Common use of Reasonable Efforts Clause in Contracts

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Parent and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties hereto Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use its commercially their reasonable best efforts to take, or (A) cause the expiration of the notice periods under the HSR Act and any other Laws with respect to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish hereby as promptly as is reasonably practicable after the following: (i) the taking execution of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (ivB) the defending of any suitsresolve such objections, claimsif any, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered as may be asserted by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary with respect to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on hereby and (C) undertake any reasonable actions required to lawfully complete the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Merger and the transactions contemplated hereby. Notwithstanding anything Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the contrary in this Agreementforegoing, nothing in this Agreement provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be deemed required to require Purchaser and take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or any subsidiary otherwise), business, assets, liabilities or affiliate thereof to agree to any divestiture by itself results of operations of either Parent (or any of its affiliates subsidiaries), the Company (or any of shares of capital stock or of any business, assets or property, its subsidiaries) or the imposition of Surviving Corporation, taken individually or in the aggregate, (any material limitation such action, a “Burdensome Condition”) or (y) is not conditioned on the ability consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any of them to conduct their businesses objection, action or to own or exercise control of such assets, properties and stockproceeding by any Governmental Entity.

Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Sections 5.1, 5.2 and 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals waivers and approvals, in a form and substance reasonably acceptable to Inovio, of any parties to any Contract of VGX or waivers from third parties which may be any of its Subsidiaries listed on Schedule 5.9(d)(iii) as are required or desirable as a result of, or thereunder in connection with, with the transactions contemplated by this Agreement, Merger; (iv) the obtaining of all necessary consents, waivers and approvals, in a form and substance reasonably acceptable to VGX, of any parties to any Contract of Inovio or any of its Subsidiaries listed on Schedule 5.9(d)(iv) as are required thereunder in connection with the Merger; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, administrative (including actions by a private party) challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto Party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Transaction Documents. (b) Seller and Purchaser will cooperate and, includingSeller shall, without limitationand shall cause the Target Entities to, using use their respective reasonable best efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps obtain as may be necessary to avoid promptly as practicable any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or and waivers required from third parties which may be required or desirable as a result of, or persons pursuant to any Contracts in connection with, with the consummation of the transactions contemplated by this Agreement. With respect to any Contract for which any consent has not been obtained prior to the Closing, in the event that the Closing occurs, Seller shall continue to use reasonable best efforts to obtain any such consent after the Closing until either such consent has been obtained or Seller and Purchaser mutually agree, in good faith, that such consent cannot reasonably be obtained. Nothing in this Section 5.3(b) shall require Purchaser to expend any material sum, make a material financial commitment or grant or agree to any material concession to any third Person to obtain any such consent, approval or waiver. (c) Each party shall, (ivi) within two (2) Business Days of the defending date hereof, make, or cause to be made, all filings and submissions (including those (A) under the HSR Act and (B) related to the approval required by the Turks & Caicos Islands Financial Services Commission with respect to changes of shareholders, directors and officers of FIC) required under any Law applicable to such party or any of its Affiliates, and give such reasonable undertakings as may be required in connection therewith, including a request for early termination of any suitsapplicable waiting period, claimsrequest early termination of the waiting period; and (ii) as promptly as practicable, actionsuse reasonable best efforts to obtain, investigations or proceedingscause to be obtained, whether judicial all consents, authorizations and approvals from all Governmental Authorities necessary to be obtained by such party or administrativeany of its Affiliates, challenging in each case in connection with this Agreement or the Transaction Documents or the consummation of the transactions contemplated herebyhereby or thereby, provided that (A) Seller and his Affiliates shall not give any undertakings, make any commitments or enter into any agreements that would be binding upon Purchaser or any of its Affiliates, including, after the Closing, the Target Entities, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each prior written consent of Purchaser and the Company and (B) neither Purchaser nor any of its respective Board Affiliates shall be required to take any action that involves divestiture of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement an existing business of Purchaser or any of his Affiliates, including, after the Closing, the Target Entities, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger Agreement and the other Transaction Documents. (d) Promptly following (and in any event, within two (2) Business Days of the date hereof), Seller shall notify the Arizona Department of Insurance (the “ADI”) of the transactions contemplated by this Agreement may and that the licensing application of SAC Insurance with the ADI will therefore be consummated as promptly as practicable on amended. Following the terms contemplated by this Agreement Closing, Seller and otherwise Purchaser shall cooperate to minimize the effect amend such licensing application to reflect Purchaser’s ownership of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockSAC Insurance.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the Offer Conditions and the conditions precedent set forth in this Agreement Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or in connection with, the transactions contemplated by this Agreementincluding all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation other Legal Requirement is or becomes applicable to the Offer, the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to render inapplicable or minimize the effect of such takeover statute or regulation other Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties hereto shall to this Agreement will use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Article VI are satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of obtaining all reasonable necessary actions necessary to cause the conditions precedent set forth in this Agreement to be satisfiedor non-actions, waivers, consents and approvals from any Governmental Entity, (ii) if applicable, making, as promptly as practicable, an appropriate filing with the obtaining United States Federal Trade Commission (the “FTC”) and the Antitrust Division of all necessary actions or nonactionsthe United States Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, waiversas applicable, consents, approvals, orders and authorizations from Governmental Authoritywhich filings shall specifically request early termination of the waiting period prescribed by the HSR Act, and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityHSR Act, (iii) the making, as promptly as practicable, appropriate filings under any Foreign Merger Control Law, if required, (iv) obtaining of all necessary consents, approvals or waivers from from, or taking other actions with respect to, third parties which may necessary or advisable to be required obtained or desirable as a result of, or taken in connection with, with the transactions contemplated by this AgreementAgreement (provided, however, in no event shall obtaining such consents, approvals or waivers be required as a condition to Closing hereunder), (ivv) the defending subject to first having used its commercially reasonable efforts to negotiate a reasonable resolution of any suitsobjections underlying such lawsuits or other legal proceedings, claims, actions, investigations defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (vi) promptly obtaining (including drawing down) the Financing and/or any alternative financing, and (vvii) the execution or delivery of executing and delivering any additional certificates, instruments and other documents necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In connection with . (b) Parent and without limiting the foregoing, each of Purchaser Merger Sub and the Company will cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to this Section 5.8, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its respective Board advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to or received from any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, (y) as necessary to address good faith legal privilege or confidentiality concerns and (z) as necessary to comply with applicable Law. Neither Parent and Merger Sub nor the Company shall consent to any voluntary extension of Directors shall, if any state takeover statute statutory deadline or similar statute waiting period or regulation is or becomes applicable to any voluntary delay of the Merger, consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned). (c) Each of Parent and Merger Sub and the Company will promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division, or any Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent and Merger Sub or the Company (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Person that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with the FTC, the Antitrust Division, or any Governmental Entity in connection with the transactions contemplated by this Agreement unless, except where prohibited by Law, it so consults with the other party in advance and, to the extent not prohibited by the FTC, the Antitrust Division, or such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division, or any Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use all its commercially reasonable efforts (i) to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition, premerger notification, trade regulation or merger control Law, including (subject to first having used commercially reasonable efforts to ensure negotiate a resolution to any such objections) contesting and resisting any action or proceeding, and (ii) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and or the other transactions contemplated by this Agreement may be consummated and to have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as promptly as practicable on to permit consummation of the terms transactions contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or contrary, neither Parent nor any of its affiliates shall be under any obligation to effect an Action of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockDivestiture.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the followingbut not limited to: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrationsapplications, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act, state takeover statutes and Gaming Laws), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger or this Agreement vacated or reversed, (iv) taking any and all actions necessary to satisfy all of the conditions applicable to such party as set forth in Article VI of this Agreement, and (v) the execution or delivery of executing and delivering any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing, each . (b) Each of Purchaser and the Company and its respective Board of Directors shallCrescent shall use all reasonable efforts not to take any action that, if in any state takeover statute or similar statute or regulation is or becomes applicable such case, might reasonably be expected to the Merger, this Agreement or (i) cause any of the transactions contemplated representations or warranties made by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by it in this Agreement may that is qualified as to materiality to be consummated as promptly as practicable on untrue, (ii) cause any of the terms contemplated representations or warranties made by it contained in this Agreement and otherwise that is not so qualified to minimize the effect be untrue in any material respect, (iii) result in a breach of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary any covenant made by it in this Agreement, nothing (iv) result directly or indirectly in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock the conditions to the Merger set forth in Article VI not being satisfied or of any business, assets or property, or the imposition of any material limitation on (v) impair the ability of any the parties to consummate the Merger at the earliest practicable time (regardless of them whether such action would otherwise be permitted or not prohibited hereunder). (c) The Company shall use its reasonable best efforts to conduct their businesses or restructure its existing leases prior to own or exercise control the Effective Time so that the terms thereof shall conform to the provisions of such assets, properties and stockSection 22.3 of the Master Lease Agreement (as hereinafter defined).

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of the parties hereto shall Company, Parent and Merger Sub agree to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any party hereto may reasonably request in order to cause any of the conditions to any other party's obligation to consummate such transactions specified in Article VII and Annex A to be fully satisfied, and to promptly cooperate with and furnish information to each other in connection with any requirements imposed upon any of them with respect thereto. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing of any documents with the Commission contemplated hereby (including any necessary amendments or supplements); (ii) using commercially reasonable efforts to obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person required to be obtained or made by Parent, Merger Sub, the Company or any of their Subsidiaries in connection with the Offer, the Merger or the taking of any action contemplated thereby or by this Agreement, ; (iii) filing all pre-merger notification and report forms required under the Hart-▇▇▇▇▇ ▇▇▇ and responding to any requests for additional information made by any Governmental Entity pursuant to the Hart-▇▇▇▇▇ ▇▇▇; (iv) the defending using commercially reasonable efforts to lift any Injunction of any suitstype referred to in Section 7.1(c); (v) providing all such information about such party, claimsits Subsidiaries and its officers, actionsdirectors, investigations partners and Affiliates and making all applications and filings as may be necessary or proceedingsreasonably requested in connection with any of the foregoing; and (vi) in general, whether judicial or administrative, challenging this Agreement or the consummation of using commercially reasonable efforts to consummate and make effective the transactions contemplated herebythereby; provided, includinghowever, without limitationthat in making any such filing and in order to obtain any consent, seeking to have any stay or temporary restraining order entered by any court approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in this sentence, (A) no party shall be required to pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, any of its assets or to agree to any of the foregoing or any other condition or requirement that is materially adverse or burdensome; (B) Parent shall not be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or restriction of the type referred to in paragraphs (a), (b) or (c) of Annex A; and (C) without Parent's prior consent, the Company shall not, and shall not permit any of its Subsidiaries to, amend any material License or material Contract, pay any consideration or make any agreement or reach any understanding or arrangement other than in the ordinary course of business consistent with prior practice. Prior to making any application to or filing with any Governmental Entity vacated or reversedother Person in connection with this Agreement, each party shall provide the other party with drafts thereof and (v) afford the execution other party a reasonable opportunity to comment on such drafts. In case at any time after the Effective Time any further action is necessary or delivery of any additional certificates, instruments and other documents necessary desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, the proper officers and directors of each party to this Agreement then in office shall use all commercially their reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of take all such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockaction.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto shall Parties shall: (i) promptly make their respective filings and thereafter make any other required submissions under all applicable laws with respect to the Merger and the other transactions contemplated hereby; and (ii) use its commercially their reasonable best efforts to taketake promptly, or cause to be taken, all actions, other actions and to do, or cause to be done, and to assist and cooperate with the all other parties hereto in doing, all things necessary, proper or advisable appropriate to consummate and make effectiveeffective the transactions contemplated by this Agreement as soon as practicable. (b) Parent and the Company shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents, including approvals or consents of any governmental authority (whether domestic, foreign or supranational). In that regard, each party shall without limitation: (i) promptly notify the other of, and if in writing, furnish the other with the copies of (or, in the most expeditious manner practicablecase of material oral communications, advise the other orally of) any communications from or with any governmental authority (whether domestic, foreign of supranational) with respect to the Merger and or any of the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) permit the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders other to review and authorizations from Governmental Authoritydiscuss in advance, and consider in good faith the making views of all necessary registrationsthe other in connection with, declarations and filings any proposed written (including registrations, declarations and filings or any material proposed oral) communication with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authoritysuch governmental authority, (iii) not participate in any meeting with any such governmental authority unless it consults with the obtaining other in advance and to the extent permitted by such governmental authority gives the other the opportunity to attend and participate thereat, and (iv) furnish the other with copies of all necessary consentscorrespondence, approvals filings and communications (and memoranda setting forth the substance thereof) between it and any such governmental authority with respect to this Agreement and the Merger. (c) Each of the Company and Parent shall promptly notify the other party of: (i) any notice or waivers other communication from third parties which any Person alleging that the consent of such Person is or may be required or desirable as a result of, or in connection withwith the transactions contemplated by this Agreement if the failure of the Company or Parent, as the case may be, to obtain such consent would be material to the Company or Parent as applicable; and (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, . (ivd) The Company and Parent shall promptly notify the defending other party of any actions, suits, claims, actions, investigations or proceedingsproceedings commenced or, whether judicial to its Knowledge, threatened against, relating to or administrative, challenging this Agreement involving or otherwise affecting such party or any of its Subsidiaries which relate to the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), including under the HSR Act) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreement or the consummation of the transactions contemplated herebyby this Agreement or the Stockholder Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholder Agreement. ; provided, however, that Parent will not be required to agree to, or proffer to, (i) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent's, the Company's or any of their respective affiliates' businesses or (ii) cease to conduct business or operations in any jurisdiction in which Parent, the Company or any of their respective subsidiaries conducts business or operations as of the date of this Agreement. (b) In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Stockholder Agreement or any of the other transactions contemplated by this Agreement or the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, use the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Agreement, take all commercially reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, Merger and the other transactions contemplated by this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Stockholder Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate obtain the adoption of this Agreement and make effectivethe approval of the Governance Provisions by the stockholders of the Company as contemplated by Sections 4.1(a), in the most expeditious manner practicable4.1(b) and 4.2(a) hereof and to consummate, as soon as practicable following such approval, the Merger and the other transactions contemplated by this Agreement and the Distribution Agreement, including, without limitation, using reasonable efforts but not limited to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (iia) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act), (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Distribution Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable respect to the Merger, this Agreement or the Distribution Agreement vacated or reversed, (d) the execution and delivery of any of additional instruments necessary to consummate the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything Distribution Agreement and (e) causing all conditions to the contrary parties' obligations to consummate (i) the Merger set forth in this AgreementArticle 4 hereof and (ii) the Distribution set forth in Section 2.1(b) of the Distribution Agreement to be satisfied. The Company and UNITRIN, nothing in this Agreement upon the other's request, shall be deemed provide all such information reasonably necessary to require Purchaser accomplish the foregoing concerning the party's business and affairs to the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockother party.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall Parent and Seller agrees to use its commercially 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 hereto in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger Sale and the other transactions contemplated by this Agreementthe Transaction Documents, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Purchaser and Parent shall, with Seller's good faith, cooperation and assistance (i) obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities or other Persons, and make all necessary registrations and filings and take all reasonable steps as may be necessary or desirable to obtain an approval, waiver or exemption from any Governmental Entity or other Person and (ii) obtain all necessary consents, approvals, waivers or exemption from non-governmental third parties. In connection with and without limiting the foregoingaddition, each of Parent, Purchaser and Seller agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerSale, this Agreement or any of the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Closing, any further action is necessary or desirable to carry out the purpose of this Agreement, use the proper officers and directors of Seller, Parent and Purchaser shall take all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stocknecessary action.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties party hereto shall will use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable after the date hereof, including, without limitation, using reasonable efforts to accomplish the following: including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable (A) all Necessary Consents and (B) all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the taking Merger or any of all reasonable actions necessary to cause the conditions precedent set forth in other transactions contemplated by this Agreement (other than such consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances, the failure of which to be satisfiedobtain would not have a Material Adverse Effect on the Company or Buyer, as the case may be) (collectively, the "REQUIRED APPROVALS") and (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suitobtain all such Necessary Consents and the Required Approvals , claim, action, investigation or proceeding by any Governmental Authority, and (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; provided, and (v) however, that notwithstanding anything to the execution contrary contained in this Section 6.3 or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, elsewhere in this Agreement, neither Buyer or the Company shall be required to take any action or do any thing if the Board of Directors of Buyer or the Board of Directors of the Company, respectively, determines in good faith, after consultation with outside counsel, that the taking of such action or the doing of such thing would be inconsistent with its fiduciary duties to Buyer's or the Company's stockholders, respectively, under applicable law. In connection with furtherance and without limiting not in limitation of the foregoing, each of Purchaser Buyer and the Company agrees (i) to make, as promptly as practicable, (A) an appropriate filing of a Notification and its respective Board of Directors shallReport Form pursuant to the HSR Act with respect to the transactions contemplated hereby, if any state takeover statute or similar statute or regulation such filing of a notification and report form is or becomes applicable required by the HSR Act, and (B) all other necessary filings with other Governmental Entities relating to the Merger, this Agreement and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such Governmental Entities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act, if applicable, and the receipt of Required Approvals under such other laws or from such Governmental Entities as soon as practicable and (ii) not to extend any of waiting period under the HSR Act, if applicable, or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that except with the Merger and prior written consent of the other transactions contemplated by this Agreement may parties hereto (which consent shall not be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute unreasonably withheld or regulation on the Merger, this Agreement and the transactions contemplated herebydelayed). Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement neither Buyer nor the Company nor any of their respective Subsidiaries shall be deemed required to require Purchaser hold separate (including by trust or otherwise) or to divest or agree to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Buyer (assuming the Merger has been consummated) or to substantially impair the benefits to Buyer, as of the date hereof, to be realized from consummation of the Merger, and neither Buyer or the Company or any subsidiary or affiliate thereof shall be required to agree to or effect any divestiture by itself divestiture, hold separate any business or take any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation other action that is not conditional on the ability consummation of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockthe Merger.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties hereto shall use its commercially all reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties hereto 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 Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, to effect all necessary registrations, filings and submissions (ivincluding, but not limited to, (i) filings under the defending HSR Act and any other submissions requested by the Federal Trade Commission or Department of Justice and (ii) such filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any suitsforeign country in which the Company or any of its subsidiaries conducts any business or owns any assets) and to lift any injunction or other legal bar to the Merger (and, claimsin such case, actionsto proceed with the Merger as expeditiously as possible, investigations or proceedings, whether judicial or administrative, challenging this Agreement or subject to the consummation other terms and conditions hereof). (b) Each of the parties hereto will keep the other party apprised of the status of matters relating to the completion of the transactions contemplated hereby, including, without limitation, seeking . Subject to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) applicable laws relating to the execution or delivery exchange of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoinginformation, each of Purchaser and the Company and its respective Board of Directors shallParent shall have the right to review in advance, if any state takeover statute or similar statute or regulation is or becomes applicable and will consult with the other with respect to, all information relating to the Mergerother party and each of their respective subsidiaries, this Agreement which appears in any waivers, consents, approvals, orders, registrations, filings, submissions or declarations made with or written materials submitted to any of third party or government entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, use all commercially reasonable efforts each of the parties hereto agrees to ensure that the Merger act reasonably and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on practicable. (c) Notwithstanding the terms contemplated by foregoing, the Company shall not be obligated to use its reasonable efforts or take any action pursuant to this Agreement and otherwise to minimize Section 6.3 if in the effect opinion of the Board of Directors after consultation with its counsel such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything actions would be inconsistent with its fiduciary duties to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockCompany's stockholders under applicable law.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this AgreementRegulatory Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company Occam and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using reasonable efforts to accomplish the following: (ia) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement to Closing to be satisfiedsatisfied as promptly as practicable, (iib) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Authority, (iiic) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vd) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoingfirst sentence of this Section 6.03, each of Purchaser and the Company and its respective Board of Directors shall, if any and Parent and its Board of Directors shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger, this Agreement Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, use take all commercially reasonable efforts action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing the Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Purchaser and Parent to (A) agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent or any of its Subsidiaries or, assuming the consummation of the Merger, the Company or any subsidiary of its Subsidiaries, (B) not compete in any geographic area or affiliate thereof to agree to any divestiture by itself line of business or (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Entity or any of its affiliates their respective Affiliates may carry on business in any part of shares of capital stock or of any businessthe world, assets or propertywhich, or in the imposition of any material limitation on the ability case of any of them clauses (A) through (C) above, would reasonably be likely to conduct their businesses have a Parent Material Adverse Effect, a Company Material Adverse Effect or materially impair the long-term benefits sought to own or exercise control of such assets, properties and stockbe derived from the Merger.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Sale and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: Seller Voting Agreement and the Shareholders' Agreements including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (iia) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if anyincluding those referred to in Sections 3.5(c) and 4.4(c), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Seller Voting Agreement or the Shareholders' Agreements or the consummation of any of the transactions contemplated herebyby this Agreement, includingthe Seller Voting Agreement or the Shareholders' Agreements, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (vd) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting , the foregoing, each of Purchaser Seller Voting Agreement and the Company Shareholders' Agreements; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely to be materially burdensome to such party and its respective Board of Directors shall, if any state takeover statute Subsidiaries taken as a whole or similar statute to impact in a materially adverse manner the economic or regulation is or becomes applicable to the Merger, this Agreement or any business benefits of the transactions contemplated by this Agreement, use all commercially reasonable efforts Agreement so as to ensure that render inadvisable the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect consummation of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stocktransactions.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties hereto shall use its commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Legal Requirements to consummate and make effectiveeffective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the most expeditious manner practicable, transactions contemplated by this Agreement for the Merger and purpose of securing to the other transactions parties hereto the benefits contemplated by this Agreement, including, without 39 limitation, using reasonable efforts to accomplish the following: (ia) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Section 6.3 to be satisfied, satisfied (ii) the other than obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated are governed by this AgreementSection 5.7), (ivb) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, reversed and (vc) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable Subject to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger terms and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary conditions provided in this Agreement, nothing in this Agreement shall be deemed to require Purchaser each of Parent, Sub and the Company will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and will promptly cooperate with and furnish information to any other party hereto in connection with any such requirements imposed upon such other party in connection with the Merger. Each party will take all reasonable actions to obtain (and will cooperate with the other parties in obtaining) any consent, authorization, order or approval of or any subsidiary registration, declaration or affiliate thereof filing with, or an exemption by, any Governmental Authority required to be obtained or made by such party or its subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement; provided, however, that no party shall be required to agree to any divestiture by itself Parent or the Company or any of its Parent's subsidiaries or affiliates of shares of capital stock or of any business, assets Assets or property, Property of Parent or its subsidiaries or affiliates or of the Company or its affiliates or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 4.2 and Section 5.2 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedNecessary Consents, and (viv) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject (a) Prior to the conditions set forth in this AgreementTermination Date, each of the parties hereto Principal Shareholder shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement and this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations any necessary filings under the HSR Act relating to the acquisition of the Company or relating to the acquisition of Parent Common Stock in the Merger and all other necessary filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or this Agreement or the consummation of any of the transactions contemplated herebyby the Merger Agreement and this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Merger Agreement and this Agreement. In connection with and without limiting . (b) On or prior to the foregoingClosing Date, each of Purchaser Shareholder shall execute and deliver to Parent the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable Investors' Agreement in the form attached as Exhibit C-1 to the Merger, this Agreement or any of the transactions contemplated by this Merger Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties hereto shall to this Agreement will use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Article VI and Annex A are satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of obtaining all reasonable necessary actions necessary to cause the conditions precedent set forth in this Agreement to be satisfiedor non-actions, waivers, consents and approvals from any Governmental Entity, (ii) if applicable, making, as promptly as practicable, an appropriate filing with the obtaining United States Federal Trade Commission (the “FTC”) and the Antitrust Division of all necessary actions or nonactionsthe United States Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, waiversas applicable, consents, approvals, orders and authorizations from Governmental Authoritywhich filings shall specifically request early termination of the waiting period prescribed by the HSR Act, and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityHSR Act, (iii) the making, as promptly as practicable, appropriate filings under any Foreign Merger Control Law, if required, (iv) obtaining of all necessary consents, approvals or waivers from from, or taking other actions with respect to, third parties which may necessary or advisable to be required obtained or desirable as a result of, or taken in connection with, with the transactions contemplated by this AgreementAgreement (provided, however, in no event shall obtaining such consents, approvals or waivers be required as a condition to consummating the Offer or Closing hereunder), (ivv) the defending subject to first having used its commercially reasonable efforts to negotiate a reasonable resolution of any suitsobjections underlying such lawsuits or other legal proceedings, claims, actions, investigations defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vvi) the execution or delivery of executing and delivering any additional certificates, instruments and other documents necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In connection with . (b) Parent and without limiting the foregoing, each of Purchaser Merger Sub and the Company will cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to this Section 5.8, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its respective Board advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to or received from any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, (y) as necessary to address good faith legal privilege or confidentiality concerns and (z) as necessary to comply with applicable Law. Neither Parent and Merger Sub nor the Company shall consent to any voluntary extension of Directors shall, if any state takeover statute statutory deadline or similar statute waiting period or regulation is or becomes applicable to any voluntary delay of the Merger, consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned). (c) Each of Parent and Merger Sub and the Company will promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division, or any Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent and Merger Sub or the Company (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Person that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with the FTC, the Antitrust Division, or any Governmental Entity in connection with the transactions contemplated by this Agreement unless, except where prohibited by Law, it so consults with the other party in advance and, to the extent not prohibited by the FTC, the Antitrust Division, or such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division, or any Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use all its commercially reasonable efforts (i) to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition, premerger notification, trade regulation or merger control Law, including (subject to first having used commercially reasonable efforts to ensure negotiate a resolution to any such objections) contesting and resisting any action or proceeding, and (ii) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and or the other transactions contemplated by this Agreement may be consummated and to have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as promptly as practicable on to permit consummation of the terms transactions contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties hereto shall use its commercially all reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties hereto 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 Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to the Merger (ivand, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company, if necessary. (b) Notwithstanding the defending foregoing, the Company shall not be obligated to use its reasonable efforts or take any action pursuant to this Section 7.4 if, in the opinion of the Board after consultation with its counsel, such actions would reasonably likely to be a breach of its fiduciary duties to the Company’s stockholders under applicable law. (c) For the avoidance of doubt, Parent shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to (i) avoid a requirement for a waiver, consent or approval from any suitsGovernmental Entity, claims, actions, investigations (ii) defend any lawsuit or proceedingsother legal proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyMerger, including, without limitationwhen reasonable, seeking to have any stay or injunction, temporary restraining order, or other order entered by any court or other Governmental Entity vacated or reversed, reversed and (viii) resolve any objections as may be asserted under any federal or state law, regulation or decree designed to prohibit, restrict or regulate actions taken for the execution purpose or delivery with the effect of monopolizing or restraining trade (collectively, “Antitrust Laws”) that would preclude consummation of the Merger by the Outside Date. (d) The parties shall use their respective reasonable best efforts to obtain any additional certificates, instruments and other documents necessary to consummate consents of third parties which are disclosed as being required under Section 5.5 of the transactions contemplated by, and to fully carry out Company Disclosure Schedule for the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any consummation of the transactions contemplated by hereby, and shall reasonably cooperate and consult with one another with respect to such efforts; provided, that this Agreement, use all commercially reasonable efforts Section 7.4(d) shall not require any party to ensure that the Merger pay any consideration (other than customary attorneys’ fees and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise nominal transfer or review fees) in order to minimize the effect of obtain such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockconsents.

Reasonable Efforts. (a) Upon and subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things 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 and the Stockholders Agreement, including, without limitation, including using reasonable efforts to accomplish take the followingfollowing actions: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Offer Conditions to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation an action or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholders Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate consum mate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholders Agreement. In connection with and without limiting the foregoing, each of Purchaser but subject to the terms and conditions hereof, 38 the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement, the Stockholders Agreement or any of the other transactions contemplated by this Agreement or the Stockholders Agreement, use all commercially reasonable efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement or the Stockholders 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 Offer, the Merger, this Agreement and the Stockholders Agreement and the other transactions contemplated hereby. Notwithstanding anything by this Agreement and the Stockholders Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the contrary in this AgreementCompany, nothing of (i) any representation or warranty made by it contained in this Agreement shall be deemed that is qualified as to require Purchaser and the Company materiality becoming untrue or inaccurate in any respect or any subsidiary such representation or affiliate thereof warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to agree comply with or satisfy in any material respect any covenant, condition or agreement to any divestiture be complied with or satisfied by itself it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or any agreements of its affiliates of shares of capital stock or of any business, assets or property, the parties or the imposition conditions to the obligations of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockparties under this Agreement.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, including, with regard to the Company, Section 4.2, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the followingbut not limited to: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act and State Takeover Approvals), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing, each of Purchaser Parent and the Company shall cooperate with each other in connection with the making of such filings, including providing copies of all such documents to the non-filing party and its respective Board of Directors shalladvisors prior to filing and, if requested, accepting all reasonable suggestions in connection therewith. (b) The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any state takeover statute analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or similar statute submitted by or regulation is in behalf of any party hereto in connection with proceedings under or becomes applicable relating to the Merger, this Agreement HSR Act or any other federal, state or foreign antitrust or fair trade law. Each party shall promptly notify the other party of any communication to that party from any Governmental Entity in connection with any required filing with, or approval or review by, such Governmental Entity in connection with the transactions contemplated Merger and permit the other party to review in advance any such proposed communication to any Governmental Entity. Neither party shall agree to participate in any meeting with any Governmental Entity in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by this Agreementsuch Governmental Entity, gives the other party the opportunity to attend and participate thereat. (c) Each party shall use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement may to be consummated as promptly as practicable on the terms contemplated untrue in any material respect or result in a material breach of any covenant made by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary it in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (iia) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from any applicable Governmental Authority, Authority and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Authority, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the obtaining of all necessary consents, approvals and waivers from shareholders, if any, required to approve the transaction contemplated hereby; (d) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, and (ve) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated byby this Agreement; provided, however, that notwithstanding any provision hereof to the contrary, none of the parties shall have any obligation to dispose of any assets, terminate any lines of business or pay any fee to any third party for the purpose of obtaining a consent (other than customary filing fee of Governmental Authorities) or any costs and expenses of any third party resulting from the process of obtaining such consent. In this regard, each party (a) shall make an appropriate filing pursuant to the HSR Act and as required by the Competition Act with respect to the transaction contemplated hereby within ten (10) business days following the execution of this Agreement, (b) shall cooperate and coordinate such filing with the other parties. In addition, Sellers shall (x) identify to Buyers the key employees of the Sold Business, (y) cooperate and assist Buyers in entering into employment agreements covering employment with Sold Business after Closing, with such key employees on terms satisfactory to Buyers, and to fully carry out the purposes of, this Agreement. In connection (z) assist and cooperate with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any Buyers in arranging meetings with key customers of the transactions Sold Business regarding the transaction contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon On the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Exchange, and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (ia) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental AuthorityEntity, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vd) the execution or delivery of executing and delivering any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting Notwithstanding the foregoing, each of Purchaser no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the Company and its respective Board of Directors shall, if any state takeover statute amount payable thereunder or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything be more burdensome to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates subsidiaries in order to attain any such consent, approval or authorization without the prior written consent of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockAcquiror.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall (and the Company shall cause its Subsidiaries to) each of the parties hereto shall use its commercially their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties hereto in doing, doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, ; (ii) the obtaining of all necessary actions or nonactionsobtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent or any of its Subsidiaries in connection with the authorization, execution, delivery and authorizations from Governmental Authorityperformance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the Israeli Anti-Trust Law and any other applicable antitrust laws, (C) the Law for the Encouragement of Capital Investment, 5719-1959, and the regulations and approvals promulgated thereunder, (D) the Encouragement of Industrial Research and Development Law, 5744-1984, and the regulations and grant approvals promulgated thereunder by the OCS and (E) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all necessary registrationssuch filings, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking providing copies of all reasonable steps such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as may promptly as practicable after the date of this Agreement; (iv) furnish all information required for any application or other filing to be necessary made pursuant to avoid any suitapplicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, claimor given by such party to, action, investigation 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 written communication delivered to any Governmental Authority, Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (iiivii) the obtaining of obtain all necessary consents, approvals or waivers from third parties which may parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or desirable as a result concede anything of value to obtain such consents; (viii) avoid the entry of, or in connection withhave vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated by this Agreementhereby, (iv) the including defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vix) the execution or delivery of execute and deliver any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and Nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective Subsidiaries. No parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without limiting the foregoingconsent of the other parties to this Agreement, each of Purchaser and the which consent shall not be unreasonably withheld. The Company and its respective Board of Directors shall, if any shall (1) use their reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the MergerOffer, this Agreement the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, use all commercially their reasonable efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing the Offer, the Merger and the other transactions contemplated by this Agreement. Parent consents to the delivery by the Company to the OCS of Parent’s executed undertaking in the form attached as Exhibit C to this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture if required by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockapplicable Law.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth of this Agreement and applicable law, in this Agreementconnection with an Exchange, each of the parties hereto Eligible Holder exercising its Exchange Right and Silver King shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effectiveeffective such Exchange as soon as reasonably practicable following the receipt or delivery by Silver King of an Exchange Notice, including such actions or things as Silver King or such Eligible Holder may reasonably request in order to cause the most expeditious manner practicableconsummation of an Exchange following the receipt or delivery by Silver King of an Exchange Notice. Without limiting the generality of the foregoing, the Merger such Eligible Holder and the other transactions contemplated by this AgreementSilver King shall (and shall cause their respective subsidiaries, including, without limitation, using and use their reasonable efforts to accomplish the following: cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary Governmental Consents and Contract Consents, and giving all necessary Contract Notices to and making all necessary Governmental Filings and other necessary filings with and applications and submissions to, any Governmental Entity or other person or entity; (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity in connection with an Exchange; (iii) providing all such information about such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any of the taking foregoing; and (iv) in general, consummating and making effective the transactions contemplated hereby; provided, however, that, other than in connection with the performance of all reasonable actions necessary its obligations with respect to cause the consummation of a Restructuring Transaction as provided in Section 7.5(b), in order to obtain any such Consent, or the lifting of any injunction or order referred to in clauses (i) and (ii) of this sentence, neither such Eligible Holder nor Silver King shall be required to (x) pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any conditions precedent set forth in this Agreement or requirements which could reasonably be expected to be satisfiedmaterially adverse or burdensome to its respective businesses, assets, financial condition or results of operations, or (y) amend, or agree to amend, in any material respect any Contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with an Exchange, each of Silver King and the applicable Eligible Holder shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. (b) In addition to the foregoing paragraph (a), Silver King shall take such reasonable action which may be necessary in order that (i) it may validly and legally deliver fully paid and nonassessable shares of Silver King Common Stock or Silver King Class B Stock upon any surrender of shares of Surviving Common Stock or Surviving Class B Stock, as applicable, for exchange pursuant to this Agreement, (ii) the obtaining delivery of all necessary actions shares of Silver King Common Stock and Silver King Class B Stock in accordance with this Agreement is exempt from the registration or nonactions, waivers, consents, approvals, orders qualification requirements of the Securities Act and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authoritiesapplicable state securities laws or, if any)no such exemption is available, that the offer and Exchange of such shares of Silver King Common Stock and Silver King Class B Stock have been duly registered or qualified under the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthoritySecurities Act and applicable state securities laws, (iii) the obtaining shares of all necessary consentsSilver King Common Stock (including the shares of Silver King Common Stock issuable upon conversion of any shares of Silver King Class B Stock), approvals delivered upon such Exchange are listed for trading on the Nasdaq National Market or waivers from third parties which may be required or desirable as on a result of, or in connection with, the transactions contemplated by this Agreement, national securities exchange (upon official notice of issuance) and (iv) the defending shares of Silver King Common Stock or Silver King Class B Stock, as applicable, delivered upon such Exchange are free of preemptive rights and any suits, claims, actions, investigations liens or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or adverse claims (other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or than any of the transactions contemplated foregoing created or caused by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of Person receiving such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary shares in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockExchange).

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things 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 AgreementTransactions, including, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement to the Offer and to the Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. , but the Parent will not be required to agree to, or proffer to, (i) divest or hold separate any of the Parent's, the Company's or any of their respective Subsidiaries' or affiliates' businesses or assets or (ii) cease to conduct business or operations in any jurisdiction in which the Parent, the Company or any of their respective Subsidiaries conducts business or operations as of the date of this Agreement. (b) In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board board of Directors shalldirectors, if any and the Parent and its manager, shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the transactions contemplated by other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this AgreementAgreement or any other Transaction, use take all commercially reasonable efforts action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the MergerOffer, this Agreement the Merger and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing other Transactions. (c) Nothing in this Agreement shall be deemed to require Purchaser and permit the Company to divest, hold separate or enter into any subsidiary consent decree (or affiliate thereof offer to agree enter into any agreement or consent decree) to divest, hold separate or maintain or change any divestiture by itself business practice in order to obtain regulatory approval of the Transactions. Nothing in this Agreement shall require the Parent or the Purchaser to commence any of its affiliates of shares of capital stock litigation in order to prevent (or remove) the entry of any business, assets Restraint under antitrust or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stocksimilar laws.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its their commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, including all filings required under the HSR Act, with the Federal Trade Commission or the United States Department of Justice and any necessary antitrust, competition or similar laws of any foreign jurisdiction, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to Applicable Laws relating to the exchange of information, Apogent and F▇▇▇▇▇ 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 Apogent and its Subsidiaries or F▇▇▇▇▇ and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (b) Promptly following the date hereof, Apogent shall (i) cause Apogent Holdings Denmark A/S to be converted into an Anpartsselskab, and (ii) submit a ruling request to the appropriate Danish authorities in order to treat the sale, exchange or other disposition of shares by Apogent Holdings Denmark A/S (or any successor entity) as a share sale for Danish income Tax purposes. In addition, prior to the Closing Date, Apogent shall cause Apogent Holdings Denmark A/S (or any successor entity) to be treated as a disregarded entity for U.S. federal income Tax purposes. (c) Each of F▇▇▇▇▇ and Apogent shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Entity (whether domestic, foreign or supranational). In that regard, each party shall without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any communications from or with any Governmental Entity (whether domestic, foreign or supranational) with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (iii) not participate in any meeting with any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement unless it consults with the other in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate thereat, (iv) furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement and the Merger, and (v) furnish the other with such necessary information and reasonable assistance as F▇▇▇▇▇ or Apogent, as applicable, may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Each of F▇▇▇▇▇ and Apogent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.4 as “outside counsel only.” Such material and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (F▇▇▇▇▇ or Apogent, as the case may be) or its legal counsel. (d) In connection with and without limiting the foregoing, each of Purchaser F▇▇▇▇▇ and the Company and its respective Board of Directors shall, if any Apogent shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this AgreementAgreement or any of the transactions contemplated hereby, use take all commercially reasonable efforts action necessary to ensure that the Merger and the other such transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by required by, or provided for, in this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Merger and the other transactions contemplated hereby. by this Agreement. (e) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement neither F▇▇▇▇▇ nor Apogent shall be deemed required to require Purchaser and the Company hold separate (including by trust or otherwise) or divest or take any subsidiary or affiliate thereof other action with respect to agree to any divestiture by itself or any of its affiliates businesses or assets or enter into any consent decree or other agreement that would restrict it in the conduct of its business as heretofore conducted if such action is reasonably expected to have a Material Adverse Effect on F▇▇▇▇▇, including a Material Adverse Effect on the total benefits expected to be realized by F▇▇▇▇▇ after completion of the Merger. (f) Promptly following the date hereof, Apogent and F▇▇▇▇▇ shall cooperate in determining a mutually acceptable manner in which to cause no Apogent Subsidiary to own, beneficially or of record, directly or indirectly, any shares of capital stock Apogent Common Stock immediately prior to the Effective Time. Apogent shall take (or of any business, assets or property, or cause to be taken) all actions proposed by F▇▇▇▇▇ and legally available to Apogent in order to effect the imposition of any material limitation on result described in the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockpreceding sentence.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish including the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viv) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including the Lenders’ Consent and the Necessary Consents (provided, that the parties which may be required or desirable as a result of, or will discuss in connection with, good faith procedures to pursue third party consents with respect to the transactions contemplated by this AgreementAgreement and the Ancillary Agreements) (it being understood that failure to obtain any one or more such consents, in and of itself, shall not constitute a failure by Seller or Purchaser to comply with any of its covenants herein or a failure of a condition to Closing hereunder), (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Ancillary Agreements or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedhereby and thereby, and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser Agreement and the Company and its respective Board of Directors shallAncillary Agreements. Promptly after the date hereof, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, Seller shall use all commercially reasonable efforts to ensure that arrange a meeting between each of those Persons identified on Section 5.4(d)(i) of the Merger Seller Disclosure Letter and representatives of the other transactions contemplated by this Agreement may be consummated as promptly as practicable Company, Purchaser and Seller to introduce Purchaser to each such Person. In the event Seller or the Company receives any written notice or communication from any of those Persons identified on Section 5.4(d)(ii) of the terms contemplated by this Agreement and otherwise Seller Disclosure Letter relating to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary notice of termination or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or threatened termination of any businessCompany Material Contract with such Person, assets or propertythen Seller shall promptly, or the imposition of and in any material limitation on the ability of any of them to conduct their businesses or to own or exercise control event within two (2) business days after receipt thereof, furnish Purchaser with a copy of such assets, properties and stocknotice or communication.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall promptly use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Contributions and the other transactions contemplated by this AgreementTransactions, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of obtain all necessary actions or nonactionsactions, waivers, consents, approvals, orders nonactions and authorizations Consents from Governmental Authority, Entities and the making of to make all necessary registrations, declarations Filings and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of to take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any suitGovernmental Entity. Notwithstanding the foregoing, claimPEGC I OP shall not have any obligation: (a) to propose, actionnegotiate, investigation commit to or proceeding effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of PEGC I OP, any of its Subsidiaries (including the Contributed Companies after the Closing) or their Affiliates; or (b) otherwise to take or commit to take any actions that would limit the ability of PEGC I OP, its Subsidiaries (including the Contributed Companies after the Closing) or their Affiliates to retain, one or more of their businesses, product lines or assets. (b) Before the Closing, each party hereto shall, and shall cause its controlled Affiliates to, use reasonable best efforts to obtain, and to cooperate in obtaining, all Consents from third parties necessary or appropriate to permit the consummation of the Contributions; provided, however, that, except as provided in subsections (c), (d) and (e), below, 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 customary filing fees payable to Governmental Entities and nominal filing or application fees payable to other third parties) and no party shall agree to any conditions or restrictions imposed by any Governmental Authoritythird party that, individually or in the aggregate, would materially impair (or could reasonably be expected to materially impair) the ability of such party to consummate the Transactions or could reasonably be expected to have a material adverse effect on the economic benefits to PEGC I OP arising therefrom. (c) Notwithstanding the foregoing in clauses (a) and (b) above, with respect to obtaining the PELP Debt Consents and Amendments, (i) the Contributors shall be responsible for seeking to obtain the PELP Debt Consents and Amendments, (ii) the Contributors shall use reasonable best efforts (subject to cooperation by PEGC I and PEGC I OP) to obtain the PELP Debt Consents and Amendments and PEGC I and PEGC I OP shall use reasonable best efforts to cooperate with the Contributors obtaining the PELP Debt Consents and Amendments (including providing replacement guarantors and indemnitors and entering amendments and/or modifications to the loan documents which are reasonably acceptable to PEGC I and PEGC I OP), (iii) the obtaining of all necessary consents, approvals in no event shall any Contributor agree to any conditions or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending terms of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, consent (including, without limitation, any fee, premium, cash deposits or additional reserves or any material changes to the existing terms of such Indebtedness) without the prior written consent of PEGC I and PEGC I OP, which consent shall not be unreasonably withheld, conditioned or delayed, (iv) each party shall give the other no less than ten (10) Business Days upon receipt to review and comment on all materials or documents with respect to the PELP Debt Consents and Amendments and any such materials or documents shall be revised to reflect the reasonable comments of such other party, (v) neither party, nor any of their respective Representatives, shall engage or participate in any material meeting or discussion or proposed material discussion or communication with, and communications from, any lender or any loan servicer with respect to the PELP Debt Consents and Amendments without providing representatives of the other party reasonable opportunity to participate, and (vi) except pursuant to clause (i) above, neither the Contributors, nor PEGC I, nor PEGC I OP shall, nor shall permit their respective Representatives to, agree to, amend, modify, supplement or waive the terms and conditions of the outstanding Indebtedness or guarantees thereof for which the PELP Debt Consents and Amendments of such lenders or servicers are required, without the prior consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed). If, despite the reasonable best efforts of the parties, a particular PELP Debt Consent and Amendment has not been obtained with respect to any Real Property, at the election of the Contributors, on the one hand, and PEGC I and PEGC I OP, on the other hand, the parties may mutually agree that such Real Property that is subject to the Indebtedness for which the Debt Consent and Amendment cannot be obtained and the corresponding Contributed Interests shall be excluded from the Transaction and the Closing Consideration shall be reduced by an amount mutually agreeable to the parties (such amount, the “Debt Consent Adjustment Amount”). (d) Notwithstanding the foregoing in clauses (a) and (b) above, with respect to obtaining the PEGC I Debt Consents and Amendments, (i) the Contributors shall be responsible for seeking to have obtain the PEGC I Debt Consents and Amendments and (ii) the Contributors shall use reasonable best efforts (subject to cooperation by PEGC I and PEGC I OP) to obtain the PEGC I Debt Consents and Amendments and PEGC I and PEGC I OP shall use reasonable best efforts to cooperate with the Contributors obtaining the PEGC I Debt Consents and Amendments (including entering amendments and/or modifications to the loan documents which are reasonably acceptable to PEGC I and PEGC I OP), (iii) in no event shall any stay Contributor agree to any conditions or temporary restraining order entered by terms of any court consent (including, without limitation, any fee, premium, cash deposits or additional reserves or any material changes to the existing terms of such Indebtedness) without the prior written consent of PEGC I and PEGC I OP, which consent shall not be unreasonably withheld, conditioned or delayed, (iv) each party shall give the other Governmental Entity vacated no less than ten (10) Business Days upon receipt to review and comment on all materials or reverseddocuments with respect to the PEGC I Debt Consents and Amendments and any such materials or documents shall be revised to reflect the reasonable comments of such other party, and (v) the execution Contributor shall not engage or delivery participate in any material meeting or discussion or proposed material discussion or communication with, and communications from, any lender or any loan servicer with respect to the PEGC I Debt Consents and Amendments without providing representatives of PEGC I and PEGC I OP reasonable opportunity to participate, and (vi) except pursuant to clause (i) the Contributors shall not agree to, amend, modify, supplement or waive any term or condition of the outstanding Indebtedness or guarantees thereof for which the PEGC I Debt Consents and Amendments of such lenders or servicers are required, without the prior consent of PEGC I and PEGC I OP (which consent shall not be unreasonably withheld, conditioned or delayed). (e) Notwithstanding the foregoing in clauses (a) and (b) above, with respect to obtaining the PEGC II Debt Consents and Amendments, (i) the Contributors shall be responsible for seeking to obtain the PEGC II Debt Consents and Amendments and (ii) the Contributors shall use reasonable best efforts (subject to cooperation by PEGC II) to obtain the PEGC II Debt Consents and Amendments and PEGC I and PEGC I OP shall use reasonable best efforts to cooperate with the Contributors obtaining the PEGC II Debt Consents and Amendments. (f) Notwithstanding the foregoing in clauses (a) and (b) above, with respect to obtaining the Corporate Debt Consents and Amendments, (i) the Contributors shall be responsible for seeking to obtain the Corporate Debt Consents and Amendments, (ii) the Contributors shall use reasonable best efforts to obtain the Corporate Debt Consents and Amendments and PEGC I and PEGC I OP shall use reasonable best efforts to cooperate with the Contributors obtaining the Corporate Debt Consents and Amendments, (iii) in no event shall any Contributor agree to any conditions or terms of any consent (including, without limitation, any fee, premium, cash deposits or additional certificatesreserves or any material changes to the existing terms of such Indebtedness) without the prior written consent of PEGC I and PEGC I OP, instruments which consent shall not be unreasonably withheld, conditioned or delayed, (iv) each party shall give the other no less than ten (10) Business Days upon receipt to review and comment on all materials or documents with respect to the Corporate Debt Consents and Amendments and any such materials or documents shall be revised to reflect the reasonable comments of such other documents necessary to consummate party, (v) the transactions contemplated byContributor shall not engage or participate in any material meeting or discussion or proposed material discussion or communication with, and communications from, any lender or any loan servicer with respect to fully carry out the purposes ofCorporate Debt Consents and Amendments without providing representatives of PEGC I and PEGC I OP reasonable opportunity to participate, this Agreement. In connection with and (vi) except pursuant to clause (i) the Contributors shall not agree to, amend, modify, supplement or waive any term or condition of the outstanding Indebtedness or guarantees thereof for which the Corporate Debt Consents and Amendments of such lenders or servicers are required, without the prior consent of PEGC I and PEGC I OP (which consent shall not be unreasonably withheld, conditioned or delayed). (g) Without limiting the generality of the foregoing, each of Purchaser the Contributors, the Contributed Companies and PEGC I OP shall as promptly as practicable, but in no event later than fifteen (15) Business Days following the Company execution and its respective Board delivery of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the Transactions. Any such notification and report form and other Filings shall be in substantial compliance with the requirements of the HSR Act. Each of the Contributors, the Contributed Companies and PEGC I OP shall furnish to the others such necessary information and reasonable assistance as the other may request in connection with its preparation of any Filing that is necessary under the HSR Act. The Contributors, the Contributed Companies and PEGC I OP 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 Governmental Entity and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the Filings made hereunder pursuant to the HSR Act. Any such supplemental information shall be in substantial compliance with the requirements of the HSR Act. (h) Without limiting the generality of the foregoing, as soon as reasonably practicable after the date hereof, the parties shall make all Filings with all Governmental Entities that may be or may become reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Transactions, including (i) PEGC I OP causing “Form A” or similar change of control applications to be filed in each jurisdiction where required by applicable Insurance Laws with respect to the Transactions or (ii) an application for an exemption from such requirements. (i) Subject to Laws relating to the sharing of information, each of the Contributors, the Contributed Companies and PEGC I OP shall have the right to review in advance, and to the extent practicable each will consult the others on, all the information relating to the Contributors, PEGC I OP or the Contributed Companies, as the case may be, and any of their respective Related Persons, that appear in any Filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions. (j) Notwithstanding the express terms of this Agreement, in the event that a party (the “Requesting Party”) determines that a structure change is necessary, advisable or desirable, the other party (the “Responding Party”) agrees to use all commercially reasonable efforts to ensure that accommodate any request of the Merger and Requesting Party to modify the other transactions contemplated by this Agreement may be consummated as promptly as practicable on structure of the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything Transactions in a mutually agreeable manner prior to the contrary in Closing, including with respect to any amendments to, this Agreement, nothing in this Agreement the Ancillary Agreements, the Plan of Restructuring or Capital Expenditures Budget; provided, however, that the Responding Party shall not be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof required to agree to any divestiture by itself such modification if (A) such modification would materially delay the Closing or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation (B)(1) such modification would have an adverse economic effect on the ability of any of them to conduct their businesses or to own or exercise control of Responding Party, as reasonably determined by the Responding Party, and (2) the Contributors do not indemnify PEGC I OP for such assets, properties and stockadverse economic effect.

Reasonable Efforts. Upon Subject to the express provisions of Section 8.12(e) and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreementhereby, including, without limitation, including using all reasonable efforts to accomplish the following: following (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article IX to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents (provided, that the parties which may be required will discuss in good faith procedures to pursue third party consents with respect to the Mergers) (it being understood that failure to obtain any one or desirable as more such consents, in and of itself, shall not constitute a result of, or in connection with, the transactions contemplated by this Agreementcondition to Closing hereunder), (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers or the other transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, if, there is a reasonable possibility that the defending of such actions would result in their dismissal, removal, elimination or termination, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board the Company's board of Directors shalldirectors will, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Company Merger, this Agreement or any of the other transactions contemplated by this Agreementhereby, use all commercially reasonable efforts to ensure that the Company Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Company Merger, this Agreement and the other transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Articles VII and VIII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders 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 or any of its affiliates or imposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets. (b) Each of VHA and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with and without limiting the foregoingconsummation of transactions contemplated by this Agreement, each of Purchaser and (ii) any notice or other communication from any Governmental Entity in connection with the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, transactions contemplated by this Agreement or the Outsourcing Agreement, (iii) any litigation relating to, involving or otherwise affecting VHA, Novation, HPPI, Parent or their respective subsidiaries that relates to the consummation of the transactions contemplated by this Agreement or the Outsourcing Agreement, use all commercially reasonable efforts . VHA shall give prompt notice to ensure that the Merger and the other transactions contemplated Parent of any representation or warranty made by it contained in this Agreement may becoming untrue or inaccurate, or any failure of VHA to comply with or satisfy in any material respect any covenant, condition or agreement to be consummated as promptly as practicable on the terms contemplated complied with or satisfied by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in it under this Agreement, nothing in each case, such that the conditions set forth in Article VIII would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to VHA of any representation or warranty made by it contained in this Agreement shall be deemed to require Purchaser and the Company becoming untrue or inaccurate, or any subsidiary failure of Parent to comply with or affiliate thereof satisfy in any material respect any covenant, condition or agreement to agree to any divestiture be complied with or satisfied by itself it under this Agreement, in each case, such that the conditions set forth in Article VII would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or any agreements of its affiliates of shares of capital stock or of any business, assets or property, the parties or the imposition conditions to the obligations of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockparties under this Agreement.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable best good faith efforts (subject to, and in accordance with, applicable law) to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, including, without limitation, the VOI Registrations (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or stay, temporary restraining order or injunctions entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. , subject to the limitations on divestiture set forth in subsection (c) below. (b) In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any Parent shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger, this Stock Option Agreement or the Merger or any of the other transactions contemplated by hereby and thereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use the Stock Option Agreement or the Merger or any other transaction contemplated hereby and thereby, take all commercially reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and thereby and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement the DevCo. Distribution and the other transactions contemplated hereby. Notwithstanding anything hereby and thereby. (c) Each party agrees to provide the other party with copies of any documentation or written materials provided to or by Governmental Entities with respect to the contrary in this Agreement, nothing in this Agreement HSR approval process. Parent shall not be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof required to agree to any divestiture by itself Parent or any of its Parent's subsidiaries or affiliates of shares of capital stock or of any business, assets or propertyproperty of Parent or its subsidiaries or affiliates or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (d) The Company shall use its reasonable good faith efforts to assist Parent and certain of its subsidiaries that are subject to the reporting requirements of the Exchange Act (the "Reporting Subs") in the preparation and filing, on the earliest practicable date after the date of this Agreement, of Current Reports on Form 8-K for each of Parent and the Reporting Subs containing the information required by Item 512(a)(1)(ii) of Regulation S-K of the SEC, including the historical financial statements of the Company required by Rule 3-05 of Regulation S-X of the SEC and the pro forma financial information with respect to the business combination contemplated by this Agreement required by Article 11 of Regulation S-X of the SEC, and the Company shall take all other action necessary to allow Parent and the Reporting Subs to issue and sell securities on a continuous or delayed basis in one or more public offerings registered under the Securities Act.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, filings and filings submissions of Second Request Responses with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon (a) Subject to the terms and conditions of this Agreement (including Section 7.4 hereof) and applicable law, and (with respect to Parent) subject to the conditions set forth in this Agreementlast proviso of the following sentence, each of the parties hereto shall use its commercially 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 hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (ivand each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (A) the defending preparation and filing with the Commission of the Registration Statement, the preliminary proxy statement referred to in Section 3.2, the Proxy Statement and any suitsnecessary amendments or supplements to any of the foregoing; (B) seeking to have such Registration Statement declared effective by the Commission as soon as reasonably practicable after filing; (C) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Stock Consideration; (D) using commercially reasonable efforts to obtain all required consents, claimsapprovals, actionswaivers, investigations licenses, permits, authorizations, registrations, qualifications, or proceedingsother permission or action by, whether judicial and to give all required notices to and to make all required filings with and applications and submissions to, any Governmental Entity or administrativeother Person, challenging this Agreement or in each case required in order to cause any of the consummation of conditions to each other party's obligation to consummate the Merger and the transactions contemplated hereby, including, without limitation, seeking hereby to have be fully satisfied; (E) filing all pre- merger notification and report forms required under the ▇▇▇▇-▇▇▇▇▇ Act and responding to any stay requests for additional information made by any Governmental Entity pursuant to the ▇▇▇▇-▇▇▇▇▇ Act; (F) using commercially reasonable efforts (which in the case of Parent do not require the commencement of litigation) to cause the lifting of any permanent or temporary preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Entity vacated (an "Injunction") of any type referred to in Section 8.2(d), 8.3(d) or reversed8.4(d); (G) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates, and making all applications and filings, as may be necessary or reasonably requested in connection with any of the foregoing; and (vH) the execution or delivery of any additional certificatesin general, instruments and other documents necessary using commercially reasonable efforts to consummate and make effective the transactions contemplated byhereby; provided, however, that in making any such filing and in order to fully carry out obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the purposes oflifting of any Injunction referred to in this sentence, this Agreement. In connection with (x) neither the Company, nor Liberty Media, nor Parent, nor any of their respective Affiliates shall be required to (and without limiting the foregoingprior written consent of Liberty Media and Parent, each of Purchaser and the Company and its respective Board Affiliates shall not): (i) pay any consideration; (ii) surrender, modify or amend in any substantive respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of Directors shallits assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Entity or other Person that are materially adverse or burdensome; (y) Parent shall not be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or restriction of the type referred to in Section 8.3(e); and (z) Liberty Media and the Company recognize that Parent may allocate resources in whatever manner it reasonably deems appropriate; and provided, further, that Parent and its Subsidiaries shall not be required to take any state takeover statute such action, or similar statute any other action pursuant to this Section 3.4, except to the extent that such action is required by statute, rule or regulation is to be taken by or becomes applicable in the name of Parent or such Subsidiary (as opposed to by or in the Merger, this Agreement name of Liberty Media or any of the Company or a Subsidiary thereof) in connection with the transactions contemplated by this AgreementAgreement and, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect in such event, Parent (or such Subsidiary of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement Parent) shall be deemed required only to require Purchaser make filings and the Company statements of fact and shall not under any circumstances be required to commit or be committed to take or refrain from taking any subsidiary action or affiliate thereof to agree be subject to any divestiture by itself restriction that relates to any business, asset, liability, operation or employee of Parent or any of its affiliates of shares of capital stock Subsidiaries. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. (b) The Company will take all reasonable steps to (i) exempt the Merger from the requirements of any business, assets applicable state takeover law and (ii) assist in any challenge by Parent or property, Liberty Media to the validity or applicability to the imposition Merger of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockstate takeover law.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto 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 Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable including (i) the preparation and filing of all forms, includingregistrations 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 obtain any requisite approvals, without limitationconsents, Orders, exemptions or waivers by any third party or Governmental Entity, including filings pursuant to the HSR Act and (ii) using reasonable efforts to accomplish cause the following: (i) the taking satisfaction of all reasonable actions conditions to Closing. Each party shall promptly consult with the other with respect to, provide any necessary information with respect to cause and provide the conditions precedent set forth other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.6 shall require or be construed to require Parent to (ivx) offer or agree to enter into any agreements, including agreements to sell, license or otherwise dispose of, or hold separate or otherwise divest itself of, all or any portion of Parent's businesses or assets or any portion of the defending businesses or assets of any suits, claims, actions, investigations of its Subsidiaries or proceedings, whether judicial or administrative, challenging this Agreement or the consummation any portion of the transactions contemplated herebybusinesses or assets of the Company or any of its Subsidiaries or (y) provide any compensation, including, without limitation, seeking to have any stay or temporary restraining order entered by any court benefits or other consideration to Company Employees except as set forth in Section 3.4 and Section 6.15. (b) Each party hereto shall promptly inform the others of any communication from any Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or regarding any of the transactions contemplated by this Agreement, use all commercially reasonable efforts . If any party or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing then such party will endeavor in this Agreement 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. Nothing herein shall be deemed require any party to require Purchaser and the Company waive any substantial rights or any subsidiary or affiliate thereof to agree to any divestiture by substantial limitation on its (or the Surviving Corporation's) operations or to divest itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, (ii) the obtaining of obtain all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of to make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of to take all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of to obtain all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, (iv) the defending of to defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking including to seek to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution to execute or delivery of deliver any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Parent and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the terms and subject to conditions of this Agreement and applicable law and, in the conditions set forth case of the Company, except as otherwise required by the fiduciary duties of the Company Board (as determined in this Agreementgood faith by the Company Board following the receipt of advice of outside legal counsel thereon), each of the parties hereto shall will use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate such transactions specified in Article VII to be consummated fully satisfied. Without limiting the generality of the foregoing, the parties will, and will cause their respective directors, officers and Subsidiaries, and use commercially reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person; (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity (an "Injunction") of any type referred to in Section 7.1(c); (iii) subject to the last sentence of Section 3.2(a), taking such actions as promptly as practicable on may reasonably be required under applicable state securities or blue sky laws in connection with the terms contemplated issuance of the Parent Series A Stock to be covered by this Agreement the Registration Statement; and otherwise to minimize the effect of such statute or regulation on the Merger(iv) in general, this Agreement consummating and making effective the transactions contemplated hereby. Notwithstanding anything ; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the contrary lifting of any Injunction referred to in clause (i) or (ii) of this Agreementsentence, nothing in this Agreement shall no party will be deemed required to require Purchaser and pay any consideration (other than filing fees for any Governmental Filings), to divest itself of any of, or otherwise rearrange the Company composition of, its assets or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses foregoing or to own any conditions or exercise control of requirements which are materially adverse to its interests or materially burdensome. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party will provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such assets, properties and stockdrafts.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, including without limitation the consents listed in Schedule 2.5 of the Company Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Parent and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause causing the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or in connection withincluding all Necessary Consents, and the transactions contemplated by this Agreementremoval of all Legal Restraints, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, and (vi) in the case of Parent, voting the shares of Novadigm Common Stock held by Parent in favor of approval and adoption of this Agreement and approval of the Merger. In connection with and without limiting the foregoing, each of Purchaser and the Company and Novadigm, its respective Board of Directors and Subsidiaries shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Arrangement and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article 7 to be satisfied, ; (iib) the obtaining of the Appropriate Regulatory Approvals and all other necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Bodies and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesBodies, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Body; (iiic) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, ; (ivd) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, and ; (ve) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with ; and without limiting (f) the foregoing, each preparation of Purchaser the Joint Proxy Circular and the Company calling and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any holding of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger Glyko Shareholders Meeting and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockBioMarin Stockholders Meeting.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedincluding all Necessary Consents, and (viv) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors Managers shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary foregoing, or any other covenant herein contained, in this Agreementconnection with the receipt of any necessary approvals under the HSR Act or any comparable laws of foreign jurisdictions, nothing in this Agreement neither Parent nor the Company shall be deemed required to require Purchaser and divest or hold separate or otherwise take or commit to take any action that limits Parent’s or the Company’s freedom of action with respect to, or their ability to retain, the Company or any subsidiary or affiliate portions thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any businessthe businesses, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assetsproduct lines, properties and stockor assets of the Company or Parent.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, including, with regard to the Company, Section 4.2 hereof, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions 63 contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the followingbut not limited to: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act and State Takeover Approvals), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing, each of Purchaser Parent and the Company shall cooperate with each other in connection with the making of such filings, including providing copies of all such documents to the non-filing party and its respective Board of Directors shalladvisors prior to filing and, if requested, accepting all reasonable suggestions in connection therewith. (b) The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any state takeover statute analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or similar statute submitted by or regulation is on behalf of any party hereto in connection with proceedings under or becomes applicable relating to the Merger, this Agreement HSR Act or any other federal, state or foreign antitrust or fair trade law. Each party shall promptly notify the other party of any communication to that party from any Governmental Entity in connection with any required filing with, or approval or review by, such Governmental Entity in connection with the transactions contemplated Merger and permit the other party to review in advance any such proposed communication to any Governmental Entity. Neither party shall agree to participate in any meeting with any Governmental Entity in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by this Agreementsuch Governmental Entity, gives the other party the opportunity to attend and participate thereat. (c) Each party shall use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement may to be consummated as promptly as practicable on the terms contemplated untrue or result in a breach of any covenant made by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary it in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon (a) Seller and Buyer shall each reasonably cooperate with the terms other and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its their respective commercially reasonable best efforts to take, (i) take or cause to be taken, taken all necessary actions, and to do, do or cause to be donedone all things, necessary, proper or advisable under this Agreement and Applicable Laws to assist consummate and cooperate with make effective the transactions contemplated by this Agreement as soon as reasonably practicable, including, without limitation, preparing and filing promptly all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other parties hereto in doingdocuments and (ii) obtain or transfer as soon as reasonably practicable all approvals, all things clearances, Consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, provided that, except as expressly provided in Section 5.6 or this Section 7.1, neither Buyer nor any of its Affiliates shall be required to make any payments, commence litigation or make any undertaking in order to obtain any such approvals, clearances, Consents, registrations, permits, authorizations and other confirmations. (ivb) Without limiting the generality of the foregoing, each of Seller and Buyer shall as promptly as practicable, (i) but in no event later than ten (10) Business Days following the date of this Agreement, file or cause to be filed with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the defending notification and report form required for the transactions contemplated hereby pursuant to the HSR Act, (ii) file or cause to be filed with the Commissioner under the Competition Act such filings as may be required or agreed to by the parties for the transactions contemplated hereby pursuant to the Competition Act, including an application for an advance ruling certificate under section 102 of the Competition Act and a notification under section 114 of the Competition Act, and (iii) make such other filings as are necessary in other jurisdictions in order to comply with all Applicable Laws. Any such filing, notification and report form shall be in substantial compliance with the requirements of the HSR Act, the Competition Act or such other Applicable Law. Each of Seller and Buyer shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any suitsfiling or submission that is necessary under the HSR Act, claimsthe Competition Act or such other Applicable Law. Each of Seller and Buyer shall keep each other apprised of the status of any communications with, actionsand any inquiries or requests for additional information from, investigations the FTC, the DOJ, the Commissioner under the Competition Act and any other applicable Governmental Authority and shall take reasonable best efforts to promptly provide any supplemental information reasonably requested in connection with the filings made hereunder pursuant to the HSR Act, the Competition Act or proceedingssuch other Applicable Law. Any such supplemental information shall be in substantial compliance with the requirements of the HSR Act, whether judicial the Competition Act or administrativesuch other Applicable Law. Each party shall provide the other party (or its external counsel in respect of competitively sensitive, challenging this Agreement privileged, or confidential matters) with reasonable opportunity to review and comment on all filings, applications and submissions under the consummation HSR Act, the Competition Act or such other Applicable Law. Neither Buyer nor Seller shall engage in any meetings or material communications with any Governmental Authority other than in the ordinary course, without counsel for the other party being advised of the same, and in any event shall promptly notify and provide copies to the other party’s counsel of any communications to or from a Governmental Authority in relation to the Agreement. Buyer and Seller shall use their commercially reasonable efforts to avoid or eliminate each and every impediment under the HSR Act, the Competition Act or such other Applicable Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably possible. If it is reasonably necessary to institute any action or proceeding to obtain any approval under the HSR Act, the Competition Act or such other Applicable Law for the transactions contemplated hereby, including, without limitation, seeking to have or if any stay action or temporary restraining order entered proceeding is instituted by any court or other a Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate Authority challenging the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any hereby as violative of the transactions contemplated by this AgreementHSR Act, the Competition Act or such other Applicable Law, Buyer and Seller shall use all their respective commercially reasonable efforts to ensure institute or defend any such action or proceeding; provided that Buyer shall have the Merger sole right to direct and control the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect defense of such statute action or regulation on proceeding with counsel of its own choosing, and Seller may, at its own expense, participate therein with counsel of its own choosing and Seller and Buyer agree to reasonably cooperate with each other with respect thereto. (c) Buyer shall not be required to (i) commit to or effect, by consent decree, hold separate order, or otherwise, the Mergersale, this Agreement divestiture or disposition of any businesses, product lines or assets relating to Buyer’s or its Affiliates’ business or the Business, the Included Assets, the Transferred Facilities, the real property and/or improvements, as applicable, leased pursuant to the Transferred Leases, the Included Liabilities or the Products, or (ii) otherwise take or commit to take actions that after the Effective Time would limit Buyer’s freedom of action with respect to, or its ability to retain, one or more of the businesses, product lines or assets of Buyer and its Affiliates or the transactions contemplated herebyBusiness, the Included Assets, the Transferred Facilities, the real property and/or improvements, as applicable, leased pursuant to the Transferred Leases, the Included Liabilities or the Products, except as provided in the following two sentences. Notwithstanding anything to the contrary in this Agreement, nothing solely to the extent required by an applicable Governmental Authority in order to resolve any objection under the HSR Act asserted by such Governmental Authority with respect to the transactions contemplated hereby and to enable the Closing to occur by the End Date (as may be extended in accordance with Section 9.1(b)), Buyer shall, and shall cause its Affiliates, to use its reasonable best efforts to hold separate or divest, at its election, either (x) the Applicable Business Brand or (y) the Applicable Buyer Brand, provided, however, that if Buyer elects the divestiture of the Applicable Buyer Brand, in no event shall Buyer or its Affiliates be required to hold separate or divest itself of the Trademark listed on Schedule 7.1(c), but, to the extent required, Buyer or its applicable Affiliates shall enter into a transitional trademark license agreement on terms reasonably acceptable to Buyer, pursuant to which Buyer or its applicable Affiliates shall license such Trademark listed on Schedule 7.1(c) to the purchaser of the Applicable Buyer Brand on a transitional basis not to exceed five (5) years. In connection with such holding separate or divestiture of the Applicable Business Brand or the Applicable Buyer Brand, Buyer shall also hold separate or divest, if required, the product lines (i.e., stock keeping units (SKUs)) relating to such Applicable Business Brand or Applicable Buyer Brand, as applicable, the goodwill exclusively relating to such brand, the recipes relating to such SKUs, and any existing inventory of such SKUs, and shall, if required, enter into co-manufacturing agreements, intellectual property licenses (solely for use in such business) and transition services arrangements, in each case, on terms reasonably acceptable to Buyer, but shall not otherwise be required to divest or hold separate any tangible or other assets (including know-how and patents). In the event that Buyer is required to divest the Applicable Business Brand or Applicable Buyer Brand pursuant to the preceding sentence, unless a Buyer Acquisition has occurred, Seller agrees to pay Buyer the Antitrust Loss-Sharing Amount on the later of (I) the Closing Date and (II) the date of consummation of such divestiture. (d) For the avoidance of doubt, Buyer and its Affiliates may enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition), subject to the following sentence. Notwithstanding the foregoing, in the event that Buyer or its Affiliates acquire a Person engaged in a Competitive Activity during the period from the date of this Agreement shall be deemed to require Purchaser through the earlier of the Closing Date and the Company or termination of this Agreement (a “Buyer Acquisition”), solely to the extent required by an applicable Governmental Authority in order to resolve any subsidiary or affiliate thereof objection under the HSR Act asserted by such Governmental Authority with respect to agree the transactions contemplated hereby and to any divestiture enable the Closing to occur by itself or any of its affiliates of shares of capital stock or of any businessthe End Date (as may be extended in accordance with Section 9.1(b)), assets or propertyBuyer shall, or shall cause its applicable Affiliates, to use best efforts to hold separate and/or divest the imposition portion of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control business of such assetsacquired Person engaged in the Competitive Activities. In addition, properties if Buyer enters into an agreement with respect to a Buyer Acquisition between the date of this Agreement and stockthe Closing Date, the Antitrust Loss-Sharing Amount shall no longer apply.

Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto Intellicell shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, Agreement including, without limitation, using reasonable efforts to accomplish the following: (i) with the taking assistance of all reasonable actions necessary to cause CWI, the conditions precedent set forth in this Agreement to be satisfied, prompt preparation and filing with the SEC of the Proxy Statement; (ii) with the obtaining assistance of CWI, such actions as may be required to have the Proxy Statement cleared by the SEC as promptly as practicable, including by consulting with CWI as to, and responding promptly to, any SEC comments with respect thereto; (iii) with the assistance of CWI, such actions as may be required to be taken under applicable state securities or Blue Sky laws in connection with the issuance of the shares of Intellicell Common Stock contemplated hereby; and (iv) the preparation and filing of all necessary actions or nonactionsother forms, waivers, consents, approvals, orders registrations and authorizations from Governmental Authority, and notices required to be filed to consummate the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), transactions contemplated hereby and the taking of all reasonable steps such actions as may be are necessary to avoid obtain any suitrequisite approvals, claimconsents, actionorders, investigation or proceeding exemptions, and waivers by any Governmental Authoritypublic or private third parties. Notwithstanding the foregoing, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may Intellicell shall not be required or desirable to agree, as a result of, condition to any governmental approval of or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of consents to the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery divest itself of any additional certificatesSubsidiary, instruments and other documents necessary division or business units which is material to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company Intellicell and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated Subsidiaries taken as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or propertya whole, or the imposition divestiture of any material limitation on the ability of any of them which would be reasonable likely to conduct their businesses or to own or exercise control of such assets, properties and stockhave a Material Adverse Effect.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article V to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by this AgreementTransactions, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each subject to the fiduciary duties of Purchaser and its Board, the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Transactions or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Transactions and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto shall will use its commercially all reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated by this Agreement and shall use all reasonable efforts to satisfy the conditions to the transactions contemplated hereby and to obtain all waivers, permits, consents and approvals and to effect all registrations, filings and notices with or to third parties or governmental or public bodies or authorities which are necessary or desirable in connection with the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitationbut not limited to, using reasonable efforts filings to accomplish the following: (i) extent required under the taking Exchange Act. Without limiting the generality of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfiedforegoing, (ii) the obtaining Parent as the sole stockholder of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authoritythe Purchaser, and the making Purchaser as a stockholder of all necessary registrationsthe Company, declarations will consent and/or vote in favor of the transactions contemplated hereunder, and filings (including registrationsCompany, declarations and filings with Governmental Authorities, if any)the Parent, and the taking of all reasonable steps as may be necessary to avoid Purchaser will vigorously defend against any suit, claim, action, investigation lawsuit or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedingsproceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, includingfrom time to time after the date hereof, without limitationfurther consideration, seeking the Company will, at its own expense, execute and deliver such documents to have any stay or temporary restraining the Parent as the Parent may reasonably request in order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement, use all commercially reasonable efforts from time to ensure that time after the Merger date hereof, without further consideration, each of the Parent and the other Purchaser will, at its own expense, execute and deliver such documents to the Company as the Company may reasonably request in order to consummate 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 Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto shall Company and Parent will use its commercially their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto 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 Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with furtherance and without limiting not in limitation of the foregoing, each of Purchaser Parent and the Company agrees to make an appropriate filing of a Notification and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable Report Form pursuant to the Merger, HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) In connection with the efforts referenced in Section 9.01(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, each of Parent and the Company shall use its reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (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 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 authority or, in connection with any proceeding by a private party, with any other Person. For purposes of this Agreement, use "Antitrust Law" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all commercially reasonable efforts other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to ensure that prohibit, restrict or regulate actions having the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the purpose or effect of such statute monopolization or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company restraint of trade or any subsidiary lessening of competition through merger or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockacquisition.

Reasonable Efforts. Upon (a) Subject to the terms and conditions of this Agreement (including Section 7.4 hereof) and applicable law, and (with respect to Parent) subject to the conditions set forth in this Agreementlast proviso of the following sentence, each of the parties hereto shall use its commercially 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 hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this AgreementAgreement as soon as reasonably practicable (or, (iv) the defending with respect to ministerial actions required of Parent or its directors, officers, employees or agents, promptly), including such actions or things as any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation other party hereto may reasonably request in order to cause any of the transactions contemplated hereby, including, without limitation, seeking conditions to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary such party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting generality of the foregoing, each of Purchaser the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (A) the Company preparation and its respective Board filing with the Commission of Directors shallthe Registration Statement, if the preliminary proxy statement referred to in Section 3.2, the Proxy Statement and any state takeover statute necessary amendments or similar statute or regulation is or becomes applicable supplements to the Merger, this Agreement or any of the transactions contemplated foregoing; (B) seeking to have such Registration Statement declared effective by this Agreement, use all the Commission as soon as reasonably practicable after filing; (C) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Stock Consideration; (D) using commercially reasonable efforts to ensure that obtain all required consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and to give all required notices to and to make all required filings with and applications and submissions to, any Governmental Entity or other Person, in each case required in order to cause any of the conditions to each other party's obligation to consummate the Merger and the other transactions contemplated hereby to be fully satisfied; (E) filing all pre-merger notification and report forms required under the Hart-▇▇▇▇▇ ▇▇▇ and responding to any requests for additional information made 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 Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything any Governmental Entity pursuant to the contrary Hart-▇▇▇▇▇ ▇▇▇; (F) using commercially reasonable efforts (which in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.case of

Reasonable Efforts. Upon the terms and subject to the conditions set forth in of this Agreement, unless, to the extent permitted by Section 4.10(b), the Board of Directors of the Company approves or recommends a Superior Proposal (as defined in Section 4.10(b)), each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Articles of Merger, includingsubject to the appropriate vote of stockholders of the Company described in Section 5.1(a), without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with Takeover Statutes), (iiiii) the giving of all notices and obtaining of all necessary consents, approvals or approvals, waivers and exemptions from third parties which may be required or desirable as a result ofparties, or including the notices, consents, approvals, waivers and exemptions set forth in connection with, Schedule 2.3 of the transactions contemplated by this AgreementCompany Letter, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger or this Agreement vacated or reversed, and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 4.2 and Section 5.2 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, if, there is a reasonable possibility that the defending of such actions would result in their dismissal, removal, elimination or termination, and (viv) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall discuss, in good faith, procedures to pursue third party consents and each shall use all reasonable efforts to pursue obtaining those consents (it being understood that failure to obtain any one or more such consents shall not give rise to a failure of a condition to Closing hereunder). In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, includingand to fully carry out the purposes of, without limitationthis Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, reversed and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, each of Purchaser and Buyer shall make filings under the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any HSR Act within five business days of the transactions contemplated by this Agreement, date hereof and shall use all commercially reasonable efforts to ensure that obtain an early termination of the Merger and waiting period under the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockHSR Act.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if anysuch as those referred to in Sections 3.01(d)(1)-(5) and 3.02(c)(1)-(5), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, (iiiii) the obtaining of all necessary consentswaivers, consents or approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding the foregoing, in connection with any filing or submission required or action to be taken by either Bethlehem or the Company to effect the Merger and to consummate the other transactions contemplated hereby, the Company shall not, without Bethlehem's prior written consent, commit to any divestiture transaction, and neither Bethlehem nor any of its affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its businesses, product lines or assets or any of the businesses, product lines or assets of Bethlehem or any of its affiliates or that otherwise would have a material adverse effect on Bethlehem. (b) In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Agreement, or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, or any other transaction contemplated by this Agreement, use take all commercially reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Merger and the other transactions contemplated hereby. Notwithstanding anything to the contrary in by this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 4.3, the Board of Directors of the Company approves or recommends a superior proposal, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the followingbut not limited to: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act, state takeover statutes and Gaming Laws), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger or this Agreement vacated or reversed, and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, . (b) The Company shall use all commercially reasonable efforts not to ensure that the Merger and the other transactions contemplated by take any action that, in any such case, might reasonably be expected to (i) cause any of its representations or warranties contained in this Agreement may that is qualified as to materiality to be consummated as promptly as practicable on the terms contemplated by untrue, (ii) cause any of its representations or warranties contained in this Agreement and otherwise that is not so qualified to minimize the effect be untrue in any material respect, (iii) result in a breach of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary any covenant made by it in this Agreement, nothing (iv) result directly or indirectly in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock the conditions to the Merger set forth in Article VI not being satisfied or of any business, assets or property, or the imposition of any material limitation on (v) impair the ability of any the parties to consummate the Merger at the earliest practicable time (regardless of them to conduct their businesses whether such action would otherwise be permitted or to own or exercise control of such assets, properties and stocknot prohibited hereunder).

Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, (iib) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iiic) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Company Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (ve) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Buyer and its board of Purchaser directors and the Company and its respective Board of Directors Sellers shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerAcquisition, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger Acquisition and the other transactions contemplated by this Agreement may to 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 Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and the Company Buyer or any subsidiary or affiliate thereof Sellers to agree to any divestiture by itself or any of its affiliates of shares of capital stock stock, membership interests or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties properties, stock and stockmembership interests.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its all commercially reasonable best efforts to take, or cause to be takentaken (including through its officers and directors and other appropriate personnel), all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, the Lease and the Management Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from the Governmental Authority, Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with the Governmental Authorities, if any), ) and the taking of all reasonable steps as may be necessary to obtain "Licenses" (as hereinafter defined) or waivers from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityAuthority (including in respect of any pari-mutuel or gaming laws), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations or proceedingsProceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, (iv) IWRA's introduction and facilitation of discussions between HBR and any third parties reasonably requested by HBR, including, without limitation, the Iowa Greyhound Association and all other Persons involved in the dog racing activities conducted at the Property, and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting Notwithstanding the foregoing, each of Purchaser and the Company parties acknowledge that HBR and its respective Board "Affiliates" (as defined below) are not obligated by any provision of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement to obtain any consent, approval, license, waiver, order, decree, determination of suitability or other authorization with respect to any limited partner of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect any Affiliate of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyHBR. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement Nothing herein shall be deemed to require Purchaser and the Company HBR or any subsidiary or affiliate thereof to agree to any divestiture by itself IWRA or any of its affiliates their respective Affiliates to take any steps (including without limitation the expenditure of shares funds) or provide any information to obtain any consent, approval, license, waiver, order, decree, determination of capital stock suitability or other authorization, other than is customary in the State of Iowa for such matters or are reasonably required to carry out the intent of this Agreement. As used in this section, an "AFFILIATE" of any businessPerson means another Person that, assets directly or propertyindirectly, through one or more intermediaries, controls, is controlled by, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise is under common control of with, such assets, properties and stockfirst Person.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or in connection with, the transactions contemplated by this Agreementincluding all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Company Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Company Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Company Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall will use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, including without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order adverse Order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Nothing set forth in this Section 6.03(a) will limit or affect actions permitted to be taken pursuant to Section 5.02 or 5.03. (b) In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shallParent will, if any and Parent will cause Sub to, (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the MergerOffer, this Agreement the Merger or any of the other transactions contemplated by this Agreementhereby, use and (ii) if any state takeover statute or similar statute or regulation becomes applicable thereto, take all commercially reasonable efforts action necessary to ensure that the Offer and the Merger and the such other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise to minimize the effect of such statute or regulation on the Mergerthereon. (c) Notwithstanding any other provision hereof, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall no event will Parent be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof required to agree to any divestiture by itself divestiture, hold- separate or other requirement in connection with this Agreement or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stocktransactions contemplated thereby.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including, but not limited to the provisions of Article VI, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Stock Purchase and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Company Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Buyer and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerStock Purchase, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger Stock Purchase and the other transactions contemplated by this Agreement may to 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 Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and Buyer or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable necessary to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this AgreementRequired Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company its board of directors and Seller and its respective Board board of Directors managers shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerAcquisition, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that enable the Merger Acquisition and the other transactions contemplated by this Agreement may to 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 Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof Seller to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stockstock in order to meet Legal Requirements.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing with the Commission of the Registration Statement, the preliminary proxy statement referred to in Section 3.2 and the Proxy Statement, and any necessary amendments or supplements to any of the foregoing, including providing information to the other parties as may be reasonably required in connection therewith; (ii) seeking to have such Registration Statement declared effective, by the Commission as soon as reasonably practicable after filing; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the most expeditious manner practicableissuance of the Merger Consideration; (iv) using commercially reasonable efforts to obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and to give all necessary notices to and to make all necessary filings with and applications and submissions to, any Governmental Entity or other Person required in order to cause any of the conditions to each other party's obligation to consummate the Merger and the transactions contemplated hereby as specified in Article VIII to be fully satisfied (collectively the "Required Filings"); (v) filing all pre-merger notification and report forms required under the ▇▇▇▇-▇▇▇▇▇ Act and responding to any requests for additional information made by any Governmental Entity pursuant to the ▇▇▇▇-▇▇▇▇▇ Act; (vi) using commercially reasonable efforts to lift any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity (an "Injunction") of any type referred to in Section 8.2(d), 8.3(d) or 8.4(d), or to cause to be rescinded or rendered inapplicable any statute, rule or regulation of any type referred to in Section 8.2(e); (vii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 8.2(j), 8.3(h) and 8.4(h); (viii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates and making all applications and filings as may be reasonably requested in connection with any of the foregoing; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby; provided, however, that in making any such filing or in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction, or causing to be rescinded or rendered inapplicable any statute, rule or regulation, or in taking any other action referred to in this sentence (a "Facilitating Approval"), (I) Parent and its Subsidiaries and Affiliates shall not be required to pay any consideration (other than customary filing fees and the like), divest or otherwise rearrange the composition of any assets or agree to any conditions, restrictions, requirements or other obligations which have, or are reasonably likely to have, a Parent Adverse Effect, (II) subject to Section 3.4(e), neither Liberty and its Subsidiaries and Affiliates nor the Company and its Subsidiaries and Affiliates shall be required to pay any material consideration, divest or otherwise rearrange the composition of any material assets or agree to any conditions or requirements which are, or are reasonably likely to be, materially adverse or materially burdensome to Liberty or the Company, as applicable, (III) without Liberty's prior consent (but subject to clause (ii) of the proviso in Section 3.4(b)), the Company and its Subsidiaries and Affiliates shall not amend in any material respect any material License or Contract, pay any material consideration, divest or otherwise rearrange the composition of any material assets or agree to any material conditions or requirements or make any material agreement or reach any understanding or arrangement with respect to the foregoing, in any such case other than in the ordinary course of business, and (IV) Liberty and the Company recognize that Parent may allocate resources in whatever manner it deems appropriate (including to the Parent May Transactions) in greater numbers and amounts, and more promptly, than to the transactions contemplated by this Agreement. For purposes of the foregoing proviso, the parties agree (without limitation of clause (ii) of the proviso in Section 3.4(b)) that (1) the Company's interest in Teligent is a material asset, (2) any material transactions involving the Company's interest in Teligent would be outside the ordinary course of business, and (3) subject to Section 3.4(e), Liberty shall not be required to agree or consent to a divestiture or rearrangement of the Company's interest in Teligent, or to any conditions or requirements relating to the Company's interest in Teligent (including, without limitation, using any such conditions or requirements relating to the ownership and governance of Teligent following the Merger) other than those contained in the agreements and other instruments set forth in Section 4.1(2)(a) of the Company Disclosure Schedule. Prior to a party making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, such party shall provide the other parties with drafts thereof and afford the other parties a reasonable efforts opportunity to accomplish comment on such drafts. (b) Notwithstanding the following: foregoing or any other provision of this Agreement, the parties agree and acknowledge that in order to obtain a Facilitating Approval, the Company or its Subsidiaries may take any reasonable action with respect to any property, asset (including any License or Contract) or business of the Company or its Subsidiaries (other than the Company's equity interests in Teligent or Parent (including the Parent Common Stock, the Class A Liberty Group Stock and the Class B Liberty Group Stock)), including divesting or otherwise rearranging the composition thereof in a commercially reasonable manner, agreeing to any reasonable conditions or requirements (including, without limitation, reasonable restrictions or limitations on the ability of the Company or any of its Subsidiaries to engage in certain businesses following the Merger that do not purport to apply to Parent, Liberty or any of their respective Subsidiaries and Affiliates (other than the Company and its Subsidiaries)), or entering into any reasonable agreement, understanding or arrangement providing for the foregoing; provided, that (i) none of the taking foregoing shall purport to be binding with respect to or otherwise affect any property, asset or business of all reasonable actions necessary Parent, Liberty and their respective Subsidiaries and Affiliates (other than those of the Company and its Subsidiaries) and (ii) in the event (A) of a Parent Impeding Transaction or a Liberty Impeding Transaction or (B) of the delivery of a Blocking Approval Notice, or (C) of the delivery of a Section 3.4(c)(ii) Delay Notice, the Company may engage in a Permitted Teligent Disposition to cause the conditions precedent extent that the Company determines in good faith that such Permitted Teligent Disposition would, or would be reasonably likely to, facilitate the Closing, in which event (x) the Company shall reasonably advise Liberty regarding the status and proposed material terms of any possible Permitted Teligent Disposition, except to the extent the Company reasonably determines in its good faith judgment, after consultation with the Company's outside legal counsel, that to do so would be, or would be reasonably likely to be, inconsistent with the proper discharge of fiduciary duties (of the Company's representatives on Teligent's board of directors or otherwise) under applicable law and (y) the parties acknowledge that any action taken by the Company or Teligent or any of their respective Subsidiaries, or by any officer, director, employee, agent or representative of the Company or Teligent or of their respective Subsidiaries acting in their capacity as such, in connection with entering into an agreement providing for, or consummating, a Permitted Teligent Disposition pursuant to and in accordance with this clause (ii), shall not constitute a breach or violation of any provision of Sections 7.4 or 7.5 or of any representation, warranty or other provision hereof to the extent applicable to the direct or indirect interest of the Company in Teligent. (c) Notwithstanding anything to the contrary in this Agreement or any other document executed in connection herewith, the parties hereto agree and acknowledge that (i) except to the extent set forth in Sections 3.11, 3.12, 3.13, 3.14, 5.4, 7.13 and 7.15 and Section 1.1 of the supplement to the Inter-Group Agreement being executed in connection herewith, (A) neither this Section 3.4 nor any other provision of this Agreement to be satisfiedor any other document executed in connection herewith shall prevent, inhibit or in any way restrict the right of Parent or any of its Subsidiaries or Affiliates from engaging in any merger, acquisition, business combination, stock repurchase, stock issuance or other transaction or business opportunity (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if anya "Parent Transaction"), including the Parent May Transactions and the taking of all reasonable steps as may be necessary to avoid any suitParent Impeding Transaction, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, even if such Parent Transaction would materially interfere with the transactions contemplated by this Agreement, and (B) the pursuit and/or consummation by Parent or any of its Subsidiaries of any Parent Transaction (including any or all of the Parent May Transactions) shall be deemed not to be a breach of any provision of this Agreement or any such other document; (ii) if Parent determines in good faith that there is a reasonable possibility that it would not obtain a Facilitating Approval (which term, as used in this subparagraph (ii), relates to the matters described in the definition of "Facilitating Approval," but to be obtained with the purpose of consummating the Parent May Transactions, as opposed to the transactions contemplated hereby) required in connection with a Parent May Transaction (a "Parent May Approval") or would obtain such Parent May Approval only subject to a condition, limitation or restriction that could reasonably be expected to have a Parent Adverse Effect, in either case, as a result of the consummation of the Merger, then Parent shall promptly notify Liberty and the Company of such determination and of its intention to delay consummation of the Merger (a "Section 3.4(c)(ii) Delay Notice"), in which event, notwithstanding any other provision of this Agreement, Parent may delay the consummation of the Merger until the earlier of (A) such time as Parent obtains such Parent May Approval and (B) such time as Parent can no longer reasonably conclude that there is a reasonable possibility that such Parent May Approval would not be obtained or would be obtained only subject to any such condition, limitation or restriction, in either case were the Merger consummated. Upon the occurrence of either condition described in clauses (A) or (B) above, Parent shall give prompt notice to Liberty and the Company to such effect (a "3.4(c)(ii) Resumption Notice"). Following the delivery of a Section 3.4(c)(ii) Delay Notice, the Company may terminate this Agreement on five business days written notice to Parent and Liberty (provided, that on the date of such termination Parent has not delivered a 3.4(c)(ii) Resumption Notice). (iii) Parent may delay the filing of the Registration Statement with the Commission (and, if so requested by Parent, the Company shall delay the filing of the preliminary proxy statement referred to in Section 3.2(a)) until such time no later than 45 days following the filing of the preliminary proxy statement relating to the Parent May Transactions with the Commission as may be so requested by Parent, but in any event no later than September 30, 1999, in any such case to the extent that Parent determines in good faith that there is a reasonable possibility that the failure to delay such action would interfere with or delay the Parent May Transactions (including the mailing of the proxy statement/prospectus relating to the Parent May Transactions); (iv) if Parent determines in good faith that it is reasonably likely that it will not obtain a Parent May Approval or will obtain such Parent May Approval only subject to a condition, limitation or restriction that would have a Parent Adverse Effect, in either case, as a result of the defending prior receipt of a Facilitating Approval required in connection with the Merger (a "Blocking Approval"), then Parent shall give prompt written notice of such determination to the Company and Liberty (any suitssuch notice, claimsa "Blocking Approval Notice"), actionswhereupon the parties shall, investigations or proceedingsand shall cause their respective Subsidiaries and Affiliates to, whether judicial or administrativecooperate with one another and use commercially reasonable efforts to cause to be removed the impediment with respect to such Parent May Approval caused by the Blocking Approval. If as of the date that is 65 business days following the date of such Blocking Approval Notice to the Company and Liberty (or, challenging if earlier, the date that Parent could otherwise consummate the Parent May Transactions were this Agreement terminated (or the impediments with respect to all Blocking Approvals were removed)), either the Company or Parent may terminate this Agreement on five business days written notice to each of the other parties (provided that at the time of such further notice Parent continues to believe in good faith that it is reasonably likely that it will not obtain such Parent May Approval, or will obtain such Parent May Approval only subject to a condition, limitation or restriction that would have a Parent Adverse Effect, in either case as a result of the prior receipt of such Blocking Approval notwithstanding any efforts of the parties pursuant to the previous sentence to remove the impediment with respect to such Blocking Approval). (d) Subject to Section 9.2(c) with respect to Section 3.4(e), the parties acknowledge that, except as otherwise provided in Sections 3.11, 3.12, 3.13, 3.14, 5.4 and 7.13, neither this Section 3.4 nor any other provision of this Agreement shall restrict the right or ability of Liberty or any of its Subsidiaries or Affiliates from pursuing or engaging in any acquisition or other transaction which could, or could reasonably be expected to, adversely affect or delay the ability of Parent or Merger Sub to consummate the Merger, including any Liberty Impeding Transaction. (e) If, prior to the Closing, Parent, Liberty, or any of their respective Subsidiaries or Affiliates enters into an agreement providing for a Parent Impeding Transaction or a Liberty Impeding Transaction, then, upon the request of the Company, Liberty will use, and will cause each applicable Liberty Affiliate to use, its commercially reasonable efforts to cause the specified conditions to the consummation of the Merger listed in the definitions of the terms Parent Impeding Transaction and Liberty Impeding Transaction to be satisfied, to the extent practicable on the part of Liberty and the other Liberty Affiliates, notwithstanding such agreement or the consummation of such Parent Impeding Transaction or such Liberty Impeding Transaction, including the transactions contemplated hereby, including, without limitation, seeking making of commercially reasonable commitments and undertakings to have any stay or temporary restraining order entered by any court the FCC or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.Entities

Reasonable Efforts. Upon (a) The Company and Egghead shall, and shall use all reasonable efforts to cause their respective Subsidiaries to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable laws with respect to the Merger and the other transactions contemplated hereby and will cooperate with each other with respect thereto; (ii) use all reasonable efforts to promptly take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate to satisfy the conditions set forth in Article VIII and to consummate and make effective the transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, each herein as soon as practicable (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation); and (iii) not take any action which might reasonably be expected to impair the ability of the parties hereto to consummate the Merger at the earliest possible time (regardless of whether such action would otherwise be permitted or not prohibited hereunder). (b) Without limiting the generality of the foregoing, the Company and Egghead shall use its commercially reasonable best efforts (i) cooperate in the preparation and filing of such materials as may be required in order to take, or cause to be taken, all actionscomply with the requirements of the HSR Act, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using (ii) use commercially reasonable efforts to accomplish prevent the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth entry in this Agreement to be satisfied, (ii) the obtaining of all necessary actions a judicial or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid administrative proceeding brought under any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending antitrust law of any suits, claims, actions, investigations permanent or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court preliminary injunction or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any order that would make consummation of the transactions contemplated by this Agreement in accordance with the terms hereof unlawful, or would prevent, delay or impose conditions on such consummation. Notwithstanding any other provision of this Agreement, use all commercially reasonable efforts in response to ensure that any action taken or threatened to be taken by any court or Governmental Body, Egghead shall not be required under this Agreement to sell, license or otherwise dispose of, hold separate or otherwise divest itself of any portion of its business or assets or any portion of the Merger and business or assets of the other Surviving Corporation or agree to any limitations or restrictions in connection with its operation of such businesses which are likely to have a material effect on the expected benefits of the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise hereby to minimize the effect of such statute or regulation on the MergerEgghead, this Agreement and in order to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the taking of all actions set forth on Schedule 6.6(d); (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vvi) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Lease Document conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company payment of a consent fee, “profit sharing” payment or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or propertyother consideration (including increased rent payments), or the imposition provision of any material limitation on additional security (including a guaranty), the ability of any of them Company shall be solely responsible for making all such payments or providing all such additional security and the terms thereof shall be subject to conduct their businesses or to own or exercise control of such assets, properties and stockParent’s approval.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, includingthe Stockholders Agreements and the Option Agreements, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Stockholders Agreements or any of the Option Agreements or the consummation of the Merger or the other transactions contemplated herebyby, includingand to fully carry out the purposes of, without limitationthis Agreement, the Stockholders Agreements and the Option Agreements, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. , the Stockholders Agreements and the Option Agreements. (b) In connection with and without limiting the foregoing, each of Purchaser and the Company IXC and its respective Board of Directors shall, if any and CBI and its Board of Directors shall make reasonable efforts to: (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger, this Agreement Stockholders Agreements or any of the Option Agreements or the Merger or any of the other transactions contemplated by this Agreement, use the Stockholders Agreements or any of the Option Agreements and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholders Agreements, any of the Option Agreements, the Merger or any other transactions contemplated by this Agreement, the Stockholders Agreements or any of the Option Agreements, take all commercially reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Agreement, the Stockholders Agreements and the Option Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, the Stockholders Agreements and the Option Agreements and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing the Stockholders Agreements, the Option Agreements, the Merger and the other transactions contemplated by this Agreement, the Stockholders Agreements and the Option Agreements. Nothing in this Agreement shall be deemed to require Purchaser and the Company CBI to agree to, or proffer to, divest or hold separate any assets or any subsidiary or affiliate thereof to agree to portion of any divestiture by itself business of CBI, IXC or any of its affiliates their respective Subsidiaries if the Board of shares Directors of capital stock or CBI determines that so doing would materially impair the benefit intended to be obtained by CBI in the Merger. Without limiting the generality of the foregoing, IXC shall give CBI the opportunity to participate in the defense of any businesslitigation against IXC and/or its directors relating to the transactions contemplated by this Agreement, assets or property, or the imposition of any material limitation on Stockholders Agreements and the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockOption Agreements.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things 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, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. ; provided, however, that Parent will not be required to agree to, or proffer to, (i) divest or hold separate any of Parent's, Target's or any of their respective subsidiaries' or affiliates' businesses or assets (other than de minimis divestitures of immaterial assets) or (ii) cease to conduct business or operations in any jurisdiction in which Parent, Target or any of their respective subsidiaries conducts business or operations as of the date of this Agreement. (b) In connection with and without limiting the foregoing, each of Purchaser and the Company Target and its respective Board of Directors shall, if any and Parent and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this AgreementAgreement or any other transaction contemplated hereby, use take all commercially reasonable efforts action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the MergerOffer, this Agreement the Merger and the other transactions contemplated hereby. Notwithstanding anything to the contrary in by this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Company Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each the Purchaser and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require the Purchaser and or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 7.2 and Section 7.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VIII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this AgreementRegulatory Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser Parent and the Company and its their respective Board Boards of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions -67- C:\WINDOWS\temp\Merger Agreement.doc (265888) contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, to satisfy the conditions to the obligations to consummate the Merger, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in the most expeditious manner practicable, the Merger order to consummate and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, it is expressly understood and agreed that Parent shall have no obligation to litigate or contest, any Action or any order, including any suit, objection, requirement or other action by the United States Federal Trade Commission (iv) the defending “FTC”), the United States Department of Justice, any suitsother such governmental authority, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any private party with respect to the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viii) nothing in this Agreement will require, or be deemed to require, the execution parties to this Agreement to agree to sell, hold separate, divest, discontinue or delivery limit, any assets, businesses or interest in any assets or businesses of any additional certificates, instruments and other documents necessary to consummate Parent or the transactions contemplated by, and to fully carry out the purposes of, this AgreementCompany. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, Merger and this Agreement or any of the transactions contemplated by this Agreementhereby, use all commercially reasonable best efforts to ensure that the Merger and this Agreement, and the other transactions contemplated by this Agreement hereby 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 Merger, this Agreement Agreement, and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (iia) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act, the EC Merger Regulation, any other applicable antitrust statute and state takeover statutes), (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger or this Agreement vacated or reversed, and (vd) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement; PROVIDED, use all commercially reasonable efforts to ensure HOWEVER, that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute foregoing shall not require (i) Parent or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company to make any divestiture or any subsidiary or affiliate thereof to agree consent to any divestiture by itself in order to fulfill any condition or obtain any of its affiliates of shares of capital stock consent, authorization or of any business, assets approval or propertyto appeal an injunction or order, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control post a bond in respect of such assetsappeal or (ii) Parent to comply with any request for additional information from any Governmental Entity, properties and stockcompliance with which would be, after Parent's good faith efforts to negotiate with such Governmental Entity the narrowing of the scope of such request, unduly burdensome or expensive (it being understood that a "second request" for information from any Governmental Entity in connection with filings made under the HSR Act would not necessarily be unduly burdensome or expensive).

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate obtain the adoption of this Agreement by the stockholders of the Company as contemplated by Sections 4.1(a) and make effective4.2(a) hereof and to consummate, in the most expeditious manner practicableas soon as practicable following such approval, the Merger and the other transactions contemplated by this Agreement and the Distribution Agreement, including, without limitation, using reasonable efforts but not limited to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (iia) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act), (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Distribution Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable respect to the Merger, this Agreement or the Distribution Agreement vacated or reversed, (d) the execution and delivery of any of additional instruments necessary to consummate the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything Distribution Agreement and (e) causing all conditions to the contrary parties' obligations to consummate (i) the Merger set forth in this AgreementArticle 4 hereof and (ii) the Distribution set forth in Section 2.1(b) of the Distribution Agreement to be satisfied. The Company and UNITRIN, nothing in this Agreement upon the other's request, shall be deemed provide all such information reasonably necessary to require Purchaser accomplish the foregoing concerning the party's business and affairs to the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockother party.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), and ) in connection with the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityAcquisition, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Company Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing, each Parent and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerAcquisition, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger Acquisition and the other transactions contemplated by this Agreement may to 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 Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders licenses and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or license from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreements, or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, ; this Agreement. In connection with and without Without limiting the foregoing, each of Purchaser the Company and Parent shall use all reasonable efforts and cooperate in promptly preparing and filing as soon as practicable, and in any event within 15 business days after executing this Agreement, notifications under the HSR Act and related filings in connection with the Merger and the other transactions contemplated hereby, and to respond as 26 (b) In connection with, but without limiting, the foregoing, the Company and its respective Board of Directors shall, if any shall (i) use all reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the MergerStockholder Agreements, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Stockholder Agreements, the Merger or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Merger and the other transactions contemplated hereby. Notwithstanding anything to the contrary in by this Agreement, nothing in this Agreement shall be deemed to require Purchaser . (c) Each of Parent and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or shall promptly provide the other with a copy of any business, assets inquiry or property, or the imposition request for information (including notice of any material limitation on oral request for information), pleading, order or other document either party receives from any Governmental Entities with respect to the ability of any of them matters referred to conduct their businesses or to own or exercise control of such assets, properties and stockin this Section 5.05. SECTION 5.06.

Reasonable Efforts. (i) Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties hereto shall to this Agreement will use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Section 6 are satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, includingincluding the Merger following the Closing as promptly as practicable, without limitation, using reasonable efforts to accomplish the following: including (iA) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consentsconsents and approvals from any Governmental Entity, approvals(B) making, orders and authorizations from Governmental Authorityas promptly as practicable, and the making of all necessary registrations, declarations and appropriate filings (including registrations, declarations and filings with Governmental Authoritiesunder any Foreign Merger Control Law, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authorityrequired, (iiiC) the obtaining of all necessary consents, approvals or waivers from from, or taking other actions with respect to, third parties which may necessary or advisable to be required obtained or desirable as a result of, or taken in connection with, with the transactions contemplated by this Agreement, (ivD) the defending subject to first having used its commercially reasonable efforts to negotiate a reasonable resolution of any suitsobjections underlying Legal Actions, claims, actions, investigations or proceedingsdefending and contesting any such Legal Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vE) the execution or delivery of executing and delivering any additional certificates, instruments and other documents necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In connection with . (ii) Parent and without limiting the foregoing, each of Purchaser Merger Sub and the Company will cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions contemplated by this Agreement, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its respective Board advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to or received from any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (A) as necessary to comply with contractual arrangements, (B) as necessary to address good faith legal privilege or confidentiality concerns and (C) as necessary to comply with applicable Law. Neither Parent and Merger Sub nor the Company shall consent to any voluntary extension of Directors shall, if any state takeover statute statutory deadline or similar statute waiting period or regulation is or becomes applicable to any voluntary delay of the Merger, consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned). (iii) Each of Parent and Merger Sub and the Company will promptly inform the other party upon receipt of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent and Merger Sub or the Company (or any of their respective affiliates) receives a request for additional information or documentary material from any such Person that is related to the transactions contemplated by this Agreement, use all commercially reasonable efforts then such party will endeavor in good faith to ensure that the Merger make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless, except where prohibited by Law, it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with any Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use its commercially reasonable efforts (A) to resolve any objections that may be consummated as promptly as practicable on asserted with respect to the terms transactions contemplated by this Agreement under any antitrust, competition, premerger notification, trade regulation or merger control Law, including (subject to first having used commercially reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding, and (B) 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 and otherwise to minimize the effect have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in by this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its all commercially 42 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or in connection with, the transactions contemplated by this Agreementincluding all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions (a) Except as otherwise set forth in this Agreement, each of prior to the parties hereto Closing, Parent, Merger Sub and the Company shall use its their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under any applicable Laws or this Agreement to consummate and make effective, in effective the most expeditious manner practicable, Transactions as promptly as reasonably practicable following the Merger and the other transactions contemplated by execution of this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions, (ii) the satisfaction of the other parties’ conditions to consummating the Transactions, (iii) taking of all reasonable actions necessary to cause the conditions precedent set forth obtain (and to cooperate with each other in this Agreement to be satisfiedobtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (ii) the obtaining of which actions shall include furnishing and filing all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authoritiesinformation required, if any), under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by Parent, Merger Sub, the Company or any of their respective Subsidiaries in connection with the Transactions or the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation action contemplated by the Transactions or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending execution and delivery of any suitsadditional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Additionally, claimseach of Parent and the Company shall use all commercially reasonable efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date of this Agreement that reasonably would be expected to materially delay the obtaining of, actionsor result in not obtaining, investigations any permission, approval or proceedingsconsent from any Governmental Entity necessary to be obtained prior to Closing. (b) Prior to the Closing, whether judicial each party hereto shall promptly consult with the other parties to this Agreement with respect to, provide any necessary information with respect to and provide the other parties hereto (or administrativetheir counsel) copies of, challenging all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party to this Agreement shall promptly inform the other parties to this Agreement of any communication from any Governmental Entity regarding any of the Transactions. If any party to this Agreement or any Affiliate of any such party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties to this Agreement, an appropriate response in compliance with such request. To the extent that transfers of any permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the transactions contemplated herebyTransactions, includingthe Company, without limitationParent and Merger Sub shall use their respective commercially reasonable efforts to effect such transfers. (c) The Company and Parent shall take all reasonable actions necessary to file, seeking as promptly as practicable, but in any event no later than twenty (20) Business Days after the date of this Agreement, any required notifications under the HSR Act or foreign equivalent and to have respond, as promptly as practicable, to any stay inquiries received from the Federal Trade Commission and the Antitrust Division of the DOJ for additional information or temporary restraining order entered by documentation and to respond, as promptly as practicable, to all inquiries and requests received from any court state Attorney General or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In in connection with and without limiting antitrust matters. (d) For the foregoingavoidance of doubt, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially a party’s reasonable efforts shall not be deemed or interpreted to ensure that include: (i) proposing, negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect sale, divestiture, license or disposition of businesses, product lines or assets of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself party or any of its affiliates Subsidiaries or other Affiliates or (ii) in the case of shares Parent or Merger Sub, the taking of capital stock (or committing to take) actions that would be expected to limit Parent’s or any of any business, assets its Subsidiaries’ or propertyAffiliates’ freedom of action with respect to, or the imposition of any material limitation on the ability of its or any of them their ability to conduct retain, one or more of the businesses, product lines or assets of the Company, Parent or any of their businesses respective Subsidiaries or to own or exercise control of such assets, properties and stockother Affiliates.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto shall to this Agreement agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, do or cause to be done, and to assist and cooperate with the other parties hereto in doing, done all things necessary, proper proper, or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated by this Agreement, and shall use all reasonable efforts to obtain as soon as practicable, and, in any event prior to the most expeditious manner practicableClosing Date, all Consents, authorizations, order and approvals required in connection with, and waivers of violations, breaches and defaults that may be caused by, the consummation of the Merger and the other transactions contemplated by this Agreement, and to make all declarations, filings and registrations, required to be obtained or made by it pursuant to any law (including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, 1933 Act and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if anyExchange Act), and the taking of all reasonable steps as may be necessary regulation, order agreement or instrument prior to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of consummating the transactions contemplated hereby, includingwhether any such consent, without limitationwaiver, seeking authorization or approval, or such declaration, filing or registration, is to have be obtained from or made with private parties or governmental or regulatory authorities. As used in this Agreement, "reasonable efforts" shall not include any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) obligation on the execution or delivery part of any party to agree to any material adverse modification of the terms of any document or contractual arrangement or to prepay or incur additional certificates, instruments and other documents material obligations to any person that would be effective prior to the Effective Time. In case at any time after the Effective Time any further action is necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, of this Agreement. In connection with , the proper officers and without limiting the foregoing, directors of each of Purchaser and the Company and its respective Board of Directors shall, if any party to this Agreement shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes so applicable to the Merger, this Agreement or any of the other transactions contemplated by this Agreement, use all commercially reasonable efforts and (ii) if any state takeover statute or similar statute or regulation becomes so applicable to ensure that the Merger and Merger, this Agreement or any of the other transactions contemplated by this Agreement 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 Merger, this Agreement Merger and the other transactions contemplated hereby. Notwithstanding anything by this Agreement. (b) Subject to the contrary terms and conditions provided herein, Encore agrees to use all reasonable efforts to obtain promptly those Required Consents required in connection with the Merger as set forth in the Encore Disclosure Schedule; provided, however, that this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.Section 6.03