Common use of Reasonable Efforts; Further Assurances Clause in Contracts

Reasonable Efforts; Further Assurances. (a) Parent and the Company shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement including, without limitation, using their respective reasonable commercially practicable efforts: (i) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof.

Reasonable Efforts; Further Assurances. (a) Parent From and after the Company shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VIClosing Date, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to upon the terms and subject to the conditions hereof, the Company Contributing Parties, through the Contributors’ Representatives and Parent agree to without the need for further approval or action on the part of the Contributing Parties, as applicable, shall use their respective commercially reasonable best efforts to take, or cause to be taken, all action appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement includingas promptly as practicable. Without limiting the foregoing but subject to the other terms of this Agreement, the Represented Contributors agree that, the Contributors’ Representatives shall be permitted, from time to time, whether before, at or after the Closing Date, without limitationthe need for further approval or action on the part of the Represented Contributors, using their respective reasonable commercially practicable efforts: (i) to obtain prior execute and deliver, or cause to the Closing Date all licensesbe executed and delivered, certificatesin each case on behalf of each Represented Contributor, permitssuch instruments of assignment, consentstransfer, approvalsconveyance, authorizationsendorsement, qualifications direction or authorization as may be necessary to consummate and orders of Governmental Authorities and parties to contracts as are necessary for the consummation of make effective the transactions contemplated herebyby this Agreement; (ii) provided, however, that said instruments of assignment, transfer, conveyance, direction or authorization shall not increase any obligation or liability of any such Represented Contributor or be inconsistent with the terms and conditions of this Agreement. After the Closing, the Contributors’ Representatives and the Non-Represented Contributors shall use reasonable efforts to effect all necessary registrations and obtain any approvals or consents or assist in any filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby by this Agreement or the Transaction Documents that are requested by the MLP and to prevent, with respect to any threatened that have not been previously obtained or such injunction, restraining order or other such ruling, the issuance or entry thereofmade.

Reasonable Efforts; Further Assurances. (a) Parent and the Company shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them. Each Partyof Party and the Company, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement including, without limitation, using their respective reasonable commercially practicable best efforts: (i) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company or its Subsidiaries as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof.

Reasonable Efforts; Further Assurances. (a) Parent Upon the terms and the Company shall use their reasonable best efforts subject to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VIthis Agreement, as applicable to each of them. Each Party, at the parties hereto will use all commercially reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement includingas expeditiously as practicable and to ensure that the conditions set forth in Article VII are satisfied, without limitation, using their respective reasonable commercially practicable efforts: (i) to obtain prior to insofar as such matters are within the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders control of Governmental Authorities and parties to contracts as are necessary for the consummation any of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filingsthem, including, without limitation, providing copies of all such documents making the requisite filings pursuant to the non-filing party HSR Act. Without limiting the generality of the foregoing, and its advisors prior subject to Section 6.2, the Company and the Principal Stockholder, on the one hand, and Buyer and Merger Sub, on the other hand, shall each furnish to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such necessary information and reasonable assistance as the other party may reasonably may be requested request in connection with the foregoing; . (b) In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, each of the parties to this Agreement shall take or cause to be taken all such necessary action, including the execution and delivery of such further instruments and documents, as may be reasonably requested by any party hereto for such purposes or otherwise to complete or perfect the transactions contemplated by this Agreement. (c) The Company shall, to the extent Buyer may reasonably request in connection with any third-party financing Buyer and Merger Sub may seek to obtain in order to fund the transactions contemplated by this Agreement and to refinance the existing indebtedness of the Company, use its commercially reasonable efforts, to: (i) cooperate in the preparation of any offering memorandum or similar document, (ii) make senior management of the Company reasonably available for customary “roadshow” presentations, (iii) cooperate with prospective lenders, placement agents, initial purchasers and their respective advisors in performing their due diligence, (iv) to liftenter into customary agreements with underwriters, rescind initial purchasers or mitigate the effects of any injunctionplacement agents, restraining order (v) enter into or help procure pledge and security documents, landlord waivers, other definitive financing documents or other ruling by a Governmental Authority adversely affecting requested certificates or documents and (vi) cause the ability Series D Notes to be redeemed or repurchased on the Closing Date. Notwithstanding the forgoing, nothing in this Agreement shall require the Board of Directors of the Company to take any Party action to consummate approve any third party financing provided in connection with the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereofMerger.

Reasonable Efforts; Further Assurances. (a) Parent and the Company Each Party shall use their commercially reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VIARTICLE IX, as applicable to each of them. Each Party, at the reasonable request of the any other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger Issuer Transactions and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to each Party shall use their its respective commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Issuer Transactions and other transactions contemplated by this Agreement including, without limitation, using their respective commercially reasonable commercially practicable efforts: (i) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company each Party shall cooperate with each other Party in connection with the making of all such registrations and filings, including, without limitation, providing copies copies, as reasonably necessary and to the extent permitted by Law, of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other Party such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger Issuer Transactions or other transactions contemplated hereby and to prevent, with respect to any such threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof. (c) No Party shall take any action or fail to take any commercially reasonable action permitted by this Agreement if such action or failure to take action could reasonably be expected to result in any of the conditions to the Closing set forth in ARTICLE IX of this Agreement not being satisfied as of the Closing Date.

Reasonable Efforts; Further Assurances. (a) Parent and the Company shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them. Each Partyof Party and the Company, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement including, without limitation, using their respective reasonable commercially practicable best efforts: (i) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company or its Subsidiaries as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof.

Reasonable Efforts; Further Assurances. (a) Parent Issuer shall, and Xxxxxxx Xxxxx shall cause the Company shall to, use their respective commercially reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VIARTICLE VII, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger Transaction and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, Issuer shall, and Xxxxxxx Xxxxx shall cause the Company and Parent agree to use their respective commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and other transactions contemplated by this Agreement including, without limitation, using their respective commercially reasonable commercially practicable efforts: (i) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company or its Subsidiaries as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent Issuer shall, and Xxxxxxx Xxxxx shall cause the Company shall to, cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger Transaction or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof. (c) Issuer and Xxxxxxx Xxxxx shall not, and Xxxxxxx Xxxxx shall cause the Company not to take any action or fail to take any reasonable action permitted by this Agreement if such action or failure to take action could reasonably be expected to result in any of the conditions to the Closing set forth in ARTICLE VI of this Agreement not being satisfied as of the Closing Date.

Reasonable Efforts; Further Assurances. (a) Parent Issuer shall, and HPC shall use reasonable efforts to cause the Company shall to, use their respective commercially reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VIARTICLE VII, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger Transaction and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, Issuer shall, and HPC shall use reasonable efforts to cause the Company and Parent agree to to, use their respective commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and other transactions contemplated by this Agreement including, without limitation, using their respective commercially reasonable commercially practicable efforts: (i) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company or its Subsidiaries as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent Issuer shall, and HPC shall cause the Company shall to, cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger Transaction or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof.

Reasonable Efforts; Further Assurances. (a) Parent As soon as reasonably practicable after the date hereof, each of Buyer and the Company Sellers shall use their its commercially reasonable best efforts to satisfy or make and shall cause to be satisfied all their Affiliates (including in the case of the conditions precedent that are set forth Sellers, the Companies) to use commercially reasonable efforts to make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required of such party by any Governmental Authority in Article VI, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely connection with the consummation of the Merger and other transactions contemplated by this Agreement, including the notices, filings, consents or approvals set forth on Section 4.3 of the Disclosure Schedules that are required to be made with a Governmental Authority. Subject to restrictions required by Law, Buyer and Sellers shall promptly supply, and shall cause their Affiliates promptly to supply, the others with any information which may be reasonably required in order to make any filings or applications pursuant to this Section 6.3(a). Buyer will pay all fees associated with all filings and submissions referred to in this Section 6.3. (b) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, the Company Sellers, on the one hand, and Parent agree Buyer, on the other hand, agrees to use their respective its commercially reasonable best efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement includingas soon as reasonably possible following the date hereof, without limitation, including using their respective its commercially reasonable commercially practicable effortsefforts to accomplish the following: (i) the causing of all of the conditions set forth in ARTICLE VIII to obtain prior the other Parties’ obligations to consummate the transactions contemplated hereby to be satisfied and to consummate the other transactions contemplated hereby, (ii) the prompt obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the execution or delivery of any additional instruments necessary to carry out fully the purposes of, this Agreement. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all licensessuch necessary actions. The Parties shall not intentionally take any action that would reasonably be expected to have the effect of delaying, certificates, permits, impairing or impeding the receipt of any required consents, approvals, authorizations, qualifications orders and orders of Governmental Authorities and parties to contracts as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereofapprovals.

Reasonable Efforts; Further Assurances. (a) Parent Upon the terms and the Company shall use their reasonable best efforts subject to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VIthis Agreement, as applicable to each of them. Each Party, at the parties hereto will use all commercially reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement includingas expeditiously as practicable and to ensure that the conditions set forth in Article VII are satisfied, without limitationinsofar as such matters are within the control of any of them, using their respective including making the requisite filings pursuant to the HSR Act and other applicable competition Laws. Without limiting the generality of the foregoing, (A) each of the Company and Buyer shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, shall use its commercially reasonable commercially practicable efforts: (i) efforts to obtain prior an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided, however, that notwithstanding anything to the Closing Date all licensescontrary contained in this Agreement, certificates, permits, consents, approvals, authorizations, qualifications and orders Buyer shall not be obligated to sell or dispose of Governmental Authorities and parties to contracts as are necessary for the consummation or hold separately (through a trust or otherwise) any assets or businesses of the transactions contemplated hereby; Buyer or its Affiliates, and (iiB) subject to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent Section 6.2, the Company and the Company Principal Stockholder, on the one hand, and Buyer and Merger Sub, on the other hand, shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents furnish to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such necessary information and reasonable assistance as the other party may reasonably may be requested request in connection with the foregoing; . The filing fee required to be paid pursuant to the HSR Act shall be borne by the Buyer, provided, however that, upon the Closing, one-half of such fee shall be deemed to be a Transaction Expense. (b) In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, each of the parties to this Agreement shall take or cause to be taken all such necessary action, including the execution and (iv) to liftdelivery of such further instruments and documents, rescind as may be reasonably requested by any party hereto for such purposes or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party otherwise to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereofby this Agreement.

Reasonable Efforts; Further Assurances. (a) Parent In addition to the obligations of the parties under Section 6.8, as soon as possible after the date hereof, each of the members of the Selling Group, on the one hand, and Purchaser, on the Company other hand, shall use their its commercially reasonable best efforts to satisfy make, and to cause their Affiliates to use commercially reasonable efforts to make, all filings, notices, petitions, statements, registrations, submissions of information, application or cause to be satisfied all submission of other documents required of such party by any Governmental Bodies in connection with the conditions precedent that are set forth in Article VI, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. Subject to restrictions required by Law, each member of the Selling Group and Purchaser shall promptly supply, and shall cause their Affiliates or owners promptly to supply, the others with any information which may be reasonably required in order to make any filings or applications pursuant to this Section 6.10(a). (b) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the Company members of the Selling Group, on the one hand, and Parent agree to Purchaser, on the other hand, shall use their respective commercially reasonable best efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement includingas soon as possible following the date hereof, without limitation, including using their respective commercially reasonable commercially practicable effortsefforts to accomplish the following: (i) the causing of all of the conditions set forth in ARTICLE VII to obtain prior the other parties’ obligations to consummate the transactions contemplated hereby to be satisfied and to consummate the other transactions contemplated hereby, (ii) the prompt obtaining of all necessary consents, approvals or waivers from third parties (provided, however, in no event shall obtaining any such consent, approval or waivers be required as a condition to Closing hereunder), and (iii) the execution or delivery of any additional instruments necessary to carry out fully the purposes of, this Agreement. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the members of the Selling Group and Purchaser shall use all licensescommercially reasonable efforts to take, certificatesor cause to be taken, permitsall such necessary actions. The parties hereto shall not intentionally take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required consents, approvals, authorizations, qualifications orders and orders of Governmental Authorities and parties to contracts as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereofapprovals.

Reasonable Efforts; Further Assurances. (a) Parent Subject to Section 6.5 and Section 6.6, which shall govern the Company shall use their reasonable best efforts subject matter thereof, prior to satisfy or cause the Closing, upon the terms and subject to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company Parties shall cooperate with each other and Parent agree to shall use their respective commercially reasonable best efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable Law) to consummate the Transactions as promptly as practicable. In addition, no Party shall take any action after the date of this Agreement with the intent of materially delaying the obtaining of, or not obtaining, any Consent from any Governmental Authority necessary to be obtained prior to Closing. (b) At and make effectiveafter the Closing, each of the Parties hereto agrees to use its reasonable efforts to execute and deliver, or cause to be executed and delivered, all documents and to take, or cause to be taken, all actions that may be reasonably requested of it by another Party and are necessary or appropriate, in the most expeditious manner practicablereasonable opinion of counsel for Coventry and Buyer, to effectuate the Merger and other transactions contemplated by provisions of this Agreement includingAgreement. Without limiting the generality of the foregoing, without limitation, using their respective reasonable commercially practicable efforts: (i) Sellers shall, upon reasonable request of Buyer, execute and deliver such instruments of assignment or transfer, and such related notices, as may be or become necessary to obtain prior effectuate or perfect the transfer of any Acquired Asset to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications Buyer or a Subsidiary of Buyer and orders of Governmental Authorities and parties to contracts as are necessary for the consummation of the transactions contemplated hereby; (ii) take reasonable actions necessary to effect cause any telephone numbers that have been made available to customers or clients for use in the conduct of the Business to become available to Buyer or a Subsidiary of Buyer for such use. In addition, in the event it is determined that any Intellectual Property or Technology that has been used primarily in the conduct of the Business in the ordinary course is not owned by an Acquired Entity but such Intellectual Property or Technology is owned by the Coventry Group, the Sellers will take all reasonable actions necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filingsto grant to Buyer a perpetual, includingroyalty-free, without limitationfully paid-up, providing copies of all such documents to the non-filing party and its advisors prior exclusive, worldwide, license to use internally such Intellectual Property or Technology for use in the time conduct of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereofBusiness.

Reasonable Efforts; Further Assurances. (a) Parent Upon the terms and the Company shall use their reasonable best efforts subject to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VIthis Agreement, as applicable to including, without limitation, Section 5.6(b) hereof, each of them. Each Party, at the parties hereto will use all commercially reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement includingas expeditiously as practicable and to ensure that the conditions set forth in Article VI are satisfied, without limitation, using their respective reasonable commercially practicable efforts: (i) to obtain prior to insofar as such matters are within the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders control of Governmental Authorities and parties to contracts as are necessary for the consummation any of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filingsthem, including, without limitation, providing copies of all such documents making the requisite filings pursuant to the non-filing party HSR Act. Without limiting the generality of the foregoing, and its advisors prior subject to Section 5.2, the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall each furnish to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such necessary information and reasonable assistance as the other party may reasonably may be requested request in connection with the foregoing; . (b) In furtherance and not in limitation of the foregoing, each of the parties hereto will use all commercially reasonable efforts to (i) make or cause to be made the applications or filings required to be made by Buyer or the Company or any of their respective Subsidiaries under or with respect to the HSR Act, and to pay any fees due of it in connection with such applications or filings, within ten Business Days after the date hereof, and (ivii) comply as expeditiously as practicable with any request under or with respect to the HSR Act for additional information, documents or other materials received from the Federal Trade Commission or the Department of Justice in connection with such applications or filings or the Merger and the other transactions contemplated by this Agreement. In the event Buyer or its Affiliates enters into an agreement to purchase a competitor of the Company, and such pending transaction results in an objection to the Merger by the Federal Trade Commission or the Department of Justice, (A) the Buyer shall cooperate in good faith with all Governmental Entities and undertake promptly any and all actions required to resolve such objection and lawfully complete the Merger, including proffering and consenting to any and all governmental orders or requirements (including but not limited to court orders) to liftdivest, rescind hold separate or mitigate otherwise take or commit to any action with respect to any assets or lines of business of Buyer or any if its Subsidiaries or of the effects Company or any of its Subsidiaries, provided that in the latter case, any such action may be conditioned upon the consummation of the Merger contemplated in this Agreement, and (B) the entry by any Governmental Entity in any legal proceeding or a governmental order or a court order requiring any of the assets or lines of business of Buyer or Table of Contents any of its Subsidiaries to be divested, held separate, or otherwise be legally or commercially limited thereafter (including the business and assets of the Company and its Subsidiaries) shall not be deemed to be constitute or result in a breach of any injunction, restraining order representation or other ruling by warranties in this Agreement or a Governmental Authority adversely affecting the ability failure of any Party closing condition to be satisfied. Except as described in the immediately preceding sentence, Buyer shall be under no obligation whatsoever to take any action requested by any Governmental Entity in order to consummate the Merger or other transactions contemplated hereby by this Agreement, including, without limitation, making any divestiture of any asset or agreeing to any type of behavioral relief that a Governmental Entity may request. (c) Subject to Section 5.6(b), in case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, each of the parties to this Agreement shall take or cause to be taken all such necessary action, including the execution and delivery of such further instruments and documents, as may be reasonably requested by any party hereto for such purposes or otherwise to complete or perfect the transactions contemplated by this Agreement. (d) The Company shall, to the extent Buyer may reasonably request in connection with any third-party financing Buyer and Merger Sub may seek to obtain in order to fund the transactions contemplated by this Agreement and to preventrefinance the existing indebtedness of the Company, use its commercially reasonable efforts to, and shall cause the Subsidiaries and its and their respective officers, employees and advisors to use their respective commercially reasonable efforts to: (i) cooperate in the preparation of any offering memorandum, private placement memorandum, prospectuses or similar documents, (ii) make senior management of the Company reasonably available for meetings, due diligence sessions and customary “roadshow” presentations, (iii) cooperate with prospective lenders, placement agents, initial purchasers and their respective advisors in performing their due diligence, (iv) enter into customary agreements with underwriters, initial purchasers or placement agents, (v) enter into or help procure pledge and security documents, landlord waivers, other definitive financing documents or other requested certificates or documents, including, without limitation, documents relating to the release of liens in connection with the Company’s existing indebtedness, and (vi) provide reasonable assistance with respect to obtaining a customary certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants, legal opinions and real estate title documentation as may be reasonably requested by Buyer. Notwithstanding the forgoing, nothing in this Agreement shall require the Company Board to take any threatened or such injunction, restraining order or other such ruling, action to approve any third party financing provided in connection with the issuance or entry thereofMerger.

Reasonable Efforts; Further Assurances. (a) Parent Subject to Section 6.6 and Section 6.7, which shall govern the Company shall use their reasonable best efforts subject matter thereof, prior to satisfy or cause the Closing, upon the terms and subject to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to Parties shall use their respective reasonable best efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate the transactions contemplated hereby as promptly as practicable. In addition, no Party shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority necessary to be obtained prior to Closing. (b) At and make effectiveafter the Closing, each of the Parties hereto agrees to use its reasonable efforts to execute and deliver, or cause to be executed and delivered, all documents and to take, or cause to be taken, all actions that may be reasonably necessary or appropriate, in the most expeditious manner practicablereasonable opinion of counsel for Concentra and Coventry, to effectuate the Merger provisions of this Agreement. In furtherance of the foregoing, each Party covenants and other transactions contemplated by agrees that to the extent that, after the Closing, any assets, properties or rights are in its possession or control that, pursuant to the terms of this Agreement includingor any other Transaction Agreement, without should be in the possession or control of any other Party, it shall promptly take all actions that may be reasonably necessary or appropriate to promptly and effectively transfer all such assets, properties or rights to such Person in accordance with the Transaction Agreements. For example (and not by way of limitation), using their respective reasonable commercially practicable efforts: if Concentra or any member of the Concentra Group receives any payment in respect of an Accounts Receivable of the Business after the Closing, Concentra shall promptly remit such payment to Buyer and if Buyer or any member of the CISI Group receives any payment in respect of a receivable of the Retained Business, Buyer shall promptly remit such payment to Concentra. (ic) Buyer covenants and agrees that Buyer shall promptly reimburse Concentra by wire transfer of immediately available funds to obtain prior an account designed in writing by Concentra to Buyer for all such amounts paid by any member of the Concentra Group in respect of an Assumed Liability of the Business from and after the Closing Date all licensespromptly after receipt of a request therefor, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts as are necessary for the consummation together with commercially reasonable supporting documentation of the transactions contemplated hereby; payment thereof. For example (ii) to effect all necessary registrations and filings required not by way of limitation), in the event that Concentra or any Governmental Authority (member of the Concentra Group makes any payment in connection respect of an Accounts Payable of the Business, Buyer shall reimburse Concentra or its designee therefor promptly after receipt of a request therefor, together with which Parent commercially reasonable supporting documentation of the payment thereof. In furtherance and the Company shall cooperate with each other not in connection with the making limitation of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind in the event that customers of the Business xxxx any member of the Concentra Group or mitigate make deductions against any member of the effects of any injunctionConcentra Group’s receivables, restraining order including for promotion programs or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to returns (such as for unused services), in each case, that should have been made against or are applicable to the Business, Concentra shall promptly forward such xxxx or deduction, with commercially reasonable supporting documentation, to Buyer, and Buyer shall promptly pay to Concentra the amount of all valid claims supported by such documentation. (d) Concentra covenants and agrees that Concentra shall promptly reimburse Buyer by wire transfer of immediately available funds to an account designed in writing by Buyer to Concentra for all such amounts paid by Buyer or any threatened member of the CISI Group in respect of an Excluded Liability from and after the Closing promptly after receipt of a request therefor, together with commercially reasonable supporting documentation to Concentra of the payment thereof. For example (and not by way of limitation), in the event that Buyer or any member of the CISI Group makes any retention payment pursuant to Section 1 of the Retention Bonus Agreements, Concentra shall reimburse Buyer or its designee therefor promptly after receipt of a request therefor, together with commercially reasonable supporting documentation of the payment thereof. In furtherance and not in limitation of the foregoing, in the event that customers of the Retained Business xxxx any member of the CISI Group or make deductions against any member of the CISI Group’s receivables, including for promotion programs or with respect to returns (such injunctionas for unused services), restraining order in each case, that should have been made against or are applicable to the Retained Business, Buyer shall promptly forward such xxxx or deduction, with commercially reasonable supporting documentation, to Concentra, which shall promptly pay to Buyer the amount of all valid claims supported by such documentation. (e) No Party hereto shall undertake any action to encourage deductions or returns relating to the other such ruling, the issuance or entry thereofParty’s business.

Reasonable Efforts; Further Assurances. (a) Parent and the Company shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereofherein provided, each of the Company and Parent agree to parties hereto shall use their respective commercially reasonable best efforts to take, or cause to be taken, all action action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement including, without limitation, using their respective Agreement. The Company and Purchaser will use commercially reasonable commercially practicable efforts: (i) efforts to obtain prior to the Closing Date consents of all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. (b) In the event any Action by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and parties use commercially reasonable efforts to contracts as are necessary for defend against such Action and, if a Governmental Order is issued in any such Action, to use commercially reasonable efforts to have such Governmental Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby; . (c) Each party shall give prompt written notice to the other of (i) the occurrence, or failure to occur, of any event which occurrence or failure would cause any representation or warranty of Seller or Purchaser, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing or that will result in the failure to satisfy any of the conditions specified in ARTICLE VII and such written notice shall specify the representation or warranty so breached or condition not satisfied and (ii) any failure of the Company, Seller or Purchaser, as the case may be, to effect perform or comply with any covenant to be performed or complied with by it under this Agreement. (d) Seller shall use commercially reasonable efforts to give all necessary registrations notices to, and filings required by any Governmental Authority (obtain all consents from, all third parties that are described in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof.Section 3.3

Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in an expeditious manner, the Merger and the other transactions contemplated hereby, and the Related Agreements. Each of the Company and Parent shall use its commercially reasonable efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.5(a), 2.5(b) and 3.5(b) and set forth in Sections 2.5(a) and 2.5(b) of the Company Disclosure Schedule and Section 3.5(b) of the Parent Disclosure Schedule) necessary to consummate the transactions contemplated by this Agreement and the Related Agreements, (ii) make all filings required under applicable Law, required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby, including the Merger, (iii) furnish all information required for any application or other filing to be made pursuant to any applicable Foreign Competition Law or any other Law or any applicable Regulations of any Governmental Authority in connection with the transactions contemplated by this Agreement and the Related Agreements, and (iv) obtain the expiration or termination of any applicable waiting period and any required clearances under any applicable Laws; provided, however, that notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates (including, after the Effective Time, the Company and its Subsidiaries) shall be under any obligation to, nor, without Parent’s prior written consent, shall the Company or any Subsidiary, (A) make proposals, execute, agree or consent to or carry out agreements or voluntarily submit to Orders (1) providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or its Subsidiaries, which assets or categories of assets, in the aggregate, would reasonably be deemed as material to the business of either Parent and its Subsidiaries taken as a whole or the Company and its Subsidiaries taken as a whole, or the holding separate of any capital stock of any such Person, or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates to own such assets or to acquire, hold or exercise full rights of ownership of capital stock of the Company or its Subsidiaries, or (2) imposing or seeking to impose (x) any limitation whatsoever on the business activities of Parent or any of its Affiliates (other than the Company and its Subsidiaries) or (y) any limitation on the business activities of the Company or its Subsidiaries which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect Parent or any of Parent’s Affiliates, including its Subsidiaries and the Company and its Subsidiaries or (B) otherwise take any step to avoid or eliminate any impediment which may be asserted or requested under any Law. Neither party hereto will knowingly take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect. (b) In connection with any of the filings or efforts listed in clauses (i) through (iv) of Section 4.7(a), Parent and the Company will reasonably cooperate with each other, including furnishing each other any information reasonably requested by the other, providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each party shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party and its advisors to review in advance any proposed communication to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry regarding this Agreement, the Related Agreements or the transactions contemplated hereby or thereby unless such party consults with the other parties in advance, except where it is not feasible or reasonably practicable to do so. To the extent permitted by such Governmental Authority, each party agrees to give the other party the opportunity to attend and participate at any such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will provide each other with copies of all correspondence, filings and communications between them or any of their representatives or advisors, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, the Related Agreements, or the transactions contemplated hereby or thereby. (c) The parties hereto shall use their commercially reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VIV, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be consummated. Each Partyparty hereto, at the reasonable request of the otheranother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement including, without limitation, using their respective reasonable commercially practicable efforts: (i) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof.

Reasonable Efforts; Further Assurances. (a) Parent and the Company shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VIVII, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement including, without limitation, using their respective reasonable commercially practicable efforts: (i) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company or its Subsidiaries as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof.

Reasonable Efforts; Further Assurances. (a) Parent Upon the terms and subject to the conditions set forth in this Agreement, each of UMC, the Company and Best Elite shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in an expeditious manner, the Merger and the other transactions contemplated hereby. Each of the UMC, the Company and Best Elite shall use its commercially reasonable efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.5(a), 2.5(b) and 3.5(b) and set forth in Sections 2.5(a) and 2.5(b) of the Company Disclosure Schedule and Section 3.5(b) of the UMC Disclosure Schedule) necessary to consummate the transactions contemplated by this Agreement, (ii) make all filings required under applicable Law, required in connection with the authorization, execution and delivery of this Agreement by the Company, Best Elite and UMC and the consummation by them of the transactions contemplated hereby, including the Merger and filing of applications with Governmental Authorities by the holders of Best Elite Ordinary Shares, Series A-1 Preferred, Series B Preferred and Series B-1 Preferred in connection with their receipt of their respective considerations to be funded from the Merger Consideration, (iii) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, and (iv) obtain the expiration or termination of any applicable waiting period and any required clearances under any applicable Laws; provided, however, that notwithstanding anything herein to the contrary, neither UMC nor any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Subsidiaries) shall be under any obligation to, nor, without UMC’s prior written consent, shall Best Elite, the Company or any of their respective Subsidiaries, (A) make proposals, execute, agree or consent to or carry out agreements or voluntarily submit to Orders (1) providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of UMC, any of its Affiliates, including its Subsidiaries, the Company or its Subsidiaries, which assets or categories of assets, in the aggregate, would reasonably be deemed as material to the business of either UMC and its Subsidiaries taken as a whole or the Company and its Subsidiaries taken as a whole, or the holding separate of any capital share of any such Person, or imposing or seeking to impose any limitation on the ability of UMC or any of its Affiliates to own such assets or to acquire, hold or exercise full rights of ownership of capital share of the Company or its Subsidiaries, or (2) imposing or seeking to impose (x) any limitation whatsoever on the business activities of UMC or any of its Affiliates (other than the Company and its Subsidiaries) or (y) any limitation on the business activities of the Company or its Subsidiaries which, in the reasonable judgment of UMC, might result in a limitation of the benefit expected to be derived by UMC as a result of the transactions contemplated hereby or might adversely affect UMC or any of UMC’s Affiliates, including its Subsidiaries and the Company and its Subsidiaries or (B) otherwise take any step to avoid or eliminate any impediment which may be asserted or requested under any Law. No party hereto will knowingly take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect. (b) In connection with any of the filings (including amendments and supplements thereto) or efforts listed in clauses (i) through (iv) of Section 4.8(a), UMC, the Company and Best Elite will reasonably cooperate with each other, including furnishing each other any information reasonably requested by the other, providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith; provided that notwithstanding anything to the contrary herein, UMC shall not be required to furnish any information or provide any documents that are not in UMC’s filings with the TSEC. The Company and Best Elite shall promptly notify UMC of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit UMC and its advisors to review in advance any proposed communication to any Governmental Authority. The Company and Best Elite agree not to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry regarding this Agreement or the transactions contemplated hereby unless the Company or Best Elite consults with UMC in advance. To the extent permitted by such Governmental Authority, the Company and Best Elite agree to give UMC the opportunity to attend and participate at any such meeting. The Company and Best Elite will provide UMC with copies of all correspondence, filings and communications between it or any of its representatives or advisors, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement or the transactions contemplated hereby. (c) In connection with a filing (including amendments and supplements thereto) with the Investment Commission and with the Fair Trade Commission of the ROC with respect to the ROC Approvals that is jointly made by UMC and the Company or Best Elite, to the extent permitted by such Governmental Authority, UMC and the Company or Best Elite each agrees to (i) give the other the opportunity to attend and participate at any meeting relating to such joint filing and (ii) provide the other with copies of all correspondence, filings and communications between it or any of its representatives or advisors, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to such filing; provided, however, nothing in this Section 4.8(c) shall be applicable to any filing with the Investment Commission with respect to UMC’s investment in the People’s Republic of China. (d) The parties hereto shall use their commercially reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VIV, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be consummated. Each Partyparty hereto, at the reasonable request of the otheranother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement including, without limitation, using their respective reasonable commercially practicable efforts: (i) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof.

Reasonable Efforts; Further Assurances. (a) Parent Subject to Section 6.13 which shall govern the subject matter thereof and except as otherwise expressly set forth herein, prior to the Closing, upon the terms and subject to the conditions set forth in this Agreement, Buyer, the Sellers and the Company shall use their commercially reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any Applicable Laws) to consummate the transactions contemplated hereby as promptly as practicable. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any Consent from any Governmental Entity necessary to be obtained prior to Closing. (b) At and make effectiveafter the Closing, the officers and directors of the Company will be authorized to execute and deliver, in the most expeditious manner practicablename and on behalf of the Company, any deeds, bills of sale, assignment or assurances and to take and do, in the Merger name and on behalf of the Company, any other transactions contemplated actions and things to vest, perfect or confirm of record or otherwise in the Company any and all right, title and interest in, to and under any of the rights, properties or Assets of the Company acquired or to be acquired by this Agreement includingthe Company as a result of, without limitationor in connection with, using their respective reasonable commercially practicable efforts: (i) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts as are necessary for the consummation of the transactions contemplated hereby; . (iic) Prior to effect all necessary registrations and filings required the Closing or the earlier termination of this Agreement, no Equity Seller shall voluntarily transfer or assign any shares of Common Stock owned of record by any Governmental Authority such Equity Seller. (in connection with which Parent and d) Prior to the Closing or the earlier termination of this Agreement, neither the Company nor any Equity Seller shall cooperate with each other exercise any claims, rights or remedies which the Company or such Equity Seller, as applicable, has or may have under or in connection with the making Shareholders’ Agreement, whether in relation to past, present or future circumstances, and regardless of all whether it presently knows or could know of the grounds or legal basis for any such registrations and filingsclaim or right, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing andany claims, if requested, will accept all reasonable additions, deletions rights or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested remedies arising under or in connection with this Agreement and the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereofhereby.

Reasonable Efforts; Further Assurances. (a) Parent Subject to Section 7.12 which shall govern the subject matter thereof, prior to the Closing, upon the terms and subject to the conditions set forth in this Agreement, Parent, Buyer, Finance Sub and the Company shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all action actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to consummate and make effective, in the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement including, without limitation, using their respective reasonable commercially practicable efforts: (iany Applicable Laws) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger or and make effective the Merger and the other transactions contemplated hereby as promptly as practicable. In addition, no Party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any Consent from any Governmental Entity necessary to be obtained prior to Closing. (b) At and after the Effective Time, the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company, Buyer and Finance Sub, any deeds, bills of sale, assignment or assurances and to preventtake and do, with respect in the name and on behalf of the Company, Buyer or Finance Sub, any other actions and things to vest, prefect or confirm of record or otherwise in the Surviving Corporation any threatened and all right, title and interest in, to and under any of the rights, properties or such injunctionassets of the Company acquired or to be acquired by the Surviving Corporation as a result of, restraining order or other such rulingin connection with, the issuance or entry thereofMerger. (c) The Company shall use its reasonable best efforts to make available to Parent as promptly as practicable following the date hereof copies of the audited consolidated balance sheets of PFGI as of December 31, 2006 and the audited consolidated statements of operations, cash flows and shareholder’s equity of PFGI for the fiscal year ended December 31, 2006 (including the notes thereto) (collectively, “2006 Audited Statements”), accompanied by the report thereon of PricewaterhouseCoopers LLP, independent registered public accounting firm. (d) The Company shall use its reasonable best efforts to prepare and deliver to Parent as promptly as practicable following the date hereof copies of the audited consolidated balance sheets of the Company as of December 26, 2004, December 25, 2005 and December 31, 2006 and the audited consolidated statements of operations, cash flows and shareholder’s equity of the Company for the fiscal years ended December 26, 2004, December 25, 2005 and December 31, 2006, and for each of the interim periods from August 1, 2004 to December 26, 2004 and November 25, 2003 to July 31, 2004 (including, in each case, the notes thereto), in each case accompanied by the report thereon of PricewaterhouseCoopers LLP, independent registered public accounting firm (such financial statements, the “Holding Corp. Financial Statements”).

Reasonable Efforts; Further Assurances. (a) Parent and the Company The Parties shall use their commercially reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger Transaction and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent Parties agree to use their respective commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and other transactions contemplated by this Agreement including, without limitation, using their respective commercially reasonable commercially practicable efforts: (i) to obtain prior to the Closing Date all licenses, certificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts as are necessary for the consummation of the transactions contemplated hereby; (ii) to effect all necessary registrations and filings required by any Governmental Authority (in connection with which Parent and the Company Parties shall cooperate with each other in connection with the making of all such registrations and filings, including, without limitation, providing copies of all such documents to the non-filing party and its advisors prior to the time of such filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (iii) to furnish to each other such information and assistance as reasonably may be requested in connection with the foregoing; and (iv) to lift, rescind or mitigate the effects of any injunction, restraining order or other ruling by a Governmental Authority adversely affecting the ability of any Party to consummate the Merger Transaction or other transactions contemplated hereby and to prevent, with respect to any threatened or such injunction, restraining order or other such ruling, the issuance or entry thereof.