shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each promptly provide the other in obtaining) any consent, authorization, order or approval of, or any exemption by, party and/or any Governmental Entity or other with any information, data, and documents reasonably required to assist in fulfilling its obligations under Section 5.04(b). However, each party may designate any non-public or private third competitively sensitive information (including trade secrets) provided to any Governmental Entity as restricted to “outside counsel only” and any such information shall not be shared with employees, officers or directors or their equivalents of the other party without approval of the party providing the non-public or competitively sensitive information; provided that each party may redact any valuation and related information before sharing any information provided to any Governmental Entity with another party on an “outside counsel only” basis, and that neither party shall in any event be required to be obtained share information that benefits from legal privilege with the other party, even on an “outside counsel” only basis, where this would cause such information to cease to benefit from legal privilege. (d) Notwithstanding the foregoing, nothing in this Section 5.04 or made by Parent, Subany other provision in this Agreement shall require Investor, the Company or any of their subsidiaries respective Affiliates, to offer, negotiate, commit to, or effect, by consent decree, hold separate order, or otherwise (and neither party hereto nor any of its Affiliates, without the prior written consent of other party, shall offer, negotiate, commit to, or effect, by consent decree, hold separate order, or otherwise) any of the following in order to obtain expiration or early termination of the HSR Act (or any other approval, clearance, or consent by a Governmental Entity under any other applicable Antitrust Law): (i) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Investor, the Company, or any of their respective Affiliates; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Investor, the Company, or any of their respective Affiliates; (iii) the modification of any course of conduct regarding future operations of Investor, the Company, or any of their respective Affiliates; or (iv) any other restrictions on the activities of Investor, the Company, or any of their respective Affiliates, including the freedom of action of Investor, the Company, or any of their respective Affiliates with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement. Except as expressly set forth in the final sentence of Section 5.04(b), nothing in this Section 5.04 or any other provision in this Agreement shall require Investor to agree to any amendment to or modification of, or to waive any rights under, any of the Related Agreement. (e) Notwithstanding the foregoing, nothing in this Section 5.04 or any other provision in this Agreement shall require Investor or the Company to contest or otherwise defend against (i) any Legal Proceeding brought, or threatened to be brought, by any Governmental Entity seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or to impose any terms or conditions in connection with the Offer and the Merger Transactions or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause any judgment that enjoins, restrains, prevents, prohibits or makes illegal the Company to repay such indebtedness contemporaneously with such purchase and obtain consummation of any of the release of all guaranties and security interests granted Transactions or imposes any terms or conditions in connection with such indebtednessthe Transactions.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this Agreement, each of the Companyparty will, Parent and Sub agree to cause its respective Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions necessary and to comply promptly with do, or cause to be done, all legal requirements that may be imposed on itself things necessary, proper or advisable under applicable laws and regulations to consummate the Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing (and to share equally in the filing fees) of a Notification and Report Form pursuant to the HSR Act with respect to the Offer transactions contemplated hereby at a mutually agreed time and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Merger (which HSR Act and to take all other actions shall include furnishing all information required necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Each of Parent and Conectiv shall, and shall cause its respective Subsidiaries to, in connection with the efforts referenced in Section 5.4(a) to obtain all requisite approvals of and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other applicable law or regulation, use its best efforts to (i) make all appropriate filings and submissions with any other Governmental EntityEntity that may be necessary, proper or advisable under applicable laws or regulations in respect of any of the transactions contemplated by this Agreement, (ii) and shall promptly cooperate in all respects with and furnish information to each other in connection with any such requirements imposed upon any of them filing or any of their subsidiaries submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (iii) promptly inform the Offer other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Merger. Except transactions contemplated hereby and (iv) 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 DOJ or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.4(a) and 5.4(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the transactions contemplated by this Agreement as otherwise contemplated in this Agreementviolative of any applicable law, regulation or agreement, each of the Company, Parent and Sub Conectiv shall, and shall cause its subsidiaries respective Subsidiaries to, cooperate in all respects with each other and use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 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 in all respects with its obligations under this Section 5.4. (d) If any objections are asserted with respect to the transactions contemplated hereby under any applicable law, regulation or agreement or if any suit is instituted (or threatened to be instituted) by any Governmental Entity challenging any of the transactions contemplated hereby as violative of any applicable law, regulation or agreement, each of Parent and Conectiv shall, and shall cause its respective Subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) resolve any consent, authorization, order such objections or approval of, or any exemption by, any challenge as such Governmental Entity may have to such transactions under such law, regulation or other public or private third party required agreement so as to be obtained or made by Parent, Sub, permit consummation of the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action transactions contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtedness.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this Agreement, each of the Company, Company and Parent and Sub agree to shall use its their reasonable best efforts to take, or cause to be taken, all actions necessary and to comply promptly with do, or cause to be done, all legal requirements that may be imposed on itself with respect things necessary, proper or advisable under Applicable Law to consummate the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise transactions contemplated in by this Agreement, each of including (i) causing the Companyconditions to the Merger set forth in Article 9 to be satisfied, Parent (ii) preparing and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate filing as promptly as practicable with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity Authority or other public or private third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (iii) obtaining and maintaining all Permits and other confirmations required to be obtained from any Governmental Authority or other third party, including consents under any Material Contract, that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement, subject to Section 6.03. Parent and the Company shall promptly consult with the other with respect to, provide any necessary information with respect to, and provide the other (or its counsel) copies of, all filings made by Parent, Sub, the Company such party with any Governmental Authority or any of their subsidiaries other Person or any other information supplied by such party with any Governmental Authority or any other Person or any other information supplied by such party to a Governmental Authority or any other Person in connection with the Offer this Agreement and the Merger or the taking of any action transactions contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) shall use its reasonable best efforts to cause file applications and any other filings that may be required to own and operate X-ray equipment with the state healthcare regulatory agencies in the states where the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessits Subsidiaries currently operate.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 7.4(a)), each of the Companyparties hereto shall, Parent and Sub agree to shall cause its Subsidiaries 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, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the obtaining of all necessary Consents from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to comply obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, and (ii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent and their respective counsel shall, subject to applicable Law, promptly (x) cooperate and coordinate with all legal requirements the other in the taking of the actions contemplated by clauses (i) and (ii) immediately above and (y) supply the other with any information that may be imposed on itself reasonably required in order to effectuate the taking of such actions. (b) Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any material communication from any Governmental Entity 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 Offer 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 and its counsel with advance notice and the Merger opportunity to participate in any material meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. (which actions c) Without limiting the generality of the undertakings pursuant to Section 7.4(a) hereof, the parties hereto shall include furnishing all (i) provide or cause to be provided as promptly as practicable to Governmental Entities with jurisdiction over the HSR Act (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 as promptly as practicable following the date of this Agreement (but in any event within ten (10) Business Days of 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, and (ii) subject to the terms set forth in connection with approvals Section 7.4(d) 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 filings with expiration of applicable waiting periods. (d) Notwithstanding anything to the contrary contained in this Agreement, each of Parent and Merger Sub shall take any and all action necessary to obtain any necessary approval from any Governmental Antitrust Authority or Governmental Entity or to prevent the initiation of any lawsuit by any Governmental Entity under the HSR Act or to prevent the entry of any Order that would otherwise make the Merger unlawful, including but not limited to: (i) disposing or transferring any asset, including those of Parent, Merger Sub, their respective Affiliates or the Company; (ii) licensing or otherwise making available to any Person, any technology or other Intellectual Property of Parent, Merger Sub, their respective Affiliates or the Company; (iii) holding separate any assets or operations (either before or after the Closing Date) of Parent, Merger Sub, their respective Affiliates or the Company; or (iv) changing or modifying any course of conduct or otherwise making any commitment (to any Governmental Entity or otherwise) regarding future operations of the business of Parent, Merger Sub, their respective Affiliates or the Company. If any Action is instituted (or threatened to be instituted) challenging the transactions contemplated by this Agreement or the Merger as violative of the HSR Act, or if any Order is entered, enforced or attempted to be entered or enforced by a court or other Governmental Entity, which Order would make the transactions contemplated by this Agreement or the Merger illegal or would otherwise prohibit, prevent, restrict, impair or delay consummation of the transactions contemplated hereby, each of Parent and Merger Sub shall make any and all efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any such Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement or the Merger and to have such Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement and the Merger. (e) The Company, Merger Sub, and Parent shall promptly cooperate with and furnish information to each one another in determining whether any Consent (other in connection with any such requirements imposed upon any of them or any of their subsidiaries than those Consents contemplated by Section 7.2) from a third party is required in connection with the Offer consummation of the transactions contemplated by this Agreement, and the Merger. Except as otherwise contemplated Company shall use commercially reasonable efforts to obtain the Consents set forth on Section 7.4(e) of the Disclosure Letter, provided that, for the avoidance of doubt, in no event shall the Company be required to expend any money, (other than nominal amounts), commence litigation or pay or grant any other form of compensation to any such Person in connection with obtaining such Person’s Consent, and further, for the avoidance of doubt, the failure to obtain any such Consent shall not, in and of itself, be a breach of this AgreementAgreement by the Company. (f) Subject to the terms and conditions herein provided, each of the Company, Parent and Merger Sub shallshall not, and shall cause its subsidiaries their Affiliates not to, use its reasonable best efforts acquire businesses or assets or enter into any agreement to take all reasonable actions necessary acquire any businesses or assets if such action would reasonably be expected to obtain (and shall cooperate with each other in obtaining) any consentmaterially delay, authorization, order hinder or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any prohibit consummation of their subsidiaries in connection with the Offer and the Merger or the taking of any action transactions contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtedness.

Reasonable Best Efforts. Except as otherwise contemplated in this AgreementSubject to the fiduciary duties of their respective officers and directors, each of the Company, Parent party will cooperate and Sub agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions appropriate actions, and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, their respective reasonable best efforts to obtain, prior to the Closing Date, all permits, qualifications and orders of Governmental Authorities and parties to Contracts as are necessary to comply promptly with consummate the transactions contemplated by the Agreement and to fulfill the conditions to Closing contemplated hereby. The parties will pay or cause to be paid all of their own fees and expenses incurred pursuant to this Section 7.1, including, but not limited to, the fees and expenses of any broker, finder, financial advisor, legal requirements that may advisor or similar person engaged by such party. Notwithstanding any other provision hereof, in no event will any party or any of their respective Affiliates be imposed on itself with respect required to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and a) enter into or offer to enter into any divestiture, hold-separate, business limitation or similar agreement or undertaking in connection with approvals of this Agreement or filings with the transactions contemplated hereby, (b) institute or defend any litigation or other Governmental Entitylegal proceeding, whether judicial or administrative, including, without limitation, seeking to have any stay or temporary restraining order vacated or reversed, or (c) and shall promptly cooperate with and furnish information to each other incur any liability or make any payment in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order consent or approval or condition to Closing set forth in any subsection of, Section 8.1 or any exemption by, any Governmental Entity or other public or private third party required 8.2 as applicable in order to be obtained or made by Parent, Sub, consummate the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action transactions contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 Each of the Company Letter parties will notify and (ii) use keep the other advised in reasonable detail as to such party's efforts in complying with its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessobligations under this Section 7.1.

Reasonable Best Efforts. Except as otherwise contemplated in this AgreementEach of Jefferson-Pilot and Lincoln shall, each of the Companyand shall cause its respective Subsidiaries to, Parent and Sub agree to use its all reasonable best efforts (i) to take, or cause to be taken, all actions necessary necessary, proper or advisable to comply promptly with all legal requirements that which may be imposed on itself such party or its Subsidiaries with respect to the Offer Merger and to consummate the Merger transactions contemplated by this Agreement as promptly as practicable, (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entityii) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and/or any other public or private third party which is required to be obtained or made by Parentsuch party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement, Suband (iii) to cooperate in connection with any financing transaction undertaken by Lincoln to fund any portion of the Cash Consideration, including, but not limited to, cooperation in the preparation and filing of any registration statement or offering memorandum, the Company issuance of any comfort letter, the receipt of any auditors consents, the delivery of consolidated pro forma financial information and the use of commercially reasonable efforts to cause each independent auditor to so cooperate; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption will result in such party being required to hold separate or to divest any of its respective material businesses or assets, or will result in a condition or restriction on such party or on the Surviving Corporation having an effect of the type referred to in Section 6.1(f). Each of Jefferson-Pilot and Lincoln will promptly cooperate with and furnish information to the other in connection with any such efforts by, or requirement imposed upon, any of them or any of their subsidiaries Subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtedness.

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement(a) Subject to the terms and conditions contained herein, each of the Company, Parent Investor and Sub Axess agree to use its their reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under laws and regulations applicable to each of them and contractual obligations applicable to each of them to consummate and make effective the transactions contemplated by this Agreement. In case at any time after the Closing Date any such further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Such reasonable best efforts shall include, without limitation, the obtaining of all necessary consents, approvals or waivers from third parties and governmental authorities necessary to comply promptly the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. 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 sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, Investor, Axess or any of their respective affiliates. (b) The Company shall give and make all legal requirements that may be imposed on itself required notices and reports to the appropriate persons with respect to the Offer Permits and Environmental Permits that may be necessary for the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each consummation of the Company, Parent Investment Transactions. (c) The Company and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts Board of Directors prior to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent Closing Date shall (i) contemporaneously with the purchase of Shares pursuant take all action necessary to the Offer, lend, contribute ensure that no state takeover statute or otherwise transfer similar statute or regulation is or becomes applicable to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit this Agreement dated as of July 15, 1997 referred to in Item 4.05 or any of the Company Letter 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 hereby, take all action necessary to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the transactions contemplated by this Agreement. (d) Following the Closing, the Company shall continue to use its reasonable best commercial efforts to cause market and sell its Process Control Rheometer product line on terms satisfactory to the Company to repay such indebtedness contemporaneously with such purchase and obtain Board of Directors of the release of all guaranties and security interests granted in connection with such indebtednessCompany.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Upon the terms and subject to the conditions of this Agreement, each of the Company, Parent and Sub agree to party shall use its reasonable best efforts to (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Entity with jurisdiction over enforcement of any applicable Laws with respect to the transactions contemplated hereby, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including, without limitation, (x) notifying the other parties promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Entity in connection with such filings or submissions, (y) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Entity, and (z) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry); and (ii) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated hereby, including, without limitation, employing such resources as are necessary to comply promptly with all legal requirements that may be imposed on itself with respect obtain the regulatory approvals. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals purposes of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and party shall cause its subsidiaries to, respective proper officers and directors to use its their reasonable best efforts to take all such action. (b) Each party shall, upon the reasonable actions request by any other party, furnish such other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary to obtain (and shall cooperate or advisable in connection with each other in obtaining) any consentthe Proxy Statement, authorization, order or approval ofthe Schedule 13E-3, or any exemption byother statement, any Governmental Entity filing, notice or other public or private third party required to be obtained or application made by or on behalf of Parent, Merger Sub, the Company or any of their subsidiaries respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Offer transactions contemplated hereby. (c) Each party agrees to cooperate and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to vigorously contest and resist any Proceeding with respect to the transactions contemplated hereby, including the Merger, and to have vacated, lifted, reversed or overturned any order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated hereby, including by vigorously pursuing all available avenues of administrative and judicial appeal. (d) None of the Company, Parent, Merger Sub or any of their respective Affiliates shall be required under this Section 6.5 to dispose of, cause disposal of, or otherwise take or commit to any action that limits its freedom of action with respect to, or its ability to retain, any of its businesses, services or assets or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in this Section 6.5 shall authorize the Company to repay commit or agree to any of the foregoing to obtain any consents, approvals, permits or authorizations to remove any impediments to the Merger relating to any applicable 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 any applicable Law. If and to the extent this Section 6.5 shall require the Company to dispose of any of its assets or limit its freedom of action with respect to any of its businesses, the Company may, with the consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), expressly condition any such indebtedness contemporaneously with such purchase disposal or limitation upon the consummation of the Merger and obtain the release of all guaranties and security interests granted in connection with such indebtednessother transactions contemplated hereby.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this Agreement, each of the Company, Parent Company and Sub agree to the Investor shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to comply promptly be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that neither the Investor nor the Company shall be required to (and neither the Company nor any of its Subsidiaries shall without the Investor’s prior written consent) (A) divest or otherwise hold separate (including by establishing a trust or otherwise), or take, cause to be taken or refrain from taking any other action (or otherwise agreeing to do any of the foregoing) with all legal requirements that may be imposed on itself respect to, any of its or the Company’s or any of their respective Affiliates’ businesses, assets or properties, (B) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, (C) litigate, challenge or take any action with respect to any action or Proceeding by any Governmental Authority or (D) agree to do any of the foregoing. (b) In furtherance and not in limitation of the foregoing, each of the Investor and the Company shall make any appropriate Filings pursuant to any Antitrust Law (including a Notification and Report Form pursuant to the HSR Act) with respect to the Offer transactions contemplated hereby as promptly as practicable (and in any event within ten Business Days) after the Merger date hereof and subject to Section 8.01(a) use their reasonable best efforts (which i) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such Antitrust Law and (ii) to take all other actions shall include furnishing all information required necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or such Antitrust Law, or the receipt of any requisite clearances and approvals under such Antitrust Law, as soon as practicable. (c) To the extent permitted by Applicable Law, and subject to Section 8.01(a) each of the Investor and the Company shall use its reasonable best efforts to (i) cooperate in connection all respects with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon Filing and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party, (ii) promptly inform the other party of any Filing or communication received from, or intended to be given to, any Governmental Authority and of any material communication received or intended to be given in connection with any Proceeding by a private party, in each case regarding any of them the transactions contemplated hereby, and prior to submitting any Filing, substantive written communication, correspondence or other information or response by such party to any Governmental Authority (or members of the staff of any Governmental Authority) or in connection with any Proceeding by a private party, the submitting party shall permit the other party and its counsel the opportunity to review as reasonably in advance as practicable under the circumstances, and consider in good faith the comments of the other party in connection with, any such Filing, communication or inquiry and further each of the Company and the Investor shall furnish each other with a copy of any Filing, communication or, if in written form, inquiry, it or any of their subsidiaries its Affiliates makes to or receives from any Governmental Authority or in connection with any Proceeding by private party, in each case regarding any of the Offer transactions contemplated hereby, and (iii) consult with each other in advance of any meeting or conference with any such Governmental Authority or, in connection with any Proceeding by a private party, with any other Person, and to the extent reasonably practicable, give the other party the opportunity to attend and participate in such meetings and conferences. (d) The Company and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and Investor shall cause its subsidiaries to, use its their respective reasonable best efforts to take all reasonable actions necessary necessary, proper or advisable to obtain (consummate the actions contemplated by Article 1 of the Tender and shall cooperate with each other in obtaining) any consentSupport Agreements, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall including (i) contemporaneously with causing any VC Shareholder (as defined in the purchase Tender and Support Agreements) to become the record holder of such VC Shareholder’s Subject Shares pursuant (as defined in the Tender and Support Agreements) and/or to hold such Subject Shares directly (rather than through the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter Depository Trust Company) and (ii) use its reasonable best efforts with respect to cause the Company to repay Company, causing the removal of any transfer restrictions on such indebtedness contemporaneously with Subject Shares that would otherwise impede the tender of such purchase and obtain Subject Shares into the release Offer (including by delivering any opinion of all guaranties and security interests granted in connection with such indebtednesscounsel reasonably requested by the Company’s transfer agent).

Reasonable Best Efforts. Except as otherwise contemplated (a) Subject to the terms and conditions set forth in this AgreementAgreement and provided that at all times the provisions of Section 5.3 shall govern the matters set forth therein, each of Parent, Merger Sub and Merger Sub 2, on the one hand, and the Company, Parent and Sub agree to on the other hand, shall use its their respective reasonable best efforts to take, (i) take (or cause to be taken) all actions, (ii) do (or cause to be done) all actions necessary things and (iii) assist and cooperate with the other Parties in doing (or causing to comply promptly with be done) all legal requirements that may be imposed on itself with respect things, in each case as are reasonably necessary, proper or advisable pursuant to applicable Law or otherwise to consummate and make effective, in the Offer most expeditious manner practicable, the Mergers and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise transactions contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its including by using reasonable best efforts to cause the Company conditions to repay the obligations of the other Parties to effect the Mergers set forth in Article VI to be satisfied as promptly as reasonably practicable. (b) In furtherance of, and not in limitation of Section 5.25(a), (but subject to the terms and conditions set forth in this Agreement and provided that at all times the provisions of Section 5.3 shall govern the matters set forth therein), as promptly as practicable after the execution of this Agreement, each Party (i) shall make all filings and give all notices that are or may be required to be made and given by such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted Party in connection with the Mergers and the other transactions contemplated by this Agreement, (ii) shall use reasonable best efforts to obtain all Consents from third Persons which are required to be obtained (pursuant to any applicable Law, Contract, or otherwise) by such indebtednessParty in connection with the Mergers and the other transactions contemplated by this Agreement, and (iii) shall upon request of another Party and to the extent permitted by applicable Law or applicable Contract, promptly deliver to such other Party a copy of each such filing made, each such notice given and each such Consent obtained by it.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Company, Parent Purchaser and Sub the Company agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to comply obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any Offering Documents, the Registration Statement or Disclosure Documents requested by the Purchaser, (iii) the obtainment by Parent of the Debt Financing and (iv) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all legal requirements that may be imposed on itself filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement. Each party hereto shall promptly inform the other parties of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Government Entity with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise transactions contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that no party need waive any substantial rights transfers of permits or agree environmental permits are required as a result of execution of this Agreement or consummation of the transactions contemplated hereby, the Company shall use its best efforts to any substantial limitation on its operations or to dispose of any assets. Without limiting effect such transfers. (c) Notwithstanding the foregoing, Parent nothing in this Agreement shall (i) contemporaneously with be deemed to require the purchase of Shares pursuant Purchaser to defend against any litigation brought by any Governmental Entity seeking to prevent the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 consummation of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednesstransactions contemplated hereby.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this AgreementAgreement (including Section 5.3(b) and 5.4(d)), each of the Companyparties hereto shall cooperate with the other parties hereto and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, Parent or cause to be taken, all actions, and Sub agree do, or cause to be done, all things, necessary to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required filings under applicable Antitrust Laws), and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations (A) required from third parties in connection with the Transactions (provided, however, that no party hereto shall be obligated to pay any consideration (or grant any financial accommodation) to any third party from whom any such approval, consent or other confirmation is requested) and (B) from Governmental Authorities necessary, proper or advisable to consummate the Transactions. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, and the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to (1) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or harm to competition or (2) regulate foreign investment through mergers or similar transactions. (b) In furtherance and not in limitation of the foregoing, (i) each of the parties hereto shall make any required filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 5.4 necessary to comply promptly with all legal requirements that may be imposed on itself with respect to cause the Offer and expiration or termination of the Merger (which actions shall include furnishing all information required applicable waiting periods under the HSR Act (including any extensions thereof) as promptly as practicable, and (ii) each of the parties hereto shall each use its reasonable best efforts to (A) take all action necessary to ensure that no state takeover statute or similar Law becomes applicable to any of the Transactions or Share Exchange Transactions, and (B) if any state takeover statute or similar Law becomes applicable to any of the Transactions and Share Exchange Transactions, take all action necessary to ensure that the Transactions and Share Exchange Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Share Exchange Agreement and otherwise minimize the effect of such Law on the Transactions and the Share Exchange Transactions. (c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in connection all respects with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, and (ii) keep the other parties informed in all material respects and on a reasonably timely basis of any material communication received by such requirements imposed upon 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 them the Transactions. Subject to applicable Laws relating to the exchange of information, each of the parties hereto shall (1) have the right to review in advance, and to the extent practicable each shall consult the other on, all the information relating to Transactions or the other parties 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, and (2) to the extent allowed by the applicable Governmental Authority, consult with the other parties hereto in advance of any meeting or conference with, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the European Commission or other Governmental Authority relating to the Transactions and give the other parties hereto the opportunity to attend and participate in such meetings. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.4, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the Transactions. Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 5.4 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 7.1 so long as such party has up to then complied in all material respects with its obligations under this Section 5.4, or (ii) require Parent to offer, accept or agree to (A) dispose or hold separate any part of its or the Surviving Corporation’s (or their respective Subsidiaries’) businesses, operations, assets or product lines, (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Parent, the Surviving Corporation or any of their subsidiaries Affiliates may carry on business in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each any part of the Company, Parent and Sub world or (iii) require any party to litigate or otherwise resist any administrative or judicial action or proceeding (including any proceeding by a private party) challenging any of the Transactions as violative of any Antitrust Law. (e) The Company shall, and shall cause its subsidiaries Subsidiaries to, use its commercially reasonable best efforts to take obtain, as promptly as practicable following the date of this Agreement, the approval of the Irish Financial Services Regulatory Authority to the continued management of each Irish Fund by GLG Partners Asset Management Limited and discretionary investment management by GLG Partners LP following the Closing. The parties hereto agree that each such Irish Fund shall be deemed to have consented for all reasonable actions necessary purposes under this Agreement to obtain the transactions contemplated hereby and the continued management of such Irish Fund by GLG Partners Asset Management Limited and discretionary investment management by GLG Partners LP following the Closing if such continued management following the Closing has been approved in accordance with the immediately preceding sentence, unless at any time prior to the Closing such Irish Fund notifies the GLG Partners Asset Management Limited in writing that such Irish Fund has terminated its Advisory Agreement prior to or following the Closing (and shall cooperate with each other in obtainingsuch notice is not withdrawn). (f) any consentIf consent is required or notice is required to be given (i) by applicable Law, authorization, order or approval (ii) by the Advisory Agreement of, or any exemption byrelating to, any Governmental Entity Client (other than an Irish Fund) for the deemed assignment or other public continuation of the Advisory Agreement relating to such Client, or private third party required to be obtained (iii) by the offering documents or made constituent documents of any Fund, in each case as a result of the consummation of the transactions contemplated by Parentthis Agreement, Subas promptly as practicable following the date of this Agreement, the Company shall, and shall cause its Subsidiaries to, send a notice (“Transaction Notice”) informing any relevant Client of the transactions contemplated by this Agreement and (if required) requesting the consent of such Client to the transactions or the deemed assignment or continuation of such Advisory Agreement. (g) In connection with obtaining the Client consents under this Section 5.4, at all times prior to the Closing, the Company shall take reasonable steps to keep Parent informed of the status of obtaining such Client consents and, upon Parent’s request, make available to Parent copies of all such executed Client consents. (h) The Company shall deliver (or cause to be delivered) drafts of all Transaction Notices and other consent materials prepared by Company or its Affiliates to Parent a reasonable time prior to the mailing or distribution of such documents to any of their subsidiaries Client in order to afford Parent an opportunity to fully review and comment on such documents, and Parent shall have the right to so review and comment on such documents. Any reasonable comments provided by Parent on such documents shall be considered in good faith by the Company. The Company shall reasonably cooperate with Parent and its Affiliates in connection with the Offer and the Merger or the taking obtaining of any action contemplated thereby or by Client consents under this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessSection 5.4.

Reasonable Best Efforts. Except as otherwise contemplated (a) Subject to the terms and conditions set forth in this Agreement, including this Section 6.5, Seller and Buyer will each use its reasonable best efforts to, and will assist and cooperate with the other Parties to (i) consummate and make effective the Transactions as promptly as reasonably practicable; (ii) obtain all necessary authorization, clearances, consents, orders and approvals, including the Seller Approvals, from Governmental Entities and make such registrations and filings as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Entity; (iii) obtain all necessary consents, approvals or waivers from third parties; (iv) defend any Actions challenging this Agreement or the Transactions; and (v) execute and deliver any additional instruments reasonably necessary to consummate and carry out fully the Transactions. Seller and Buyer will, subject to applicable Law, promptly cooperate and coordinate with the other in the taking of the Companyactions contemplated by the foregoing, Parent supply the other with any information that may be reasonably required in order to effectuate the taking of such actions and Sub use reasonable best efforts to cooperate with each other in determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the Transactions. Each Party will promptly inform the other Party or Parties, as the case may be, of any communication from any Governmental Entity regarding the Transactions, and, subject to the requirements of applicable Law and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Seller or Buyer, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect thereto. If Seller or Buyer receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then it will use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and, to the extent permitted by applicable Law, after permitting counsel for the other party reasonable opportunity to review in advance, and considering in good faith the views of the other party, an appropriate response in compliance with such request. Seller agrees that it will not participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the Transactions unless it consults with Buyer in advance and, to the extent not prohibited by such Governmental Entity, gives Buyer the opportunity to attend and participate. Neither Buyer nor Seller will 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 imposed under applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (b) [Reserved]. (c) In the event that any administrative or judicial Action is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the any of the Transactions, or any other agreement contemplated hereby, Seller will cooperate in all respects with Buyer and will use its reasonable best efforts to takecontest and resist any such Action and to have vacated, lifted, reversed or cause to be takenoverturned any Order, all actions necessary to comply promptly with all legal requirements whether temporary, preliminary or permanent, that may be imposed on itself with respect is in effect and that prohibits, prevents or restricts consummation of any of the Transactions. (d) Notwithstanding anything to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated contrary set forth in this Agreement, each none of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval ofBuyer, or any exemption byof its Affiliates will be required to, and Seller may not, without the prior written consent of Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any Governmental Entity requirement, condition, limitation, Contract or other public order to (i) sell, license, assign, transfer, divest, hold separate or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to otherwise dispose of any assets. Without limiting Acquired Asset, the foregoingBusiness or any portion thereof, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) conduct, restrict, operate, invest or otherwise change the Acquired Assets, the Business or any portion thereof in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business; provided that, if requested by Buyer, Seller will use its reasonable best commercially reasonably efforts to cause become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller in the Company to repay such indebtedness contemporaneously with such purchase and obtain event of the release of all guaranties and security interests granted in connection with such indebtednessClosing.

Reasonable Best Efforts. Except as otherwise (a) The Company and ANI will each: (i) cooperate and coordinate with the other in the making of any filings or submissions that are required to be made under any Applicable Laws or requested to be made by any Government Authority in connection with the transactions contemplated in by this Agreement, each of including the Company, Parent and Sub agree to Merger; (ii) supply the other or its Representatives with any material information that may be required or requested by any Government Authority in connection with such filings or submissions; (iii) use its their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under any Applicable Laws as soon as reasonably practicable; and (iv) use their reasonable best efforts to offer to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including the Merger, including by taking all such actions and doing all such things necessary to comply promptly with all legal requirements resolve such objections, if any, as any Government Authority or Person may assert under any Applicable Laws and to avoid or eliminate each and every impediment under any Applicable Law that may be imposed on itself with respect asserted by any Government Authority so as to enable the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and transactions contemplated hereby, including the Merger. Except , to be consummated as otherwise contemplated in this Agreement, soon as expeditiously possible. (b) The Company and ANI will each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take structure the Merger to qualify as a reorganization under the provisions of Section 368 of the Code. Both prior to and after the Effective Time, each Party’s books and records will be maintained, and all reasonable actions necessary to obtain federal, state and local income tax returns and schedules thereto will be filed, in a manner consistent with the Merger being qualified as a reorganization under Section 368(a) of the Code (and shall cooperate with each other in obtaining) comparable provisions of any consentapplicable state or local laws), authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required except to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and extent the Merger is determined in a final administrative or judicial decision not to qualify as a reorganization within the taking meaning of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (iSection 368(a) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessCode.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Upon the terms and subject to the conditions of this Agreement, each of the Company, Parent and Sub agree to parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable including, without limitation, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and the taking of such actions as are necessary to comply obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, including, without limiting the generality of the foregoing, the preparation and filing of the applications under the Federal Power Act and the regulations of FERC thereunder jointly seeking FERC approval of the transfer of each of the FERC Licenses from Seller to Buyer and (ii) using their reasonable best efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the other with respect to, provide any necessary information with respect to, and provide copies of all legal requirements that may be imposed on itself filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. (b) Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Ancillary Agreements. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise transactions contemplated in by this Agreement, each of the Company, Parent and Sub shall, and then such party shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval ofmake, or any exemption by, any Governmental Entity or other public or private third party required cause to be obtained or made by Parentmade, Sub, the Company or any of their subsidiaries in connection as soon as practicable and after consultation with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreementother party, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds an appropriate response in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously compliance with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessrequest.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this Agreement, each of the Company, Parent and Sub agree to party will use its reasonable best efforts to take, or cause to be taken, all actions necessary and to comply promptly with do, or cause to be done, all legal requirements that may be imposed on itself with respect things necessary, proper or advisable under applicable Laws to consummate the Offer and the Merger (which and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions shall include furnishing all information required necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Each of Parent and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries the Company shall, in connection with the Offer efforts referenced in Section 6.03(a) to obtain all requisite approvals and authorizations for the Merger. Except as otherwise transactions contemplated in by this Agreement, each of Agreement under the Company, Parent and Sub shall, and shall cause its subsidiaries toHSR Act or any other Antitrust Law, use its reasonable best efforts to take (i) cooperate in all reasonable actions necessary to obtain (and shall cooperate respects with each other in obtainingconnection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed in all material respects of any consent, authorization, order or approval ofmaterial communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any exemption byother Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Entity 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 Entity or other public or private third person, give the other party required the opportunity to be obtained or made by Parent, Sub, the Company or any attend and participate in such meetings and conferences. For purposes of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except "Antitrust Law" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that no party need waive any substantial rights are 40 designed or agree intended to any substantial limitation on its operations prohibit, restrict or to dispose regulate actions having the purpose or effect of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase monopolization or restraint of Shares pursuant to the Offer, lend, contribute trade or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as lessening of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednesscompetition through merger or acquisition.

Reasonable Best Efforts. Except as otherwise contemplated Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall each of the Company, Parent and Sub agree to use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company, Parent or any of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions which are necessary to comply promptly with all legal requirements that may be imposed on itself or advisable, and thereafter make any other required submissions, with respect to the Offer this Agreement and the Merger (which actions shall include furnishing all information required under (A) any applicable federal or state securities Laws, (B) the HSR Act and in connection with approvals any applicable competition, antitrust or investment Laws of or filings with jurisdictions other than the United States, and (C) any other Governmental Entity) applicable Law; provided, however, that the Company and shall promptly Parent will cooperate with and furnish information to each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any such requirements imposed upon application or other filing to be made pursuant to any of them or any of their subsidiaries applicable Law in connection with the Offer and the Merger. Except as otherwise transactions contemplated in by this Agreement, each ; (v) keep the other party informed in all material respects of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval ofmaterial communication received by such party from, or any exemption bygiven by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consulting with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other public legal proceedings, whether judicial or private third party required administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity beyond the Termination Date without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. Without limiting this Section 6.8, Parent agrees to take, or to cause to be obtained taken, any and all steps and to make any and all undertakings necessary to avoid or made eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Law that may be asserted by Parentany Governmental Entity with respect to the Merger so as to enable the condition to the Closing regarding expiration of the waiting period under the HSR Act to be satisfied no later than five days prior to the Termination Date, Subincluding proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Company or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of their subsidiaries in connection with the Offer and the Merger businesses, product lines or assets of Parent (or its Subsidiaries) or the taking of any action contemplated thereby or by this AgreementCompany, except that no party need waive any substantial rights or agree in each case, as may be required in order to any substantial limitation on its operations avoid the entry of, or to dispose effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of any assetspreventing the Closing. Without limiting Notwithstanding the foregoing, the obligations of this Section 6.8 shall not apply to each of Parent shall (i) contemporaneously and Sub if compliance with this Section 6.8 would result in, or would reasonably be expected to result in, a material adverse effect on the purchase combined business of Shares pursuant to Parent and the Offer, lend, contribute Surviving Corporation at or otherwise transfer to after the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessEffective Time.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Company, Parent Purchaser and Sub the Company agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary and appropriate, under applicable laws to consummate and make effective the Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions and the taking of such actions as are necessary, subject to Section 6.4(b), to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to comply be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other (or its counsel) copies of, all legal requirements that may be imposed on itself filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions unless otherwise prohibited by law. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Government Entity with respect to the Offer Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection after consultation with the Offer and other party, an appropriate response in compliance with such request. To the Merger. Except extent that transfers, amendments or modifications of permits (including environmental permits) are required as otherwise contemplated in this Agreement, each a result of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order execution of this Agreement or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Subconsummation of the Transactions, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its commercially reasonable best efforts to cause the Company to repay effect such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednesstransfers.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Upon the terms and subject to the conditions of this Agreement, each of the Company, Parent and Sub agree to parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to comply promptly with do, or cause to be done, all legal requirements that may be imposed on itself with respect things necessary, proper or advisable under applicable Laws to consummate and make effective the Offer transactions contemplated by this Agreement and the Merger Collateral Agreements as promptly as practicable, including, without limitation, (which actions shall include furnishing i) the prompt preparation and filing of all information forms, registrations and notices required under to be filed to consummate the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer transactions contemplated by this Agreement and the Merger. Except as otherwise contemplated in this Agreement, each Collateral Agreements and the taking of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all such commercially reasonable actions as are necessary to obtain (and shall cooperate with each other in obtaining) any consentrequisite Consents, authorizationorders, order exemptions or approval of, waivers by any Governmental Authority or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter Person and (ii) use using its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release satisfaction of all guaranties conditions to Closing. Each party shall promptly consult with the others with respect to, provide any necessary information with respect to and security interests granted provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other Person or any other information supplied by such party to a Governmental Authority or any other Person in connection with this Agreement and the transactions contemplated by this Agreement. (b) Each party hereto shall promptly inform the others of any communication from or with any Governmental Authority regarding any of the transactions contemplated by this Agreement and the Collateral Agreements. If any party or Affiliate thereof receives a request for additional information or documentary material from any such indebtednessGovernmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement, each (a) Each of the Company, Parent and Sub agree to parties 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 under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as practicable, including by (i) preparing and filing as soon as practicable of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such reasonable actions as are necessary to comply promptly with all legal requirements that may be imposed on itself with respect obtain any requisite approvals, consents, Orders, exemptions or waivers by any third party or Governmental Entity, including filings pursuant to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act with the United States Federal Trade Commission and in connection with approvals the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, any form or filings with report required by any other Governmental Entity) and shall promptly cooperate with and furnish information Entity relating to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreementantitrust, each of the Companycompetition, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity trade or other public or private third party required to be obtained or made by Parentregulatory matters), Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed until the issuance of a final, non-appealable Order, and (iii) using reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release satisfaction of all guaranties conditions to Closing. Each of the parties hereto shall furnish to the other parties such necessary information and security interests granted reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such indebtednessparty with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.8 shall require or be construed to require any of Parent, Merger Sub or the Company to enter into any consent arrangement that would be reasonably expected to have a material adverse effect on (i) the feature animation business of Parent together with the Surviving Corporation, taken as a whole, or (ii) the benefits that are expected to derive from the Merger and other transactions contemplated by this Agreement. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party will 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.

Reasonable Best Efforts. Except as otherwise contemplated Upon the terms and subject to the conditions set forth in this Agreement, and in all cases subject to Section 6.2(b), each of Parent, Merger Sub and the Company, Parent and Sub agree to Company shall use its reasonable best efforts to take, or cause to be taken, all actions necessary that are necessary, proper or advisable to comply consummate and make effective, as promptly with all legal requirements that may be imposed on itself with respect to as reasonably practicable, the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this AgreementTransactions, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its including using reasonable best efforts to take (i) cause each of the conditions to the Merger set forth in Article VII to be satisfied as promptly as reasonably practicable after the date of this Agreement, (ii) obtain, as promptly as reasonably practicable after the date of this Agreement, and maintain all reasonable necessary actions or non-actions and Consents from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger, (iii) obtain (and shall cooperate with each other in obtaining) all necessary or appropriate Consents under any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required Contracts to be obtained or made by Parent, Sub, which the Company or any of their subsidiaries its Subsidiaries is a party in connection with the Offer this Agreement and the Merger consummation of the Transactions and (iv) reasonably cooperate with the other party or parties with respect to any of the taking foregoing. Notwithstanding anything to the contrary herein, neither party, prior to the Effective Time, shall be required to, and the Company shall not without the consent of Parent, pay any action contemplated thereby consent or by this Agreementother similar fee, except that no party need waive any substantial rights “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to enter into any substantial limitation on its operations amendments, supplements or other modifications to dispose (or waivers of) the existing terms of any assets. Without limiting the foregoingContract), Parent shall or provide additional security (iincluding a guaranty) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer assume or incur or agree to assume or incur any Liability, to obtain any Consent of any Person (including any Governmental Authority) under any Contract; provided that, if so requested in writing by Parent, the Company funds in an amount sufficient shall agree to enable any such payment, consideration, security or Liability that is conditioned upon the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessClosing.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.10), each of the Companyparties hereto shall, Parent and Sub agree to 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 transactions contemplated by this Agreement, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to comply obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Acquirer will take all action necessary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Target and Acquirer shall, subject to applicable Law, promptly (x) cooperate and coordinate with all legal requirements the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be imposed on itself 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. If the Target or Acquirer receives a request for additional information or documentary material from any Governmental Entity with respect to the Offer 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 Merger 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 Acquirer nor the Target shall commit to or agree (which actions 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). (b) Without limiting the generality of the undertakings pursuant to Section 5.10(a) hereof, the parties hereto shall include furnishing all (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 in connection with approvals of or any additional consents and filings with under any other Governmental EntityAntitrust Laws as promptly as practicable following the date of this Agreement (provided that in the case of the filing under the HSR Act, such filing shall be made within 15 Business Days of the date of this Agreement) and shall thereafter to respond as promptly cooperate with and furnish as practicable to any request for additional information to each other in connection with any such requirements imposed upon any of them 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 5.10(c) hereof, use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt approval of their subsidiaries in connection with the Offer and consummation of the Merger. Except as otherwise transactions contemplated in by this Agreement by any Governmental Entity or expiration of applicable waiting periods. (c) 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 Merger or any other transaction contemplated by this Agreement, each of or any other agreement contemplated hereby, the Company, Parent and Sub shall, Target shall cooperate in all respects with Acquirer and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary contest and resist any such action or proceeding and to obtain (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 Acquirer or any of its Affiliates shall cooperate with each other in obtaining) be required to defend, contest or resist any consentaction or proceeding, authorization, order whether judicial or approval ofadministrative, or to take any exemption byaction to have vacated, lifted, reversed or overturned any Order, in connection with the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, none of Acquirer or any of its Subsidiaries shall be required to, and the Target may not, without the prior written consent of Acquirer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any Governmental Entity requirement, condition, limitation, understanding, agreement or other public order to (i) sell, license, assign, transfer, divest, hold separate or private third party required to be obtained otherwise dispose of any assets (outside the ordinary course of business), business or made by Parentportion of business of the Target, SubAcquirer, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreementrespective Subsidiaries, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause conduct, restrict, operate, invest or otherwise change the Company to repay assets, business or portion of business of the Target, Acquirer, 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 Target, Acquirer, or any of their respective Subsidiaries; provided that, if requested by Acquirer, the Target will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such indebtedness contemporaneously with requirement, condition, limitation, understanding, agreement or order so long as such purchase and obtain requirement, condition, limitation, understanding, agreement or order is only binding on the release of all guaranties and security interests granted Target in connection with such indebtednessthe event the Closing occurs.

Reasonable Best Efforts. Except (a) Subject to the terms and conditions of this Agreement (including Section 5.3(c)), each party will use its reasonable best efforts to prepare and file as otherwise promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Mergers and the other transactions contemplated in by this Agreement. Upon the terms and subject to the conditions hereof (including Section 5.3(c)), each of the Company, Parent and Sub agree to party will use its reasonable best efforts to take, or cause to be taken, all actions actions, to do, or cause to be done, all things reasonably necessary to comply promptly with all legal requirements that may be imposed on itself with respect satisfy the conditions to Closing set forth herein and to consummate the Offer Mergers and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise transactions contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. . (b) Without limiting the foregoing, Parent but subject to Section 5.3(c), the reasonable best efforts of Anthem and Cigna shall (i) contemporaneously include Anthem and its Affiliates and Cigna and its Affiliates taking any and all actions necessary to avoid each and every impediment under the HSR Act, any Healthcare Law, antitrust law, insurance law or other applicable law that may be asserted by or on behalf of any Governmental Entity with respect to this Agreement, the purchase of Shares pursuant Mergers and the other transactions contemplated hereby or that arises under or relates to the Offerany contracts between either Cigna or Anthem and any Governmental Entity, lend, contribute or otherwise transfer to the Company funds in an amount sufficient so as to enable the Company Closing to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated occur as of July 15promptly as practicable, 1997 referred to in Item 4.05 including any of the Company Letter following actions requested by or on behalf of any Governmental Entity, or necessary or appropriate to (I) obtain all Necessary Consents; (II) resolve any objections that may be asserted by or on behalf of any Governmental Entity with respect to the Mergers and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtedness.other transactions contemplated hereby; and

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.10), each of the Companyparties hereto shall, Parent and Sub agree to 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 transactions contemplated by this Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to comply promptly obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with all legal requirements 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 imposed on itself 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. If the Company, Parent or either of the Merger Subs receives a request for additional information or documentary material from any Governmental Entity with respect to the Offer 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 Merger (which actions shall include furnishing all information required under the HSR Act opportunity to attend and participate in connection with approvals of or filings any meeting with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other Entity in connection with respect of any such requirements imposed upon any of them or any of their subsidiaries filing made thereto in connection with the Offer transactions contemplated by this Agreement. (b) 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 Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company and Parent shall cooperate in all respects with each other and shall use their 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 Merger. Except as otherwise transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary set forth in this Agreement, each none of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company Merger Subs or any of their subsidiaries in connection with respective Subsidiaries shall be required to, and none of the Offer and Company, Parent or the Merger Subs may, without the prior written consent of the other parties, become subject to, consent to, or the taking of offer or agree to, or otherwise take any action contemplated thereby with respect to, any requirement, condition, limitation, understanding, agreement, or by this Agreementorder to: (i) sell, except that no party need waive any substantial rights license, assign, transfer, divest, hold separate, or agree to any substantial limitation on its operations or to otherwise dispose of any assets. Without limiting , business, or portion of business of the foregoingCompany, the Merger Subs, the Surviving Company, Parent shall (i) contemporaneously with the purchase or any of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and their respective Subsidiaries; (ii) use its reasonable best efforts to cause conduct, restrict, operate, invest, or otherwise change the Company to repay such indebtedness contemporaneously with such purchase and obtain assets, business, or portion of business of the release Company, the Merger Subs, the Surviving Company, Parent or any of all guaranties and security interests granted their respective Subsidiaries in connection with such indebtednessany manner; or (iii) impose any restriction, requirement, or limitation on the operation of the business or portion of the business of the Company, the Merger Subs, the Surviving Company, Parent or any of their respective Subsidiaries.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this Agreement, each of the Company, Company and Parent shall reasonably cooperate with one another and Sub agree use (and cause their Subsidiaries to use its 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, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (A) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings, and (B) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to comply promptly be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. (b) In connection with all legal requirements that may be imposed on itself with respect any of the transactions contemplated by this Agreement, to the Offer extent permitted by Applicable Law, and subject to Section 8.01(a), each of Parent and the Merger Company shall use its reasonable best efforts to (which actions shall include furnishing i) cooperate in all information required under the HSR Act and in connection reasonable respects with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any Filing and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party, (ii) promptly inform the other party of any Filing or communication received from, or intended to be given to, any Governmental Authority and of any material communication received or intended to be given in connection with any Proceeding by a private party, and prior to submitting any Filing, substantive written communication, correspondence or other information or response by such requirements imposed upon party to any Governmental Authority (or members of them the staff of any Governmental Authority) or in connection with any Proceeding by a private party, the submitting party shall permit the other party and its counsel the opportunity to review as reasonably in advance as practicable under the circumstances, and consider in good faith the comments of the other party in connection with, any such Filing, communication or inquiry and further each of the Company and Parent shall furnish each other with a copy of any Filing, communication or, if in written form, inquiry, it or any of their subsidiaries its Affiliates makes to or receives from any Governmental Authority or in connection with any Proceeding by a private party and (iii) consult with each other in advance of any meeting or conference with any such Governmental Authority or, in connection with any Proceeding by a private party, with any other Person, and to the Offer extent reasonably practicable, give the other party the opportunity to attend and participate in such meetings and conferences. (c) Without limiting the Mergergenerality of, and in furtherance of, the other provisions of this Section 8.01, each of the parties, as applicable, agrees to prepare and file, as promptly as practicable after the good faith determination by the parties that such a Filing is required, a Notification and Report Form pursuant to the HSR Act. Except as otherwise contemplated Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 8.01, each of the Company, Company and Parent and Sub shall, and shall cause its subsidiaries agree to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consentas promptly as reasonably practicable, authorization, order provide or approval of, or any exemption by, any Governmental Entity or other public or private third party required cause to be obtained provided to each and every U.S. federal or made state Governmental Authority with jurisdiction over enforcement of any applicable antitrust, competition or similar Applicable Laws non-privileged information and documents requested by Parentany such Governmental Authority or that are necessary, Sub, proper or advisable to permit consummation of the Company or any of their subsidiaries in connection with the Offer Merger and the Merger or the taking of any action other transactions contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtedness.

Reasonable Best Efforts. Except as otherwise contemplated in (i) Subject to the terms and conditions of this Agreement, each of the Company, Parent and Sub agree to party will use its reasonable best efforts to take, or cause to be taken, all actions necessary and to comply promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all legal requirements that may be imposed on itself things necessary, proper or advisable under Applicable Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Offer transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Merger (which HSR Act and to take all other actions shall include furnishing all information required necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (ii) Each of the Parent and the Company shall, in connection with the efforts referenced in Section 5.11(b)(i) to obtain all requisite approvals of and authorizations for the transactions contemplated by this Merger Agreement under the HSR Act or any other Applicable Law, use its reasonable best efforts to (A) make all appropriate filings and submissions with any other Governmental EntityAuthority that may be necessary, proper or advisable under Applicable Laws in respect of any of the transactions contemplated by this Agreement, (B) and shall promptly cooperate in all respects with and furnish information to each other in connection with any such requirements imposed upon any of them filing or any of their subsidiaries submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (C) promptly inform the Offer other party of any communication received by such party from, or given by such party to, the Antitrust Division of the DOJ 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 Merger. Except transactions contemplated hereby and (D) consult with each other in advance of any meeting or conference with the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person. (iii) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.11(b)(i) and 5.4(b)(ii), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as otherwise contemplated in this Agreementviolative of any Applicable Law, each of the Company, Parent and Sub shall, the Company shall cooperate in all respects with each other and shall cause its subsidiaries to, use its respective reasonable best efforts to take all reasonable actions necessary contest and resist any such action or proceeding and to obtain (and shall cooperate with each other in obtaining) have vacated, lifted, reversed or overturned any consentdecree, authorizationjudgment, order or approval of, or any exemption by, any Governmental Entity injunction or other public order, whether temporary, preliminary or private third party required to be obtained permanent, that is in effect and that prohibits, prevents or made by Parent, Sub, restricts consummation of the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action transactions contemplated thereby or by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, except that no party need waive any substantial rights or agree nothing in this Section 5.11(b) shall limit a party's right to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares terminate this Agreement pursuant to the Offer, lend, contribute Section 7.1(b) or otherwise transfer 7.1(c) so long as such party has up to the Company funds then complied in an amount sufficient to enable the Company to repay all respects with its then outstanding indebtedness obligations under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessthis Section 5.4(c).

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this AgreementAgreement (including Section 5.4(d)), each of the Company, Parent parties hereto shall cooperate with the other parties and Sub agree 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 actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Merger, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Merger. (b) In furtherance and not in limitation of the foregoing, the Company shall use its reasonable best efforts to (i) take all action necessary to comply promptly with ensure that no state takeover statute or similar Law is or becomes applicable to the Merger and (ii) if any state takeover statute or similar Law becomes applicable to the Merger, take all legal requirements action necessary to ensure that the Merger may be imposed consummated as promptly as practicable on itself the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Merger. (c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them filing or any of their subsidiaries submission with a Governmental Authority in connection with the Offer Merger and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Merger. Except as otherwise contemplated , including any proceeding initiated by a private party, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding the Merger. (d) In furtherance and not in limitation of the covenants of the parties contained in this AgreementSection 5.4, each of the Company, Parent and Sub shall, and parties hereto shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consentresolve such objections, authorizationif any, order or approval of, or any exemption by, any as may be asserted by a Governmental Entity Authority or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection Person with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant respect to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessMerger.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.09), each of the Companyparties hereto shall, Parent and Sub agree to 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 transactions contemplated by this Agreement, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to comply obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Buyer will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company and Buyer shall, subject to applicable Law, promptly (x) cooperate and coordinate with all legal requirements the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be imposed on itself 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. If the Company or Buyer receives a request for additional information or documentary material from any Governmental Entity with respect to the Offer 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 Merger 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 Buyer nor the Company shall commit to or agree (which actions shall include furnishing all information required 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 and in connection with approvals or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or filings with delayed). (b) 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 Merger or any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise transaction contemplated in by this Agreement, each of or any other agreement contemplated hereby, the Company, Parent Company shall cooperate in all respects with Buyer and Merger Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary contest and resist any such action or proceeding and to obtain (have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and shall cooperate with each other that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything in obtaining) any consentthis Agreement to the contrary, authorizationnone of Buyer, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company Merger Sub or any of their subsidiaries 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 Offer and the Merger or the taking of any action transactions contemplated thereby or by this Agreement. (c) None of Buyer, except that no party need waive Merger Sub or any substantial rights of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to any substantial limitation on its operations (i) other than pursuant to Section 5.01 hereto, sell, license, assign, transfer, divest, hold separate or to otherwise dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase business or portion of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 business of the Company Letter and Company, the Surviving Corporation, Buyer, Merger Sub or any of their respective Subsidiaries, (ii) use its reasonable best efforts to cause conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Buyer, 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, Buyer, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Buyer, the Company to repay will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such indebtedness contemporaneously with requirement, condition, limitation, understanding, agreement or order so long as such purchase and obtain requirement, condition, limitation, understanding, agreement or order is only binding on the release of all guaranties and security interests granted Company in connection with such indebtednessthe event the Closing occurs.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Upon the terms and subject to the conditions of this Agreement, each of the Company, Parent and Sub agree 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, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated in this Agreement as promptly as practicable, including, but not limited to, (i) the preparation and filing of all applicable forms under the HSR Act, (ii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated in this Agreement and the taking of such actions as are necessary to comply obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iii) the satisfaction of all conditions to Closing. Each party shall promptly consult with the other with respect to, provide any necessary information not subject to legal privilege with respect to and provide the other (or its counsel) copies of, all legal requirements that may be imposed on itself filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated in this Agreement. (b) Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated in this Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise transactions contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts then such party will endeavor in good faith to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval ofmake, 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. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to enter into any exemption by, agreement with any Governmental Entity or other public to consent to any Order requiring Purchaser to hold separate or private third party required divest, or to be obtained restrict the dominion or made by Parent, Sub, the Company control of Purchaser or any of their subsidiaries in connection with its Affiliates over any of the Offer and the Merger assets, properties or businesses of Purchaser, its Affiliates or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessCompany.

Reasonable Best Efforts. Except as otherwise contemplated in Subject to the terms and conditions of this AgreementAgreement and applicable Law, each of the Company, Parent and Sub agree to Parties shall use its reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to comply promptly with do, or cause to be done, all legal requirements that may be imposed on itself with respect things reasonably necessary, proper or advisable under Laws or otherwise to consummate and make effective the Offer transactions contemplated by this Agreement and the Merger (which Timber SPA as soon as practicable, including such actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with things as any other Governmental Entity) and shall promptly cooperate with and furnish information Party may reasonably request in order to each other in connection with any such requirements imposed upon cause any of them or any of their subsidiaries the conditions to such other Party’s obligation to consummate such transactions specified in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required Article VII to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assetsfully satisfied. Without limiting the generality of the foregoing, Parent the Parties shall (i) contemporaneously with the purchase of Shares pursuant to the Offerand shall cause their respective directors, lendofficers and any Subsidiaries, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its their reasonable best efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, and in the case of the Sellers, they shall cause the Company and its Affiliates, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide reasonable assistance to repay such indebtedness contemporaneously each other in (a) attempting to obtain all necessary Consents, including the Required Consents, or other permission or action by, and giving all necessary notices to and making all necessary filings, meetings or appearances with such purchase and obtain applications and submissions to, any Governmental Authority or other Person, (b) attempting to lift any permanent or preliminary injunction or restraining order or other similar order issued or entered by any Governmental Authority (an “Injunction”) of any type referred to in Section 7.1(a) in general, with respect to the release consummation of all guaranties the transactions contemplated by this Agreement and security interests granted the Timber SPA. Notwithstanding the foregoing, in no event shall any Party be obligated to (i) pay any money to any Person or to offer or grant any other financial accommodations to any Person in connection with such indebtednessits obligations under this Section 6.4, except as otherwise contemplated by this Agreement, or (ii) take any action set forth in Section 6.6(c).

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.10), each of the Companyparties hereto shall, Parent and Sub agree to 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 transactions contemplated by this Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to comply promptly obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with all legal requirements 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 imposed on itself 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. If the Company, Parent or the Merger Sub receives a request for additional information or documentary material from any Governmental Entity with respect to the Offer 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 Merger (which actions shall include furnishing all information required under the HSR Act opportunity to attend and participate in connection with approvals of or filings any meeting with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other Entity in connection with respect of any such requirements imposed upon any of them or any of their subsidiaries filing made thereto in connection with the Offer transactions contemplated by this Agreement. (b) 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 Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company and Parent shall cooperate in all respects with each other and shall use their 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 Merger. Except as otherwise transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary set forth in this Agreement, each none of the Company, Parent and or the Merger Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with respective Subsidiaries shall be required to, and none of the Offer and Company, Parent or the Merger Sub may, without the prior written consent of the other parties, become subject to, consent to, or the taking of offer or agree to, or otherwise take any action contemplated thereby with respect to, any requirement, condition, limitation, understanding, agreement, or by this Agreementorder to: (i) sell, except that no party need waive any substantial rights license, assign, transfer, divest, hold separate, or agree to any substantial limitation on its operations or to otherwise dispose of any assets. Without limiting , business, or portion of business of the foregoingCompany, the Merger Sub, the Surviving Company, Parent shall (i) contemporaneously with the purchase or any of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and their respective Subsidiaries; (ii) use its reasonable best efforts to cause conduct, restrict, operate, invest, or otherwise change the Company to repay such indebtedness contemporaneously assets, business, or portion of business of the Company, the Merger Sub, the Surviving Company, Parent 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 Merger Sub, the Surviving Company, Parent or any of their respective Subsidiaries, in each case, not in the ordinary course of business consistent with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednesspast practice.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.08), each of the Companyparties hereto shall, Parent and Sub agree to 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 transactions contemplated by this Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to comply promptly obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with all legal requirements 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 imposed 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. If the Company, on itself 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 Offer 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 Merger (which actions shall include furnishing all information required under the HSR Act opportunity to attend and participate in connection with approvals of or filings any meeting with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other Entity in connection with respect of any such requirements imposed upon any of them or any of their subsidiaries filing made thereto in connection with the Offer transactions contemplated by this Agreement. Neither Parent nor the Company shall 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 applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned, or delayed). (b) Without limiting the generality of the undertakings pursuant to Section 5.08(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 Merger. Except as otherwise transactions contemplated in by this Agreement, each including preparing and filing any notification and report form and related material required under any consents and filings under any Antitrust Laws as promptly as practicable 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 any applicable Antitrust Laws; and (ii) subject to the terms set forth in Section 5.08(c) hereof, use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt approval of the Companyconsummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods. (c) 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 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 shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary contest and resist any such action or proceeding and to obtain (and shall cooperate with each other in obtaining) any consenthave vacated, authorizationlifted, order or approval ofreversed, or overturned any exemption byOrder, any Governmental Entity whether temporary, preliminary, or other public permanent, that is in effect and that prohibits, prevents, or private third party required restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to be obtained or made by the contrary, none of Parent, Merger Sub, the Company or any of their subsidiaries respective 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 Offer and the Merger or the taking of any action transactions contemplated thereby or by this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, except that no party need waive none of Parent, Merger Sub, or any substantial rights 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 to, or otherwise take any substantial limitation on its operations action with respect to, any requirement, condition, limitation, understanding, agreement, or to order to: (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase business, or portion of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 business of the Company Letter and Company, the Surviving Corporation, Parent, Merger Sub, or any of their respective Subsidiaries; (ii) use its reasonable best efforts to cause 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; provided, that if requested by Parent, the Company to repay will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such indebtedness contemporaneously with requirement, condition, limitation, understanding, agreement, or order so long as such purchase and obtain requirement, condition, limitation, understanding, agreement, or order is only binding on the release of all guaranties and security interests granted Company in connection with such indebtednessthe event the Closing occurs.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Upon the terms and subject to the conditions of this Agreement, each of the Company, Parent and Sub agree to parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to comply do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly with as practicable, including, without limitation, (i) the prompt preparation and filing of all legal requirements that may forms, registrations and notices required to be imposed on itself with respect filed to consummate the Offer transactions contemplated by this Agreement and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals taking of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all commercially reasonable actions as are necessary to obtain (and shall cooperate with each other in obtaining) any consentrequisite approvals, authorizationconsents, order orders, exemptions or approval of, or waivers by any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by ParentGovernmental Authority, Subincluding, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreementwithout limitation, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares filings pursuant to the OfferHSR Act, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use using its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release satisfaction of all guaranties conditions to Closing. Each party shall promptly consult with the others with respect to, provide any necessary information with respect to and security interests granted provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with this Agreement and the transactions contemplated by this Agreement. Purchaser and the Sellers agree that the filing fee required to be paid in connection with the filing under the HSR Act shall be divided equally between Purchaser and the Sellers. Purchaser and Seller shall make all filings under the HSR Act within 5 Business Days following the date hereof. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such indebtednessGovernmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after reasonable consultation with the other party, an appropriate response in compliance with such request.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this Agreement, each of the Company, Parent and Sub agree to party will use its reasonable best efforts to take, or cause to be taken, all actions necessary and to comply promptly with do, or cause to be done, all legal requirements that may be imposed on itself with respect things necessary, proper or advisable under this Agreement and applicable laws, rules and regulations to consummate the Offer Acquisitions and the Merger (which actions shall include furnishing other transactions contemplated by this Agreement as soon as practicable after the date hereof, including preparing and filing as promptly as practicable all information required under documentation to effect all necessary applications, notices, filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals 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 HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them Acquisitions or any of their subsidiaries the other transactions contemplated by this Agreement. (b) Each of Islet and BHV shall, in connection with the Offer and the Merger. Except as otherwise contemplated efforts referenced in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries toSection 6.3(a), use its reasonable best efforts to take (i) cooperate in all reasonable actions necessary to obtain (and shall cooperate respects with each other in obtainingconnection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party and permit the other party to review in advance any proposed written communication to any Governmental Entity or private party, related to the transactions contemplated by this Agreement, (ii) promptly inform the other party of the status of any consentof the matters contemplated hereby, authorization, order including providing the other party with a copy of any written communication (or approval ofsummary of oral communications) received by such party from, or any exemption bygiven by such party to, any Governmental Entity and of any written communication (or other public summary of oral communications) received or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries given in connection with any proceeding by a private party, in each case regarding any of the Offer transactions contemplated hereby, and (iii) consult with each other in advance to the Merger or the taking extent practicable of any action contemplated thereby meeting or conference with any such Governmental Entity or, in connection with any proceeding by a private party, with any such other person, and to the extent permitted by any such Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties contained in this AgreementSection 6.3, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously if (1) any objections are asserted with the purchase of Shares pursuant respect to the Offertransactions contemplated hereby under any law, lendrule, contribute regulation, order or decree, (2) any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by any Governmental Entity or private party challenging the Acquisitions or the other transactions contemplated hereby as violative of any law, rule, regulation, order or decree or that would otherwise transfer to prevent, materially delay or materially impede the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 consummation of the Company Letter and Acquisitions or the other transactions contemplated hereby, or (3) any law, rule, regulation, order or decree is enacted, entered, promulgated or enforced by a Governmental Entity that would make the Acquisitions or the other transactions contemplated hereby illegal or would otherwise prevent, materially delay or materially impede the consummation of the Acquisitions or the other transactions contemplated hereby, then (ii) Islet shall use its reasonable best efforts to cause resolve any such objections, actions or Proceedings so as to permit the Company consummation of the transactions contemplated by this Agreement by the date set forth in Section 8.1(c). Notwithstanding the foregoing or any other provision in this Agreement to repay the contrary, nothing in this Section 6.3 shall require, or be deemed to require the taking by Islet of any such indebtedness contemporaneously action that (1) is not conditional on the consummation of the Acquisitions or (2) would reasonably be expected to result in a Material Adverse Effect on BHV. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.3, if any of the events specified in Section 6.3(c)(i)(2) or (3) occurs, then each of Islet and BHV shall cooperate in all respects with each other and use its reasonable best efforts, subject to Section 6.3(c), to contest and resist any such purchase administrative or judicial action or proceeding and obtain 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 release consummation of the Acquisitions 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 Islet and BHV shall use its reasonable best efforts to defend, at Islet’s 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 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or 8.1(c) so long as such party has up to then complied with its obligations under this Section 6.3. (f) Each of BHV and Islet and their respective Boards of Directors or Board of Managers, as applicable, shall, if any “moratorium,” “control share,” “fair price” or other anti-takeover law or regulation becomes applicable to this Agreement, the Acquisitions , or any other transactions contemplated hereby, use all guaranties reasonable best efforts to ensure that the Acquisitions and security interests granted in connection with the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such indebtednesslaw or regulation on this Agreement, the Acquisitions and the other transactions contemplated hereby.

Reasonable Best Efforts. Except as otherwise contemplated Subject to the terms and conditions set forth in this Agreement, each of the Company, Parent and Sub agree to parties hereto shall use its reasonable best efforts (subject to, and in accordance with, applicable Legal Requirements) to take, or cause to be taken, promptly all actions necessary actions, and to comply do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all legal requirements that may be imposed on itself with respect things necessary, proper or advisable to consummate and make effective the Offer Exchange and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise transactions contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights including (i) the obtaining of all necessary consents or agree to any substantial limitation on its operations or to dispose waivers from third parties and Governmental Entities, (ii) the defending of any assetslawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (iii) causing the effectuation and consummation of the Preferred Stock Conversion, the Debt Exchange and the Equity Financing, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. Without limiting Notwithstanding the foregoing, Parent nothing in this Section 6.04(b) shall (i) contemporaneously with the purchase of Shares limit any applicable rights a party may have to terminate this Agreement pursuant to the OfferSection 8.01 so long as such party has up to then complied in all material respects with its obligations under this Section 6.04(b), lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use require any party to offer, accept or agree to (A) dispose or hold separate any part of its reasonable best efforts businesses, operations, assets or product lines, (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, such party or any of its Affiliates may carry on business in any part of the world or (D) pay any consideration (other than ordinary course filing, application or similar fees and charges) to cause obtain any approval, consent or waiver from a third party necessary, proper or advisable to consummate the Company transactions contemplated hereby, including the Exchange or (iii) require any party to repay such indebtedness contemporaneously with such purchase and obtain this Agreement to contest or otherwise resist any administrative or judicial action or proceeding, including any proceeding by a private party, challenging any of the release transactions contemplated hereby, including the Exchange, as violative of all guaranties and security interests granted in connection with such indebtednessany antitrust law.

Reasonable Best Efforts. Except as otherwise contemplated in Subject to the terms and conditions of this Agreement, each of the Companyparty hereto shall, Parent and Sub agree to shall cause its respective Subsidiaries to, use its reasonable best efforts (i) to take, or cause to be taken, all actions necessary necessary, proper or advisable to comply promptly with all legal requirements that which may be imposed on itself such party or its Subsidiaries with respect to the Offer Merger and to consummate the Merger transactions contemplated by this Agreement as promptly as practicable, (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entityii) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or any other public or private third party which is required to be obtained or made by Parentsuch party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement, Suband (iii) to cooperate in connection with any financing transaction undertaken by Arrow to fund the Merger Consideration, including, cooperation by Republic in facilitating customary due diligence and arranging senior officers, as selected by Arrow, to meet with prospective lenders and investors in customary presentations (including “road show” presentations and sessions with rating agencies), the Company preparation and filing of any offering document or listing particulars, the issuance of any comfort letter, the receipt of any auditors consents, the delivery of consolidated pro forma financial information and the use of commercially reasonable efforts to cause each independent auditor to so cooperate; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption will result in such party being required to hold separate or to divest any of its respective businesses or assets. Each of Republic and Arrow shall promptly cooperate with and furnish information to the other in connection with any such efforts by, or requirement imposed upon, any of them or any of their subsidiaries Subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtedness.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this Agreement, and in all cases subject to Section 6.2, each of Parent, Merger Sub and the Company, Parent and Sub agree to Company shall use its reasonable best efforts to take, or cause to be taken, all actions necessary that are necessary, proper or advisable to comply consummate and make effective, as promptly with all legal requirements that may be imposed on itself with respect to as practicable, the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this AgreementTransactions, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its including using reasonable best efforts to take (i) cause each of the conditions to the Merger set forth in Article VII to be satisfied as promptly as practicable after the date of this Agreement, (ii) obtain, as promptly as practicable after the date of this Agreement, and maintain all reasonable necessary actions or non-actions and Consents from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger, (iii) obtain (and shall cooperate with each other in obtaining) all necessary Consents under any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required Contracts to be obtained or made by Parent, Sub, which the Company or any of their subsidiaries its Subsidiaries is a party in connection with the Offer this Agreement and the Merger consummation of the Transactions and (iv) reasonably cooperate with the other party or parties with respect to any of the taking foregoing. Notwithstanding anything to the contrary herein, neither party, prior to the Effective Time, shall be required to, and the Company shall not without the consent of Parent, pay any action contemplated thereby consent or by this Agreementother similar fee, except that no party need waive any substantial rights “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments) or agree to enter into any substantial limitation on its operations amendments, supplements or other modifications to dispose (or waivers of) the existing terms of any assets. Without limiting the foregoingContract, Parent shall or provide additional security (iincluding a guaranty) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer assume or incur or agree to assume or incur any Liability, to obtain any Consent of any Person (including any Governmental Authority) under any Contract; provided that, if so requested by Parent, the Company funds in an amount sufficient shall agree to enable any such payment, consideration, security or Liability that is conditioned upon the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessClosing.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.08), each of the Companyparties hereto shall, Parent and Sub agree to 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 transactions contemplated by this Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to comply promptly obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary material consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with all legal requirements 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 imposed reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company, on itself 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 Offer 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 Merger (which actions shall include furnishing all information required under the HSR Act opportunity to attend and participate in connection with approvals of or filings any meeting with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other Entity in connection with respect of any such requirements imposed upon any of them or any of their subsidiaries filing made thereto in connection with the Offer and transactions contemplated by this Agreement. Neither Parent nor the Merger. Except as otherwise Company shall 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 any applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned, or delayed). (b) 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 Merger or any other transaction contemplated in by this Agreement, each of or any other agreement contemplated hereby, the Company, Company shall cooperate in all respects with Parent and Merger Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary contest and resist any such action or proceeding and to obtain (and shall cooperate with each other in obtaining) any consenthave vacated, authorizationlifted, order or approval ofreversed, or overturned any exemption byOrder, any Governmental Entity whether temporary, preliminary, or other public permanent, that is in effect and that prohibits, prevents, or private third party required to be obtained or made by Parent, Sub, restricts consummation of the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action transactions contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtedness.

Reasonable Best Efforts. Except as otherwise contemplated Upon the terms and subject to the conditions set forth in this Agreement, each of the Company, Parent and Sub agree parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to comply promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all legal requirements that may be imposed on itself with respect things necessary, proper or advisable to consummate and make effective, in the Offer most expeditious manner practicable, the Offer, the Merger and the Merger (which actions shall include furnishing all information required under other transactions contemplated by this Agreement. The Buyer, MergerCo and the HSR Act Company will use their reasonable best efforts and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information one another (i) in promptly determining whether any filings are required to each other be made or consents, approvals, waivers, licenses, Permits or authorizations are required to be obtained (or, which if not obtained, would result in connection with a breach or violation, or an event of default, termination or acceleration of any such requirements imposed upon any of them agreement or any of their subsidiaries put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties, including parties to loan agreements or other debt instruments, in connection with the Offer and the Merger. Except as otherwise transactions contemplated in by this Agreement, each of including the CompanyOffer, Parent the Merger and Sub shall(ii) in promptly making any such filings, in furnishing information required in connection therewith and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary in timely seeking to obtain (and shall cooperate with each other in obtaining) any consentsuch consents, authorizationapprovals, order permits or approval ofauthorizations. Notwithstanding the foregoing, or any exemption byother covenant herein contained, in connection with the receipt of any Governmental Entity necessary approvals under the HSR Act, neither the Company nor any of its Subsidiaries shall be entitled to divest or other public hold separate or private third party required otherwise take or commit to be obtained take any action that limits its freedom of action with respect to, or made by Parent, Subits ability to retain, the Company or any of their subsidiaries in connection with its Subsidiaries or any material portions thereof or any of the Offer and the Merger businesses, product lines, properties or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 assets of the Company Letter and (ii) use or any of its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessSubsidiaries, without MergerCo's prior written consent.

Reasonable Best Efforts. Except as otherwise contemplated in (a) On the terms and subject to the conditions of this Agreement, each of the Company, Parent Seller and Sub agree to Purchaser shall use its reasonable best efforts to takecause the Closing to occur, or cause to be taken, including taking all actions necessary to comply promptly with all legal requirements that may be imposed on itself it or any of its affiliates with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assetsClosing. Without limiting the foregoingrequirements for Closing set forth in Section 1.07 or the provisions set forth in Article VII, Parent each party shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company Closing to repay such indebtedness contemporaneously with such purchase occur on or prior to the Termination Date. Seller and obtain Purchaser shall not, and shall not permit any of their respective affiliates to, take any actions that would, or that could reasonably be expected to, result in any of the release conditions set forth in Article VII not being satisfied. (b) Each party shall use its reasonable best efforts to have any restraint or prohibition of all guaranties the type described in Section 7.01(b) terminated as promptly as practicable. (c) Without limiting Section 5.04(a), Purchaser and security interests granted Seller shall use their reasonable best efforts to obtain, or to cause to be obtained, any Permit or Environmental Permit for Purchaser needed to replace any permit used by a Seller in connection with the Business that is not a Transferred Permit pursuant to Section 1.02(a)(vii); provided, that no party shall be obligated to pay any consideration to any third party or Governmental Entity from whom such indebtednessPermits or Environmental Permits are requested under this Section 5.04(c). (d) Each of Seller and Purchaser shall (i) file or cause to be filed as promptly as practicable, but in no event later than 20 business days following the execution and delivery of this Agreement, with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) all notification and report forms that may be required for the transactions contemplated by this Agreement and the Ancillary Agreements and any supplemental information requested in connection therewith pursuant to the HSR Act, and (ii) make such other filings and any similar required notification under the laws of any foreign jurisdiction as promptly as practicable, but in no event later than 20 business days following the execution and delivery of this Agreement, as are necessary under the Antitrust Laws and shall promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. Neither party shall include in any such filing, notification or report form referred to in clauses (i) and (ii) of the immediately preceding sentence a request for early termination or acceleration of any applicable waiting periods without the prior written consent of the other party. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act and other Antitrust Laws. Seller and Purchaser each shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and other Antitrust Laws. Seller and Purchaser each shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable. Each party shall use its reasonable best efforts to obtain clearance required under the HSR Act and other Antitrust Laws for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable. (e) Seller and Purchaser shall use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicable. Seller and Purchaser shall not extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to be consummated on the Closing Date, except with the prior written consent of the other party hereto. If any Antitrust Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement and the Ancillary Agreements under any Antitrust Law, Seller and Purchaser shall use their reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser shall further use their reasonable best efforts to contest such Antitrust Proceeding until each such Antitrust Proceeding is resolved pursuant to a settlement or a final nonappealable court order. (f) For purposes of this Section 5.04, reasonable best efforts of the parties shall not include any requirement of the parties to offer or grant any accommodation (financial or otherwise) to any third party or Governmental Entity (other than nominal application and filing fees) or divest any of the assets or businesses of any party. (g) Prior to the Closing, each party shall, and shall cause its affiliates to, use its reasonable best efforts (at its own expense) to obtain, and to cooperate in obtaining, all consents from third parties necessary or appropriate to permit the consummation of the Acquisition; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such consent may be required (other than nominal filing or application fees).

Reasonable Best Efforts. Except as otherwise contemplated in (a) Upon the terms and subject to the conditions of this Agreement, each of the Company, Parent and Sub agree 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, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated in this Agreement as promptly as practicable, including, but not limited to, (i) the preparation and filing of all applicable forms under the HSR Act, (ii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated in this Agreement and the taking of such actions as are necessary to comply obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iii) the satisfaction of all conditions to Closing. Each party shall promptly consult with the other with respect to, provide any necessary information not subject to legal privilege with respect to and provide the other (or its counsel) copies of, all legal requirements that may be imposed on itself filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated in this Agreement. (b) Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated in this Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise transactions contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts then such party will endeavor in good faith to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval ofmake, 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. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Purchaser to enter into any exemption by, agreement with any Governmental Entity or other public to consent to any Order requiring Purchaser to hold separate or private third party required divest, or to be obtained restrict the dominion or made by Parentcontrol of Purchaser or any of its Affiliates over any of the assets, Subproperties or businesses of Purchaser, its Affiliates, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessPartnership Assets.

Reasonable Best Efforts. Except as otherwise contemplated Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Merger Sub, on the one hand, and the Company, Parent and Sub agree to use its reasonable best efforts to takeon the other hand, will take (or cause to be taken) all actions, and do (or cause to be done), and assist and cooperate with the other party or parties hereto in doing, all actions necessary things necessary, proper or advisable under applicable Law or otherwise to comply promptly with all legal requirements that may be imposed on itself with respect to consummate and make effective, in the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and most expeditious manner practicable, the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall including: (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its using their respective reasonable best efforts to cause the conditions to the Merger set forth in Article 6 (Conditions to the Merger) to be satisfied; (ii) using their respective reasonable best efforts to obtain all actions or nonactions, consents, waivers, approvals, orders and authorizations from Governmental Authorities, give all notices to Governmental Authorities, and make all registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger; and (iii) using their respective commercially reasonable efforts to obtain all consents, waivers and approvals under any Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted Material Contracts in connection with this Agreement and the consummation of the Merger so as to maintain and preserve the benefits under such indebtednessCompany Material Contracts as of the consummation of the Merger; provided, however, that unless otherwise directed by Parent (which direction will not require payment to be made until at or after the Effective Time), the Company will not be required to pay any consent fee, “profit sharing” payment or other consideration (including increased rent payments), or provide additional security (including a guaranty) to any Third Party as a condition to receipt of any consent, waiver or approval from any party to any such Company Material Contract. In addition to the foregoing, neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, will take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Merger or the ability of such party to fully perform its obligations under this Agreement.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Upon the terms and subject to the conditions of this Agreement, each of the Company, Parent and Sub agree to Parties shall use its reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to comply do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly with as practicable, including (i) the prompt preparation and filing of all legal requirements that may forms, registrations and notices required to be imposed on itself with respect filed to consummate the Offer transactions contemplated by this Agreement and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals taking of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all commercially reasonable actions as are necessary to obtain (and shall cooperate with each other in obtaining) any consentrequisite approvals, authorizationConsents, order orders, exemptions or approval of, waivers by any Governmental Authority or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter Person and (ii) use its using reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release satisfaction of all guaranties conditions to Closing. (b) Each Party shall promptly consult with the other Parties with respect to, provide any necessary information with respect to and security interests granted provide each other Party (or its counsel) copies of, all filings made by such Party with any Governmental Authority or any other Person or any other information supplied by such Party to a Governmental Authority or any other Person in connection with this Agreement and the transactions contemplated hereby. (c) Each Party shall promptly inform the other Party of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement. If any Party or Affiliate thereof receives a request for additional information or documentary material from any such indebtednessGovernmental Authority with respect to the transactions contemplated by this Agreement, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such request.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.09), each of the Companyparties hereto shall, Parent and Sub agree to shall cause its Subsidiaries 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, and to satisfy all conditions to, in the most expeditious manner practicable, the Minority Offer and the transactions contemplated hereby, including (i) the obtaining of all necessary Consents from Governmental Entities, (ii) the obtaining of all necessary Consents from third parties, and (iii) the execution and delivery of any additional instruments necessary to comply consummate the Minority Offer and to fully carry out the purposes of this Agreement. The Company and Buyer shall, subject to applicable Law, promptly (x) cooperate and coordinate with all legal requirements the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be imposed on itself 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. If the Company or Buyer receives a request for additional information or documentary material from any Governmental Entity with respect to the Offer 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 Merger (which actions shall include furnishing all information required under the HSR Act opportunity to attend and participate in connection with approvals of or filings any meeting with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other Entity in connection with respect of any such requirements imposed upon any of them or any of their subsidiaries filing made thereto in connection with the Offer transactions contemplated by this Agreement. (b) 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 Minority Offer, or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Buyer and shall use their 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 Mergertransactions contemplated by this Agreement. Except as otherwise Notwithstanding anything in this Agreement to the contrary, none of Buyer or any of its 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. (c) Notwithstanding anything to the contrary set forth in this Agreement, each Buyer shall be responsible for ensuring that the Company and its Subsidiaries are sufficiently capitalized as of the Closing to operate Company, Parent ’s and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate Subsidiaries businesses in accordance with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant applicable regulatory requirements after giving effect to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessMajority Share Closing.

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub agree to (a) Each party shall use its reasonable best efforts to take, or cause to be taken, all actions necessary action, and to comply do, or cause to be done as promptly with as practicable, all legal requirements that may be imposed on itself with respect things necessary, proper and advisable, to consummate and make effective as promptly as practicable the transactions contemplated hereby, including: (a) the satisfaction of the conditions precedent to the Offer obligations of any of the parties; (b) the obtaining of applicable consents, waivers or approvals of any Governmental Entities or third parties; (c) the defending of any Actions challenging this Agreement or the performance of the obligations hereby; and (d) the execution and delivery of such instruments, and the Merger taking of such other actions, as the other party may reasonably require in order to carry out the intent of this Agreement. Subject to appropriate confidentiality protections, each party shall furnish to the other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (which actions b) The parties shall include cooperate with one another and use their respective reasonable best efforts to prepare all necessary documentation (including furnishing all information required under any applicable Competition Laws) to effect promptly all necessary Governmental Filings and to obtain all consents, waivers and approvals of any Governmental Entity necessary to consummate the transactions contemplated hereunder. Each party shall provide to the other parties copies of all substantive correspondence between it (or its advisors) and any Governmental Entity relating to the transactions contemplated by this Agreement or any of the matters described in this Section 6.6. Each party shall promptly inform the other parties of any substantive oral communication with, and provide copies of any written communications with, any Governmental Entity regarding any such filings or any such transaction, unless prohibited by reasonable request of any Governmental Entity. No party shall independently participate in any meeting or substantive conference call with any Governmental Entity in respect of any such filings, investigation or other inquiry without giving the other parties prior notice of the meeting or substantive conference call and, to the extent permitted by such Governmental Entity, the opportunity to attend or participate. To the extent permissible under applicable Law, the parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party relating to proceedings under the Competition Laws; provided that such materials may be redacted as necessary to remove references concerning the valuation of the Company or the Company’s consideration of other transactions or to otherwise comply with applicable Law. The parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 6.6(b) or any other section of this Agreement as “legal counsel only.” Such materials and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (c) Without limiting the generality of the undertakings pursuant to this Section 6.6, the parties shall provide or cause to be provided (including by their “Ultimate Parent Entities” as that term is defined in the HSR Act) as promptly as reasonably practicable to any Governmental Antitrust Entity information and documents requested by such Governmental Antitrust Entity or necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including filing any notification and report form and related material required under the HSR Act and any other filing under any Competition Law set forth on Section 7.1(b) of the Company Disclosure Schedule as promptly as reasonably practicable after the date hereof (but in connection any event no later than 10 Business Days after the date hereof with approvals respect to the HSR Act and no later than 25 Business Days after the date hereof with respect to the filings identified on Section 7.1(b) of the Company Disclosure Schedule), and thereafter to respond as promptly as reasonably practicable to any request for additional information or filings documentary material that may be made under the HSR Act and any other Competition Law regarding preacquisition notifications for the purpose of competition reviews. Neither Purchaser, on the one hand, or Seller, the General Partner or the Company, on the other hand, shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, or “pull and refile,” pursuant to 16 C.F.R. 803.12 the filing made under the HSR Act, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of the other party. Purchaser shall be responsible for all filing fees applicable to Purchaser under the HSR Act and under any such other Competition Laws applicable to Purchaser. (d) If any objections are asserted with respect to the transactions contemplated hereby under any applicable Competition Law or if any Action is instituted by any Governmental EntityEntity challenging any of the transactions contemplated hereby as violative of any applicable Competition Law, Purchaser shall, at the sole cost and expense of Purchaser: (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the transactions contemplated hereby), and (ii) take such action as necessary to overturn any action by any Governmental Entity to prevent or enjoin consummation of this Agreement (and the transactions contemplated hereby), including by defending any Action brought by any Governmental Entity in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Entity may have to such transactions under such applicable Law so as to permit consummation of the transactions contemplated by this Agreement. Seller shall, and shall promptly cause the Company Entities to, cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries Purchaser in connection with the Offer foregoing, and take such actions as are reasonably requested by Purchaser in furtherance thereof. (e) Notwithstanding the Merger. Except as otherwise contemplated foregoing or anything to the contrary set forth in this Agreement, each of the Company, Parent and Sub Purchaser shall, and shall cause its subsidiaries Parent and its Parent’s Subsidiaries to, use its reasonable best efforts to and take any and all reasonable actions necessary to obtain any authorization, consent or approval of a Governmental Entity under the Competition Laws (including in connection with any Governmental Filings under the Competition Laws) necessary or advisable so as to enable the consummation of the transactions contemplated hereby to occur as expeditiously as possible (and shall cooperate in any event, no later than the Outside Date) and to resolve, avoid or eliminate any impediments or objections, if any, that may be asserted with each other in obtaining) respect to the transactions contemplated hereby under or relating to any consentCompetition Law, authorizationor to otherwise oppose, order or approval avoid the entry of, or any exemption byto effect the dissolution of, any Governmental Entity order, decree, judgment, preliminary or other public permanent injunction that would otherwise have the effect of preventing, prohibiting, restricting, or private third party required delaying the consummation of the transactions contemplated hereby, including: (i) proposing, negotiating, committing to be obtained and effecting, by consent decree, hold separate order or made by otherwise, the sale, divestiture, licensing or disposition of, or holding separate of, any businesses, product lines, rights, assets, properties, operations or services of Purchaser or its Parent or its Parent’s Subsidiaries (including, Subafter the Closing Date, the Company Entities) or any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of their subsidiaries in connection with the Offer and the Merger such businesses, product lines, rights, assets, properties, operations or the taking of any action contemplated thereby or by this Agreementservices), except that no party need waive any substantial rights or agree to any substantial limitation on its operations other structural or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter conduct remedy and (ii) use otherwise taking or committing to take any actions that after the Closing Date would limit Purchaser’s or its reasonable best efforts to cause Parent’s or its Parent’s Subsidiaries’ (including any of the Company Entities’), freedom of action with respect to, or its ability to repay retain or control, one or more of the businesses, product lines, rights, assets, properties, operation or services of Purchaser and its Affiliates or Subsidiaries (including the Company Entities) or interest therein, in each case as may be required in order to enable the consummation of the transactions contemplated hereby to occur as expeditiously as possible (and in any event no later than the Outside Date). Notwithstanding the foregoing, in no event shall Purchaser or its Parent or its Parent’s Subsidiaries, or the Company Entities, be required to take any of the foregoing actions (or omissions) in clauses (i) and (ii) above to the extent the taking of such indebtedness contemporaneously action or omission is not conditioned on the occurrence of the Closing. (f) From the date of this Agreement until Closing, neither Purchaser nor any of its Affiliates shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, if the execution and delivery of a definitive agreement relating to, or the consummation of, such purchase and obtain acquisition would reasonably be expected to(individually or in the release aggregate): (i) impose any material delay in obtaining, or materially increase the risk of all guaranties and security interests granted in connection with not obtaining, consents of a Governmental Entity under any Competition Law necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period under any Competition Law, (ii) materially increase the risk of a Governmental Entity seeking or entering a Governmental Order under a Competition Law prohibiting the consummation of the transactions contemplated hereby, (iii) materially increase the risk of not being able to remove any such indebtednessGovernmental Order on appeal or otherwise, or (iv) otherwise prevent, materially impair or materially delay the consummation of the transactions contemplated hereby.

Reasonable Best Efforts. Except (a) Each party shall make or cause to be made, in cooperation with the other parties and to the extent applicable and as otherwise contemplated promptly as practicable, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger and (ii) all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Entities under any other antitrust, competition, trade regulation, or other Laws relating to the Merger. Each party shall use its reasonable best efforts to (i) respond at the earliest practicable date to any requests for additional information made by the United States Department of Justice or any other Governmental Authorities, (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of any Governmental Authority, (iii) furnish to each other all information required for any filing, form, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel, and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any foreign antitrust, competition or similar Laws as soon as practicable and not extend any waiting period under the HSR Act or any foreign antitrust, competition or similar Laws or enter into any agreement with a Governmental Authority not to consummate the Merger, except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Authority regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Authority with respect to the Merger subject to advice of such party’s antitrust counsel, (B) where reasonably practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation, with any Governmental Authority in respect of any filings or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and/or participate, (C) if one party is prohibited by applicable Law or by the applicable Governmental Authority from participating in or attending any meetings or conferences or conversations, the attending party shall keep the other reasonably apprised with respect thereto and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any antitrust Law. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (i) to avoid the entry of any Restraint and (ii) to eliminate every impediment under any antitrust Law that may be asserted by any Governmental Authority so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Termination Date). Notwithstanding the foregoing, neither Parent nor any of its Subsidiaries shall be required to (i) propose, negotiate, commit to or effect any such sale, divestiture or disposition of assets or business of Parent or the Company, or any of their respective Subsidiaries, or offer to take or offer to commit to take any such action, provided, that Parent shall be required to use commercially reasonable efforts to take such action, or effect such sale, divestiture or disposition, where such action, sale, divestiture or disposition, individually or in the aggregate, would not result in the one year loss of net sales revenues (as measured by net 2010 sales revenue) in excess of $40,000,000, or (ii) commence or defend any suit, action, or proceeding related to the foregoing or seek to avoid entry of, or to have vacated, overturned or terminated, any Restraint. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the Company, Parent and Sub agree to Company shall use its reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to comply promptly with all legal requirements that may do, or cause to be imposed on itself with respect done, and to the Offer assist and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and furnish information to each other make effective, in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and most expeditious manner practicable, the Merger. Except as otherwise transactions contemplated in by this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its including using reasonable best efforts to take to: (i) obtain all reasonable necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger; and (ii) obtain (all necessary consents, waivers and shall cooperate with each other in obtaining) approvals under any consentMaterial Contracts or Contracts set forth on Section 4.04 of the Company Disclosure Schedule, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, which the Company or any of their subsidiaries its Subsidiaries is a party in connection with the Offer this Agreement and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 consummation of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednesstransactions contemplated hereby.

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement, each (a) Each of the Company, Parent and Sub agree Parties agrees to use its commercially reasonable best efforts efforts, and to cooperate with each other Party, to take, or cause to be taken, all any actions necessary necessary, appropriate or desirable to comply consummate and make effective, as promptly with all legal requirements that as practicable, the Transactions, including the satisfaction of the respective conditions set forth in Article VIII, and including to execute and deliver such other instruments as may be imposed on itself necessary or reasonably desirable for effecting completely the consummation of the Transactions. (b) Each Party shall promptly inform the other Parties of any communication between such Party and any Governmental Entity regarding the Transactions (and if in writing, furnish the other Parties with a copy of such communication). The Parties and their respective Affiliates shall respond promptly to any request for information or documentary material from any Governmental Entity with respect to the Offer Transactions or required in order to submit an application to any Governmental Entity with respect to the Transactions. To the extent permitted by applicable Law and except as may be prohibited by any Governmental Entity, each Party shall (i) permit the other Parties to review in advance, and consider in good faith the view of the other Parties in connection with, any proposed substantive written or oral communication with any Governmental Entity relating to the Transactions; (ii) not participate in any substantive meeting or telephone or video conference, or have any substantive communication, with any Governmental Entity unless it has given the other Parties a reasonable opportunity to consult with it in advance and, unless prohibited by such Governmental Entity, give the other Parties the opportunity to attend and participate therein; (iii) furnish the other Parties’ outside legal counsel with copies of all communications between it and any such Governmental Entity with respect to this Agreement and the Merger Transactions; provided, that material provided pursuant to this Section 7.8(b) (A) may be redacted as necessary (1) to comply with contractual arrangements, (2) to address legal privilege concerns, or (3) to remove references concerning the valuation of the Parties or (B) designated as “outside counsel only,” which actions materials and the information contained therein shall include furnishing all 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; and (iv) furnish the other Parties’ outside legal counsel with such information required under and reasonable assistance as the HSR Act and other Parties’ outside legal counsel may reasonably request in connection with approvals their preparation of or filings with necessary submissions of information to any other such Governmental Entity. (c) and Notwithstanding the foregoing, nothing in this Section 7.8 or otherwise in this Agreement shall promptly cooperate with and furnish information require Buyer or its Affiliates to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer (and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shallAcquired Companies shall not, and shall cause its subsidiaries their Subsidiaries and Affiliates not to, use its reasonable best efforts to take all reasonable actions necessary to obtain without Buyer’s prior written consent) offer, propose, negotiate, agree to, commit to, effect or take: (and shall cooperate with each other in obtainingi) any consent, authorization, order action that would prohibit or approval oflimit in any respect, or place any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Subconditions on, the Company ownership or operation by Buyer of any portion of the business, assets, Intellectual Property Rights, categories of assets, relationships, contractual rights, obligations or arrangements of Buyer or any of their subsidiaries in connection with its Affiliates (including, following the Offer and applicable Closing, the Merger Acquired Companies), or the taking of compel Buyer to divest, dispose of, hold separate or license any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 portion of the Company Letter and business, assets, Intellectual Property Rights, categories of assets, relationships, contractual rights, obligations or arrangements of Buyer or any of its Affiliates (including, after the applicable Closing, the Acquired Companies); (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release any divestiture or hold separate of all guaranties and security interests granted in connection with such indebtednessany business or assets; or (iii) any other remedy, commitment, condition or undertaking of any kind.

Reasonable Best Efforts. Except Each of the Company, Parent and Sub agrees to use its reasonable best efforts to effect the consummation of the Merger as otherwise contemplated in this Agreementsoon as practicable after the date hereof. Without limiting the foregoing, (a) each of the Company, Parent and Sub agree agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and promptly furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries Subsidiaries in connection with the Offer Merger and the Merger. Except as otherwise contemplated in this Agreement, (b) each of the Company, Parent and Sub shall, and shall cause its subsidiaries Subsidiaries to, use its or their reasonable best efforts to take all reasonable actions necessary (i) to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party Person required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries Subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use to 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, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by such Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences and (iii) to take all actions and to do or cause to be done all other things, necessary, proper or advisable in order for such party to fulfill and perform its reasonable best efforts respective obligations in respect of this Agreement, to cause the conditions to their respective obligations set forth in Article VIII to be fulfilled and otherwise to consummate and make effective the Merger and the transactions contemplated hereby. The Company shall provide to repay Parent such indebtedness contemporaneously with such purchase and obtain affidavits or certifications as are necessary to exempt the release transactions contemplated by this Agreement from the provisions of all guaranties and security interests granted in connection with such indebtednessSection 1445 of the Code.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.9), each of the Companyparties hereto shall, Parent and Sub agree to 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 transactions contemplated by this Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to comply promptly obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with all legal requirements 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 imposed 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. If the Company, on itself the one hand, or Parent or Merger Sub, on the other hand, receives a request for information or documentary material from any Governmental Entity with respect to the Offer 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 Merger 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 commit to or agree (which actions shall include furnishing all 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 (such consent not to be unreasonably withheld, conditioned, or delayed). (b) Without limiting the generality of the undertakings pursuant to Section 5.9(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 in connection with approvals of or any additional consents and filings with under any other Governmental EntityAntitrust Laws as promptly as practicable following the date of this Agreement (provided, that in the case of the filing under the HSR Act, such filing shall be made within 10 Business Days of the date of this Agreement) and shall thereafter to respond as promptly cooperate with and furnish as practicable to any request for additional information to each other in connection with any such requirements imposed upon any of them 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 (c) hereof, use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt approval of their subsidiaries in connection with the Offer and consummation of the Merger. Except as otherwise transactions contemplated in by this Agreement by any Governmental Entity or expiration of applicable waiting periods. (c) 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 Merger or any other transaction contemplated by this Agreement, each of or any other agreement contemplated hereby, the Company, Company shall cooperate in all respects with Parent and Merger Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary contest and resist any such action or proceeding and to obtain (and shall cooperate with each other in obtaining) any consenthave vacated, authorizationlifted, order or approval ofreversed, or overturned any exemption byOrder, any Governmental Entity whether temporary, preliminary, or other public permanent, that is in effect and that prohibits, prevents, or private third party required restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to be obtained or made by the contrary, none of Parent, Merger Sub, the Company or any of their subsidiaries respective 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 Offer and the Merger or the taking of any action transactions contemplated thereby or by this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, except that no party need waive none of Parent, Merger Sub, or any substantial rights 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 to, or otherwise take any substantial limitation on its operations action with respect to, any requirement, condition, limitation, understanding, agreement, or to Order to: (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase business, or portion of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 business of the Company Letter and Company, the Surviving Company, Parent, Merger Sub, or any of their respective Subsidiaries; (ii) use its reasonable best efforts to cause conduct, restrict, operate, invest, or otherwise change the assets, business, or portion of business of the Company, the Surviving Company, 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 Company, Parent, Merger Sub, or any of their respective Subsidiaries; provided, that if requested by Parent, the Company to repay will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such indebtedness contemporaneously with requirement, condition, limitation, understanding, agreement, or Order so long as such purchase and obtain requirement, condition, limitation, understanding, agreement, or Order is only binding on the release of all guaranties and security interests granted Company in connection with such indebtednessthe event the Closing occurs.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company, Parent and Sub agree parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, 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 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 acts necessary to comply cause the Offer Conditions and conditions in Article VII to be satisfied as promptly as reasonably practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all legal requirements that steps as may be imposed on itself necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any Governmental Entity and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with respect to and without limiting the Offer foregoing, Parent, Sub and the Merger Company shall as promptly as reasonably practicable, but in no event later than ten (which actions shall include furnishing all information 10) business days after the date hereof, duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) the notification and report form required under the HSR Act with respect to the transactions contemplated by this Agreement. (b) Each of Parent and the Company shall use its reasonable best efforts to (i) cooperate in connection all respects with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them filing or any of their subsidiaries submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, in each case, regarding the Offer transaction, (ii) keep the other party informed of any material communication received by such party from, or given by such party to, the FTC, the Antitrust Division, or any other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction and (iii) subject to applicable Law, permit the other party to review, in advance, any written communication given by it to or received from, and consult with each other in advance of any meeting or conference with, the FTC, the Antitrust Division, or any other Governmental Entity or, in connection with any proceeding by a private party regarding the transaction, any other person, and to the extent permitted by the FTC, the Antitrust Division, or other applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences subject to applicable Law. (c) Each of Parent and the MergerCompany shall (i) respond as promptly as practicable under the circumstances to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from either Governmental Entity, (ii) not extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). Except Parent and the Company shall, from the date of this Agreement until the Outside Date, use their respective reasonable best efforts to avoid the entry of, or to have lifted, vacated or terminated, any injunction or Judgment that would restrain, prevent or delay the Closing; provided that the parties shall have no obligation to commence any Proceeding against any Governmental Entity. (d) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.02(a) and (b), if any objections are asserted or if any suit is instituted (or threatened to be instituted) by the FTC, the Antitrust Division or any other applicable Governmental Entity with respect to any of the transactions contemplated hereby that would prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby, each of Parent, Sub and the Company shall use its reasonable best efforts, and cause their Affiliates to use their reasonable best efforts, to resolve any such objections or suits so as otherwise to permit consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party not be required to be obtained or made by Parentsell, Subdivest, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreementhold separate, except that no party need waive any substantial rights license or agree to any substantial limitation on other structural or conduct remedy with respect to, any operations, divisions, businesses, product lines, customers, assets or relationships of Parent or any of its operations or to dispose of any assets. Without limiting the foregoing, Parent shall Subsidiaries (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to other than the Company funds in an amount sufficient to enable and its Subsidiaries following the Merger), on the one hand, or the Company or its Subsidiaries, on the other hand, which (A) would materially and adversely affect the business of Parent and its Subsidiaries, taken as a whole, or (B) would require the sale, divestiture, holding separate or license of the Covered Product to repay its then outstanding indebtedness under any third party or materially impair the Amended and Restated Credit Agreement dated benefits expected by Parent as of July 15, 1997 referred the date of this Agreement to in Item 4.05 be derived by Parent from the acquisition of the Company Letter and Covered Product (ii) use its reasonable best efforts to cause the Company to repay any such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessaction, a “Non-Required Remedy”).

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 7.6(a)), each of the Companyparties hereto shall, Parent and Sub agree to 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 transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to comply obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, including, but not limited to, FINRA, the NYSE and the NFA, (ii) the obtaining of all necessary consents or waivers from third parties required as a result of or in connection with the consummation of the transactions contemplated by this Agreement, 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. The Company and Parent and their respective counsel shall, subject to applicable Law, promptly (x) cooperate and coordinate with all legal requirements the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be imposed on itself reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any material communication from any Governmental Entity 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 Offer 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 and its counsel with advance notice and the Merger opportunity to participate in any material meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. (which actions b) Without limiting the generality of the undertakings pursuant to Section 7.6(a) hereof, the parties hereto shall include furnishing all (i) provide or cause to be provided as promptly as practicable to Governmental Entities with jurisdiction over the HSR Act (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 as promptly as practicable following the date of this Agreement and in connection with approvals of thereafter to respond as promptly as practicable to any request for additional information or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with documentary material that may be made under the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shallHSR Act, and shall cause its subsidiaries to(ii) subject to the terms set forth in Section 7.6(c) hereof, use its their reasonable best efforts to take all reasonable such actions as are necessary or advisable to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or prompt approval of, or any exemption by, of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or other public or private third party required expiration of applicable waiting periods. (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall be obtained or made by deemed to require Parent, Sub, the Company or any of their subsidiaries in connection with the Offer respective Subsidiaries to, and the Merger or the taking of any action contemplated thereby or by this AgreementCompany and its Subsidiaries will not without Parent’s prior written consent, except that no party need waive any substantial rights or agree to any substantial divestiture of shares of capital stock or of any business, assets or property, or the imposition of any limitation on its operations the ability of any of them to conduct their businesses or to dispose own or exercise control of such assets, properties and stock to avoid or eliminate any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness impediment under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessHSR Act.

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement(a) Subject to the terms and conditions hereof, each of the Company, Parent and Sub agree to party will use its reasonable best efforts to take, or cause to be taken, all actions necessary actions, to comply file, or caused to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. Acquiror and the Company shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and its Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with all legal requirements the Merger; provided, however, that with respect to documents that one party reasonably believes should not be disclosed to the other party, such party shall instead furnish those documents to counsel for the other party pursuant to a mutually satisfactory confidentiality agreement. In exercising the foregoing right, each of the Company and Acquiror shall act reasonably and as promptly as reasonably practicable. (b) Acquiror and the Company shall promptly respond to any request for additional information pursuant to the HSR Act. Upon the terms and subject to the provisions hereof, Acquiror and the Company shall each use their reasonable best efforts to resolve objections, if any, as may be imposed on itself asserted by any Governmental Entity with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals any antitrust or trade or regulatory laws or regulations of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information , which, in the case of Acquiror, will include if necessary to each other in connection with any resolve such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreementobjections, each of the Company, Parent and Sub shalloffering, and shall cause its subsidiaries toagreeing to enter into any necessary agreements, use its reasonable best efforts including agreements to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consentsell, authorization, order license or approval otherwise dispose of, or hold separate or otherwise divest itself of, all or any exemption by, portion of Acquiror's businesses or assets or any Governmental Entity portion of the businesses or other public assets of any of its Subsidiaries or private third party required to be obtained any portion of the businesses or made by Parent, Sub, assets of the Company or any of their subsidiaries in connection the Company's Subsidiaries. Acquiror shall reasonably consult with the Offer and the Merger or the taking of any action contemplated thereby or by Company with regard to matters covered in this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessSection 8.1.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this AgreementAgreement (including Section 6.3), each of the Company, Parent parties hereto shall cooperate with the other parties and Sub agree 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 actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the Offer Conditions and the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each use its reasonable best efforts to (i) take all action necessary to comply promptly with ensure that no state takeover statute or similar Law is or becomes applicable to any of the Transactions and (ii) if any state takeover statute or similar Law becomes applicable to any of the Transactions, take all legal requirements action necessary to ensure that the Transactions may be imposed consummated as promptly as practicable on itself the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Transactions. (c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such requirements imposed upon party from, or given by such party to, any 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 them the Transactions. 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. No party to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Authority without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. (d) Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 6.4 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 8.1 so long as such party has up to then complied in all material respects with its obligations under this Section 6.4 or (ii) require Parent to offer, accept or agree to (A) dispose or hold separate any part of its or the Company’s businesses, operations, assets or product lines (or a combination of Parent’s and the Company’s respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business and/or (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their subsidiaries Affiliates may carry on business in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each any part of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessworld.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this Agreement, each of the Company, Company and Parent and Sub agree to shall use its reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Transactions (including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings (including Filings pursuant to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and Filings that may be required by TD Bank in connection with approvals order to be permitted to receive the Merger Consideration) (and, absent the prior written consent of or filings with the other party, not withdrawing any other Governmental Entitysuch Filings) and shall promptly cooperate with and furnish information to each other in connection with resubmitting any such requirements imposed upon Filings as soon as is reasonably practicable in the event such filings are rejected for any of them reason whatsoever by the relevant Governmental Authority and (ii) using reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to obtain all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Transactions). To the extent permitted by Applicable Law, the Company and Parent shall deliver as promptly as practicable to the appropriate Governmental Authorities any of their subsidiaries additional information and documentary material that may be requested by any Governmental Authority in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assetsTransactions. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 none of the Company Letter and or Parent or their respective controlled Affiliates shall extend any waiting period or comparable period under the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of the other party (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednesswhich shall not be unreasonably withheld, conditioned or delayed).

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this Agreement, each of the Company, Merger Subsidiary and Parent and Sub agree to shall use its their reasonable best efforts to take, or cause to be taken, all actions necessary and to comply promptly with do, or cause to be done, all legal requirements that may be imposed on itself with respect things necessary, proper or advisable under Applicable Law to consummate the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise transactions contemplated in by this Agreement, each including (i) causing the conditions of the Companyother party to the Merger set forth in Article 9 to be satisfied, Parent (ii) preparing and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate filing as promptly as practicable with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity Authority or other public or private third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (iii) obtaining and maintaining all Permits and other confirmations required to be obtained from any Governmental Authority or other third party, including consents under any Material Contract, that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement, subject to Section 6.04. Parent and the Company shall promptly consult with the other with respect to, provide any necessary information with respect to, and provide the other (or its counsel) copies of, all filings made by Parent, Sub, the Company such party with any Governmental Authority or any of their subsidiaries other Person or any other information supplied by such party with any Governmental Authority or any other Person or any other information supplied by such party to a Governmental Authority or any other Person in connection with the Offer this Agreement and the Merger or the taking of any action transactions contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) shall use its reasonable best efforts to cause file applications and any other filings that may be required to own and operate X-ray equipment with the state healthcare regulatory agencies in the states where the Company and its Subsidiaries currently operate. (b) Parent will take all actions necessary to repay such indebtedness contemporaneously cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger, subject to and in accordance with such purchase the terms and obtain the release of all guaranties and security interests granted conditions set forth in connection with such indebtednessthis Agreement.

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement, each (a) Each of the Company, Parent and Sub agree to Parties shall use its all reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated hereby, including as promptly as reasonably practicable following the execution and delivery of this Agreement, making the notifications or filings under applicable Antitrust Laws indicated in Annex C-1 and as promptly as reasonably practicable after the Closing, making the notifications or filings under applicable Antitrust Laws indicated in Annex C-2, and, thereafter, furnishing as promptly as reasonably practicable any supplemental information requested in connection therewith by any Antitrust Authority pursuant to any such Antitrust Law. The Parties each shall furnish to the other such necessary to information and reasonable assistance as the other may request in connection with their preparation of any filing, registration or declaration that is necessary under the Antitrust Laws and any other Laws. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Antitrust Authority or Governmental Authority (or other Person regarding any of the transactions contemplated by this Agreement) in respect of any such filing, registration or declaration, and shall comply promptly with all legal requirements any such inquiry or request (and, unless precluded by Law, provide the other Party with copies of any such communications that may be imposed on itself are in writing). None of the Parties, any Group Company nor any of their respective Representatives shall independently participate in any meeting, or engage in any substantive communication (written or verbal), with any Antitrust Authority or Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other Party prior notice of the meeting and, to the extent permitted by such Antitrust Authority or Governmental Authority and reasonably practicable under the circumstances, the opportunity to attend or participate in such meeting or communication. Notwithstanding anything to the contrary in this Agreement, subject to applicable Law, Alpine shall have the right to direct and implement the required steps and procedures with respect to the Offer seeking and the Merger (which actions shall include furnishing obtaining all information required clearances, approvals or other consents under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries Antitrust Laws in connection with the Offer consummation of the transactions contemplated hereby and shall take the Mergerlead in all meetings and communications with any Antitrust Authority in any matter related to the transactions contemplated hereby. Except as otherwise contemplated in The foregoing provisions of this Section 5.05(a) shall continue to apply from and after the Closing until all proceedings under any Antitrust Law have been completed. (b) Subject to the terms and conditions of this Agreement, each of the Company, Parent and Sub shall, and Party shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company Closing to repay occur as promptly as practicable, including by defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, and seeking to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Authority that is not yet final and non-appealable, vacated, or reversed. (c) The Stockholder and Alpine shall, and the Stockholder shall cause the Group Companies to, cooperate and use their respective reasonable best efforts to obtain as promptly as practicable all consents, approvals and waivers required by third parties so that all Permits and Contracts of the Group Companies will not cease to be in full force and effect solely as a result of the Closing. (d) Notwithstanding anything to the contrary in this Agreement, except as the Parties otherwise may agree, (i) neither Alpine nor any of its Affiliates shall be required to (and neither the Stockholder nor any Group Company, without Alpine’s express prior written consent, shall) consent to, or offer or agree to, or otherwise take any action in furtherance of (A) any requirement, condition, limitation, understanding, agreement or order to sell, license, transfer, divest, hold separate (including by trust or otherwise) or otherwise dispose of any of their respective businesses or assets (including, following the Closing, any of the businesses or assets of the Group Companies), or (B) any limitation with respect to the ownership, holding, operation or business conduct of any of their respective businesses or assets (including, following the Closing, any of the businesses or assets of the Group Companies), (ii) neither Alpine nor any of its Affiliates shall be required to take any action that would, or reasonably could be expected to, substantially impair the benefits expected as of the date of this Agreement to be realized by Alpine from consummation of the Offers and the purchase of the Holdco Shares, and (iii) no Party shall be required to waive any of the conditions set forth in Annex A or Article VI as they apply to such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessParty.

Reasonable Best Efforts. Except From the date hereof until the earlier of the Closing or valid termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), except as otherwise contemplated expressly provided in this Agreement, each of the Company, Parent and Sub agree to Party shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the conditions set forth in Article VII to be satisfied and to consummate the transactions contemplated by this Agreement as promptly as practicable and in any event on or after the Inside Date and on or before the Outside Date. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.1 or elsewhere in this Agreement shall require Seller or any other Seller Related Party (including the Acquired Companies) to (a) provide financing to Buyer or any other Buyer Related Party for the consummation of the transactions contemplated hereby; or (b) seek or obtain any consents, notices, approvals or other authorizations to any of the transactions contemplated by this Agreement or any Ancillary Document that may be required from any party to any Contract or Permit to which any Acquired Company is a party or otherwise bound or any Governmental Entity (clause (b), collectively, “Transaction Consents”), except (x) as provided in Section 5.2 and (y) that, subject in all events to repay the last sentence of this Section 5.1, Seller shall cause the Acquired Companies to use commercially reasonable efforts to seek the waivers and consents set forth on Schedule 5.1; provided, that (1) in no event shall Seller or any Acquired Company be required to commence any Suit, make any payment or grant any concession (financial or otherwise) to obtain any such indebtedness contemporaneously waiver or consent and (2) Buyer shall provide to any third party from whom any such waiver or consent is being sought such information as is reasonably requested and shall otherwise cooperate with such purchase and obtain the release of all guaranties and security interests granted Acquired Companies in connection with seeking such indebtednesswaivers and consents. Buyer agrees that notwithstanding anything to the contrary herein, so long as Seller and the Company satisfy their obligations under this Section 5.1 and Section 5.2 (i) no Seller Related Party shall have any Liability (and the Buyer Related Parties will not be entitled to assert any claims) arising out of or relating to (I) any failure to obtain any Transaction Consent in connection with the execution, delivery and performance by Seller of this Agreement or any Ancillary Document to which it is a party or the consummation of the transactions contemplated hereby or thereby, including any default, acceleration, termination or loss of right under any Contract or Permit as a result of such failure or (II) any matter arising out of or relating to seeking, or the negotiation with any third-party with respect to, any waiver or consent set forth on Schedule 5.1, and (ii) in no event shall any of the foregoing (A) violate or breach or be deemed to violate or breach any provision of this Agreement in any way, (B) serve as a basis for Buyer to terminate this Agreement or (C) cause or be deemed to cause any of the conditions contained in Article VII (except, as applicable, the condition contained in Section 7.1(c)) to have not been satisfied.

Reasonable Best Efforts. Except as otherwise contemplated in this Agreement, each (a) Each of the Company, Parent Seller and Sub agree to Buyer shall cooperate and use its reasonable best efforts to takeeffect the Transaction as promptly as practicable, including securing or cause giving as promptly as practicable all consents, approvals, waivers, authorizations and notices required to be takenobtained or given by it from or to any Government Entity or Self-Regulatory Organization in connection with the consummation of the Transaction. Without limiting the generality of the foregoing, each of Buyer and Seller shall use reasonable best efforts to: (i) promptly make all actions filings and submissions required by any Laws and promptly file any additional information requested as soon as practicable after receipt of such request therefor, (ii) lift or rescind as promptly as practicable any injunction or restraining order or other Order adversely affecting the ability of the parties hereto to consummate the Transaction, (iii) cause Xxxxx XX and, as the case may be, Bache Holdings HK, to provide such information regarding Xxxxx XX and its activities on a timely basis as may be reasonably necessary to comply promptly with all legal requirements that may be imposed on itself with respect prepare, and respond to any follow-up requests by the SFC in connection with, the application to the Offer SFC by Buyer or its Affiliates for approval as a substantial shareholder, and (iv) fulfill all of the Merger conditions to such party’s obligations to consummate the Transaction set forth in ARTICLE VI. (which actions b) Seller and Buyer shall include furnishing cooperate with each other and shall, subject to Applicable Local Law, furnish to the other party all information required necessary or desirable in connection with making any filing under the HSR Act and any application, notification or other filing to be made pursuant to any other competition or foreign investment or other regulatory Law, and in connection with approvals resolving any investigation or other inquiry by any Government Entity under any Laws with respect to the consummation of the Transaction. Each of the parties shall, subject to Applicable Local Law, promptly inform the other party of any communication with, and any proposed understanding, undertaking or agreement with, any Government Entity regarding any such filings. From the date hereof to the Closing, each party agrees that it will use reasonable commercial efforts to keep the other party fully informed with respect to all applications, filings and developments related thereto, and, give the other party reasonable advance notice of any meetings or discussions held with any other Governmental Entity) Government Entity in respect of any such filings, applications and shall promptly developments related thereto, and the opportunity to participate therein. From the date hereof to the Closing, Seller and Buyer shall, subject to Applicable Local Law, consult and cooperate with and furnish information to each other one another in connection with any such requirements imposed upon any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of them or any of their subsidiaries the other party hereto in connection with all meetings, actions and proceedings under or relating to the Offer HSR Act, other competition Laws or other Laws (including, with respect to making a particular filing other than the HSR Act filing, by providing copies of all such documents to the non-filing party and the Merger. Except as otherwise contemplated in this Agreementits advisors prior to filing and, each of the Companyif requested, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts giving due consideration to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consentadditions, authorization, order deletions or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries changes suggested in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreementtherewith, except that no party need waive any substantial rights or agree which documents may be restricted to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessoutside counsel).

Reasonable Best Efforts. Except as otherwise contemplated in (a) Upon the terms and subject to the provisions of this Agreement, each of the Company, Parent and Sub agree to Parties will use its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible, and prior to the Outside Date, the Transactions, including (i) the preparation and filing of all forms, registrations and notices required to be filed with any Governmental Entity to consummate the Transactions, (ii) the satisfaction of all of the conditions to consummating the Transactions, (iii) taking all actions necessary to comply promptly obtain (and to cooperate with all legal requirements that may be imposed on itself with respect to the Offer and the Merger each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions shall will include furnishing all information required under the HSR Act applicable Antitrust Laws or applicable FDI Laws and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by the Parties or any of their respective Subsidiaries or Affiliates to complete the Transactions or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Additionally, the Parties will use their reasonable best efforts to fulfill all conditions precedent to the Merger in the most expeditious manner possible and will not take any action after the Agreement Date that would reasonably be expected to, and actually does, materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. (b) The Parties will promptly consult with each other with respect to and, to the extent permitted by applicable Law, promptly provide each other any relevant information with respect to (and, in the case of correspondence, provide each other (or their counsel) copies of), and keep each other apprised of the status of, all filings made by such Party with any Governmental Entity or any other information supplied (except with respect to any disclosure or communication that relates to a Takeover Proposal or a Change in Recommendation), by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transactions; provided, however, that the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided under this Section 6.3 as “Antitrust Counsel Only Material.” Such materials designated “Antitrust Counsel Only Material” and the information contained therein will be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the Party that provided the materials or its legal counsel. Anything to the contrary contained in this Section 6.3 notwithstanding, materials provided pursuant to this Section 6.3 may be redacted (i) to remove references concerning the valuation of Parent, Subthe Company and the Merger and other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. Each Party will promptly inform the other Parties of any communication received by it from any Governmental Entity regarding any of the Transactions. If any Party or any Representative of such Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then such Party will use its reasonable best efforts to make, or cause to be made, promptly and, to the extent permitted by Law, after consultation with the other Parties and permitting counsel to the other Parties reasonable opportunity to review in advance, an appropriate response in compliance with such request. Each Party agrees that it will not participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the performance of its obligations pursuant to this Section 6.3 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. Notwithstanding anything to the contrary in this Section 6.3 or in any other provision of this Agreement, Parent will consult with the Company prior to taking any material substantive position in any written submissions or, to the extent practicable, discussions with any Governmental Entity. (c) The Parties will use reasonable best efforts to file, as promptly as reasonably practicable, any filings and/or notifications under applicable Antitrust Laws or applicable FDI Laws, and in each case, if applicable, requesting early termination of any waiting period with respect to the Transactions, and to file as soon as practicable any other applicable notifications or other forms and documentation necessary to obtain any consents, clearances or approvals under or in connection with any applicable Antitrust Law or applicable FDI Laws or in connection with the approval or authorization of or filings with any Governmental Entity required to be obtained or made by the Parent Parties, the Company or any of their subsidiaries respective Affiliates in connection with the Offer and the Merger Transactions or the taking of any action contemplated thereby or by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, except the Parent Parties will, and will cause their controlled Affiliates to, take any and all actions required to obtain all required approvals under any applicable Antitrust Laws and FDI Laws, provided, that no party need waive any substantial rights nothing in this Section 6.3 or agree to any substantial limitation on its operations or to dispose elsewhere in this Agreement shall require the proposal, negotiation and acceptance of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase any and all divestitures of Shares pursuant businesses or assets, (ii) any agreement to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 hold any assets of the Company Letter and (ii) use its reasonable best efforts to cause or any of the Subsidiaries of the Company separate, (iii) any agreement to repay such indebtedness contemporaneously license any portion of any business, (iv) any limitation to or modification of any businesses, services or operations, or (v) any other action that limits the Parent’s freedom of action, ownership or control with such purchase and obtain respect to, or ability to retain or hold, any of their businesses, assets, product lines, properties or services or, following the release Closing, of all guaranties and security interests granted in connection with such indebtednessthe Company or any of its Subsidiaries.

Reasonable Best Efforts. Except as otherwise contemplated in (a) Subject to the terms and conditions of this Agreement, each of the Company, Parent and Sub agree to parties will use its reasonable best efforts in good faith to take, or cause to be taken, all actions necessary actions, and to comply promptly with do, or cause to be done, all legal requirements that things necessary, proper or desirable, or advisable under applicable laws, and execute and deliver such documents and other papers or instruments as may be imposed on itself with respect required, so as to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each permit consummation of the CompanyExchange and otherwise to enable consummation of the transactions contemplated hereby, Parent and Sub shallin each case, as promptly as is practicable, and shall use reasonable best efforts to cooperate with the other party to that end; provided that the Investor shall not be required to take such actions, or make such disclosures, as would (x) have a material adverse effect on the Investor (taking into consideration the normal course of business in which the Investor’s business has been conducted); (y) result in the Investor or an Affected Affiliate being deemed to control the Company or any subsidiary of the Company (within the meaning of 12 U.S.C. Section 1841(a), 12 U.S.C. Section 1831o(e), 12 U.S.C. Section 1815(e), 12 C.F.R. Section 225.2(e), or any similar U.S. federal, state or local law or regulation limiting control of financial institutions or their affiliates or imposing obligations on the Investor or its Affiliates by virtue of such control); or (z) result in the imposition of a financial support obligation or materially adverse compliance burden on the part of the Investor or an Affected Affiliate. In addition, the Investor agrees to the extent required by relevant Governmental Entities or applicable law to enter into or accept being subject to (in addition to and without limiting the provisions of this Agreement including Section 4.02): (i) standard “passivity” commitments; and (ii) an undertaking not to seek a representative or designee on the Company’s board of directors. The Company agrees to reasonably cooperate with the Investor to provide such information, assistance and support as necessary or appropriate for the Investor to obtain or make in a timely manner the applicable regulatory approvals, consents, authorizations, notices, applications, filings, registrations or qualifications, including any exemptions from the foregoing, contemplated by the preceding sentence. The parties agree that the Investor shall not be required to initiate, prosecute or contest any lawsuit, action, suit or proceeding to comply with this Section 3.01. The Company agrees to only include information describing the Investor or its Affiliates in any such application that has been provided or approved by the Investor or is publicly available. (b) As promptly as reasonably practicable the Investor shall cause its subsidiaries to, to be prepared and filed the required notice under the Change in Bank Control Act of 1978 (the “CIBC Act”) with the Federal Reserve Board. Such notice shall be in such form as may be prescribed by the Federal Reserve Board. The Investor shall use its reasonable best efforts to take obtain approval of the notice and to respond as promptly as reasonably practicable to all inquiries received concerning such notice (including using reasonable actions necessary best efforts to obtain (and respond to all requests for additional information from the Federal Reserve Board as promptly as practicable following each such request); provided that the Investor shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party not be required to take any such actions that would have a material adverse effect on the Investor (taking into consideration the normal course of business in which the Investor’s business has been conducted) or result in the imposition of a financial support obligation or materially adverse compliance burden on the part of the Investor or an Affected Affiliate. The parties agree that the Investor shall not be obtained required to initiate, prosecute or made by Parentcontest any lawsuit, Subaction, suit or proceeding to comply with this Section 3.01. The Company shall have the right to review in advance, and to the extent practicable consult with Investor with respect to, the CIBC Act notice, in each case subject to applicable laws relating to the exchange of confidential information. In exercising the foregoing right, the Company agrees to act reasonably and as promptly as practicable. The Investor shall keep the Company apprised of the status of all material matters relating to the CIBC Act notice, including promptly furnishing the Company with copies of notices or any other communications between the Investor and the Federal Reserve Board, subject to applicable laws relating to the exchange of their subsidiaries confidential information. (c) The Company shall hold a meeting of its stockholders (which may be its annual meeting or a special meeting) or seek to take action by written consent in lieu thereof, as promptly as practicable following the Closing, to vote on or consent to the proposals (collectively, the “Stockholder Proposals”) set forth on Annex F. The Board of Directors shall recommend to the Company’s stockholders that such stockholders vote in favor of or consent to the Stockholder Proposals. In connection with such meeting or consent, the Offer Company shall prepare (and the Merger or the taking of any action contemplated thereby or Investor will provide information reasonably required by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under be included therein) and file with the Amended and Restated Credit Agreement dated SEC as of July 15promptly as practicable a preliminary proxy statement, 1997 referred to in Item 4.05 of the Company Letter and (ii) shall use its reasonable best efforts to respond to any comments of the SEC or its staff thereon and to cause a definitive proxy statement related to such stockholders’ meeting or consent to be mailed to the Company’s stockholders, and the Company shall use its reasonable best efforts to repay solicit proxies for such indebtedness contemporaneously with stockholder approval of the Stockholder Proposals. Each of the Investor and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such purchase and obtain information shall have become false or misleading in any material respect. (d) None of the release of all guaranties and security interests granted information supplied by the Company for inclusion in any proxy statement in connection with any such indebtednessstockholders meeting of the Company or consent will, at the date it is filed with the SEC, when first mailed to the Company’s stockholders and at the time of any stockholders meeting, and at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (i) The Investor hereby agrees that the Investor shall vote (or cause to be voted) or exercise its right to consent (or cause its right to consent to be exercised) with respect to all of the Exchange Preferred Shares and shares of Common Stock and Exchange Interim Securities beneficially owned by it, and its Controlled Affiliates in favor of the Stockholder Proposals to the extent entitled to vote thereon. (ii) The Investor hereby agrees that the Investor shall vote (or cause to be voted) or exercise its right to consent (or cause its right to consent to be exercised) with respect to all of the Exchange Preferred Shares and shares of Common Stock and Exchange Interim Securities beneficially owned by it and its Controlled Affiliates in favor of the additional stockholder proposals set forth on Annex G to the extent entitled to vote thereon. (iii) Additionally, by entering into this Agreement, to the maximum extent permitted by applicable law, the Investor hereby grants a proxy appointing the Company and its officers attorney-in-fact and proxy for it and its Controlled Affiliates with full power of substitution, for and in the name of it and its Controlled Affiliates, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 3.01(e)(i) and Section 3.01(e)(ii) as the Company or its proxy or substitute shall, in the Company’s sole discretion, deem proper with respect to such Exchange Preferred Shares, Common Stock and Exchange Interim Securities, and the Investor hereby revokes any and all previous proxies granted with respect to such Exchange Preferred Shares, Common Stock and Exchange Interim Securities for purposes of Section 3.01(e)(i) or Section 3.01(e)(ii). The proxy granted hereby is irrevocable, is coupled with an interest and is granted in consideration of the Company entering into this Agreement and incurring certain related fees and expenses, and will be valid and binding on any Permitted Transferee to whom the Investor or any of its direct or indirect transferees may Transfer such Common Stock and Exchange Interim Securities.

Reasonable Best Efforts. Except as otherwise contemplated (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.09), each of the Companyparties hereto shall, Parent and Sub agree to shall cause its Subsidiaries 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, and to satisfy all conditions to, in the most expeditious manner practicable, the Minority Offer and the transactions contemplated hereby, including (i) the obtaining of all necessary Consents from Governmental Entities, (ii) the obtaining of all necessary Consents from third parties, and (iii) the execution and delivery of any additional instruments necessary to comply consummate the Minority Offer and to fully carry out the purposes of this Agreement. The Company and Buyer shall, subject to applicable Law, promptly (x) cooperate and coordinate with all legal requirements the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be imposed on itself 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. If the Company or Buyer receives a request for additional information or documentary material from any Governmental Entity with respect to the Offer 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 Merger (which actions shall include furnishing all information required under the HSR Act opportunity to attend and participate in connection with approvals of or filings any meeting with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other Entity in connection with respect of any such requirements imposed upon any of them or any of their subsidiaries filing made thereto in connection with the Offer transactions contemplated by this Agreement. (b) 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 Minority Offer, or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Buyer and shall use their 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 Mergertransactions contemplated by this Agreement. Except as otherwise Notwithstanding anything in this Agreement to the contrary, none of Buyer or any of its 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. (c) Notwithstanding anything to the contrary set forth in this Agreement, each Buyer shall be responsible for ensuring that the Company and its Subsidiaries are sufficiently capitalized as of the Closing to operate Company, Parent ’s and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate Subsidiaries businesses in accordance with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant applicable regulatory requirements after giving effect to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the Company Letter and (ii) use its reasonable best efforts to cause the Company to repay such indebtedness contemporaneously with such purchase and obtain the release of all guaranties and security interests granted in connection with such indebtednessMajority Share Closing.