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 agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their 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 agrees to 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 including, without limitation, using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts actions necessary to cause the conditions precedent set forth in Article VI this Agreement to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, 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 EntityAuthority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of of, or in connection with, the transactions contemplated in 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 including, without limitation, 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 reasonably 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, Parent and its board each of directors Purchaser and the Company and its board respective 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 its all commercially reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this AgreementAgreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrarycontrary in this Agreement, nothing in this Agreement shall be deemed to require Parent or 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 business 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 Each of the parties agrees to 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 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 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 hereby as promptly as is reasonably practicable after the execution of this Agreement, including using commercially reasonable efforts to accomplish the following: (iB) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entitiesresolve such objections, if any) and the taking of all reasonable steps , as may be necessary asserted by any Governmental Entity with respect to avoid the Merger and the transactions contemplated hereby and (C) undertake any suitreasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, claimParent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to 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 otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, investigation a “Burdensome Condition”) or (y) is not conditioned on the 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 objection, action or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their 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 agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anyincluding 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 Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors Agreement and the Company and its board Stockholder Agreement; provided, however, that none 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or propertyshall be required to agree to, or the imposition of proffer to, (i) divest or hold separate, or enter into any material limitation on the ability of licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of them Parent's, the Company's or any of their respective affiliates' businesses or (ii) cease to conduct their business or to own operations in any jurisdiction in which Parent, the Company or exercise control any of such assets, properties and stocktheir respective subsidiaries or affiliates conducts business or operations as of the date of this Agreement.

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 agrees 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause ensure that the conditions precedent set forth in Article VI are satisfied and to be satisfiedconsummate the transactions contemplated by this Agreement as promptly as practicable, including (iii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (ii) if applicable, making, as promptly as practicable, an appropriate filing with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the 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, as applicable, which 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 HSR Act, (iii) the making, as promptly as practicable, appropriate filings under any Foreign Merger Control Law, if required, (iv) obtaining of all consents, approvals or waivers from from, or taking other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement (provided, however, in no event shall obtaining such consents, approvals or waivers be required as a result of the transactions contemplated in this Agreementcondition 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed 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 instruments reasonably necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business 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 provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 effective the transactions contemplated hereby, including seeking to have cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement for the purpose of securing to enable the Merger and parties hereto the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that Parent shall not be deemed to require Parent or the Company required to agree to (x) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its affiliates of shares of capital stock or of any business, assets or propertyproperties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any material limitation on the ability of any of them Parent, its subsidiaries or affiliates or the Company to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such assetsaction described in (x), properties and stock(y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with 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 agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, ; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed ; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.

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

Reasonable Efforts. Upon the terms and subject Each party to the conditions set forth in this Agreement, each of the parties agrees to Agreement shall use its commercially reasonable efforts to take, or cause to be taken, all lawful actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things lawful things, necessary, proper or advisable to consummate carry out the intent and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by purposes of this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth applying for, obtaining and maintaining in Article VI to be satisfied, (ii) the obtaining of effect all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and 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 EntityAuthority, (iiiii) the obtaining of all other necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging the legality or validity of this Agreement or the consummation of the transactions contemplated herebyany part hereof, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed and (viv) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the intent and purposes of, of this Agreement. In connection with and without limiting the foregoing; provided, Parent and its board of directors and the Company and its board of directors shallhowever, 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, that nothing in this Agreement Section 5.2 shall require any such party to agree to, approve or otherwise be deemed bound by or satisfy any condition of any kind referred to require Parent in Section 6.3 or the Company to agree to any divestiture by itself change to or waiver of the terms of this Agreement or either Call Agreement or any of its affiliates of shares of capital stock or waiver of any businessbreach or violation hereof or thereof or any rights or remedies with respect thereto. Without limiting the generality of the foregoing, assets or propertythe parties will cooperate with each other in seeking to structure any Approved Sale in the most tax- efficient manner reasonably possible, or consistently with the imposition essential purposes and intent of any material limitation on the ability applicable provisions of any of them to conduct their business or to own or exercise control of such assets, properties and stockthis Agreement.

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 agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, ; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals 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 any of its Subsidiaries listed on Schedule 5.9(d)(iii) as are required as a result of thereunder in connection with the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed ; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their 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 (a) Each of the parties agrees Company, Parent and Merger Sub agree to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement 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 accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of obtain all necessary actions, waivers, consents, approvals, orders waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and authorizations from Governmental Entities and the making of giving all necessary registrations, declarations notices to and filings (including registrations, declarations and making all necessary filings with and applications and submissions to, any Governmental EntitiesEntity or other Person required to be obtained or made by Parent, if any) and 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-Xxxxx Xxx and responding to any requests for additional information made by any Governmental Entity pursuant to the Hart-Xxxxx Xxx; (iv) using commercially reasonable steps efforts to lift any Injunction of any type referred to in Section 7.1(c); (v) 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 (vi) in general, using commercially reasonable efforts to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of consummate and make effective the transactions contemplated thereby; provided, however, that in making any such filing and in order to obtain any consent, 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 or other Person in connection with this Agreement, (iv) each party shall provide the defending of other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. In case at any suits, claims, actions, investigations time after the Effective Time any further action is necessary or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking desirable to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially their reasonable best efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of take all such assets, properties and stockaction.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate 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 using commercially reasonable efforts including, but not limited to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (iia) the obtaining of all necessary actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, 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 EntityEntity (including those in connection with the HSR Act), (iiib) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts Agreement and the Distribution Agreement and (e) causing all conditions to enable the parties' obligations to consummate (i) the Merger set forth in Article 4 hereof and (ii) the other transactions contemplated by this Distribution set forth in Section 2.1(b) of the Distribution Agreement to be consummated as promptly as practicable on satisfied. The Company and UNITRIN, upon the terms contemplated by this Agreement. Notwithstanding anything herein other's request, shall provide all such information reasonably necessary to accomplish the foregoing concerning the party's business and affairs to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockother party.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to the Offer and to the Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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 Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting , but the foregoingParent will not be required to agree to, Parent and its board or proffer to, (i) divest or hold separate any of directors and the Company and its board of directors shallParent's, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement 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 transactions contemplated by this AgreementParent, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their respective Subsidiaries conducts business or to own or exercise control operations as of such assets, properties and stockthe date of this Agreement.

Reasonable Efforts. Upon Subject to the terms and subject to the ------------------- conditions set forth in of this Agreement, each of the parties hereto agrees to use its commercially all reasonable 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 in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective as soon as reasonably practicable the Transactions including (a) cooperating in the preparation and filing of all applications, requests, consents and other filings required by applicable Governmental Authorities or Courts, including filings required by the HSR Act and Exon-Xxxxxx, the Offer Documents, the Schedule 14D-9, the Proxy Statement and any amendments and supplements to any thereof; (b) taking all action reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts secure any necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result parties, including under existing debt obligations of the transactions contemplated in this AgreementCompany and its Subsidiaries or to amend the notes, indentures or agreements relating to such existing debt obligations to the extent required by such notes, indentures or agreements, or to redeem or repurchase such debt obligations; (ivc) the defending of contesting any suits, claims, actions, investigations or proceedingspending legal proceeding, whether judicial or administrative, challenging this Agreement relating to the Offer or the consummation of the transactions contemplated herebyMerger, including seeking to have any stay or temporary restraining order entered by any court Court or other Governmental Entity Authority vacated or reversed reversed; and (vd) the execution or delivery of executing any additional instruments reasonably necessary to consummate the transactions contemplated by, and Transactions. In case at any time after the Effective Time any further action is necessary to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 hereto shall use its commercially all reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of take all such assets, properties and stocknecessary action.

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 agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed hereby and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable acts steps as may be necessary to cause obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required under the conditions precedent set forth in Article VI to be satisfiedHSR 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, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In Subject to Applicable Laws relating to the exchange of information, Apogent and Fxxxxx 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 Fxxxxx 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 and without limiting the foregoing, Parent and its board of directors and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the terms and subject conditions of this Agreement and without limitation to the conditions set forth in this Agreementprovisions of Section 6.6 hereof, each of the parties hereto agrees to use its commercially all reasonable 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 in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements (including, without limitation, (i) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Form 10, the Information Statement and any amendments to any thereof; (ii) cooperating in making available information and personnel in connection with presentations, whether in writing or otherwise, to prospective lenders to Parent and Purchaser that may be asked to provide financing for the transactions contemplated by this Agreement; (iii) taking of all action reasonably necessary, proper or advisable to consummate secure any necessary consents or waivers under existing debt obligations of the Company and make effectiveits Subsidiaries or amend the notes, in indentures or agreements relating thereto to the most expeditious manner practicableextent required by such notes, indentures or agreements or redeem or repurchase such debt obligations; (iv) contesting any pending legal proceeding relating to the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed Spin-Off; and (v) the execution or delivery of executing any additional instruments reasonably necessary to consummate the transactions contemplated by, hereby and thereby). In case at any time after the Effective Time any further action is necessary to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 hereto shall use its commercially all reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreementtake all such necessary action. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.19

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of obtain all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of to make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, 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 Entity, (iii) the obtaining of to obtain all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to seek to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution to execute or delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

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 agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreementhereby, including using commercially all reasonable efforts to accomplish the following: following (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI IX to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents (provided, that the parties required as 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 more such consents, in and of itself, shall not constitute a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed 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 instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent the Company and its the Company's board of directors and the Company and its board of directors shallwill, 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 its commercially all reasonable efforts to enable ensure that the Company Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Company Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockother transactions contemplated hereby.

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 agrees to Eligible Holder exercising its Exchange Right and Silver King shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective such Exchange as soon as reasonably practicable following the most expeditious manner practicable, the Merger and the other transactions contemplated receipt or delivery by this AgreementSilver King of an Exchange Notice, including using commercially such actions or things as Silver King or such Eligible Holder may reasonably request in order to cause the consummation of an Exchange following the receipt or delivery by Silver King of an Exchange Notice. Without limiting the generality of the foregoing, such Eligible Holder and Silver King shall (and shall cause their respective subsidiaries, 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) the taking of obtaining all reasonable acts necessary Governmental Consents and Contract Consents, and giving all necessary Contract Notices to cause the conditions precedent set forth in Article VI to be satisfiedand making all necessary Governmental Filings and other necessary filings with and applications and submissions to, any Governmental Entity or other person or entity; (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid lifting any suit, claim, action, investigation permanent or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals preliminary injunction or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity vacated 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 reversed reasonably requested in connection with any of the foregoing; and (viv) the execution or delivery of any additional instruments reasonably necessary to consummate in general, consummating and making effective the transactions contemplated byhereby; provided, however, that, other than in connection with the performance of its obligations with respect to 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 fully carry out the purposes (x) pay any consideration, to divest itself of any of, this Agreement. In connection with and without limiting or otherwise rearrange the foregoingcomposition of, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute assets or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself conditions or any requirements which could reasonably be expected to be materially adverse or burdensome to its respective businesses, assets, financial condition or results of its affiliates of shares of capital stock or of any business, assets or propertyoperations, or the imposition of (y) amend, or agree to amend, in any material limitation 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 the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anyincluding 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 Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors Agreement and the Company and its board of directors shallStockholder Agreement; provided, if however, that Parent will not be required to agree to, or proffer to, (i) divest or hold separate, or enter into any state takeover statute licensing or similar statute arrangement with respect to, any assets (whether tangible or regulation is or becomes applicable to the Merger, this Agreement intangible) or any of Parent's, the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself Company's or any of its affiliates of shares of capital stock their respective affiliates' businesses or of (ii) cease to conduct business or operations in any businessjurisdiction in which Parent, assets the Company or property, or the imposition of any material limitation on the ability of any of them to conduct their respective subsidiaries conducts business or to own or exercise control operations as of such assets, properties and stockthe date of this Agreement.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) 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 Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and reversed, (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, by this Agreement and to fully carry out the purposes (v) obtaining arrangements for refinancing any indebtedness of, this Agreement. In or obtaining any new financing for, Parent, Merger Sub or the Surviving Company as the same may be required or reasonably necessary or appropriate, as reasonably determined by Parent, in connection with and without limiting the foregoing, Parent and its board of directors and the Company and its 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 its commercially reasonable efforts including, without limitation, to enable facilitate payment of the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockCash Consideration.

Reasonable Efforts. Upon the terms and subject Each party to the conditions set forth in this Agreement, each of the parties agrees to Agreement shall use its commercially reasonable efforts to take, or cause to be taken, all lawful actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things lawful things, necessary, proper or advisable to consummate carry out the intent and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by purposes of this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth applying for, obtaining and maintaining in Article VI to be satisfied, (ii) the obtaining of effect all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and 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 EntityAuthority, (iiiii) the obtaining of all other necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging the legality or validity of this Agreement or the consummation of the transactions contemplated herebyany part hereof, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed and (viv) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the intent and purposes of, of this Agreement. In connection with and without limiting the foregoing; provided, Parent and its board of directors and the Company and its board of directors shallhowever, 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, that nothing in this Agreement Section 5.2 shall require any such party to agree to, approve or otherwise be deemed bound by or satisfy any condition of any kind referred to require Parent in Section 6.3 or the Company to agree to any divestiture by itself change to or waiver of the terms of this Agreement or either Call Agreement or any of its affiliates of shares of capital stock or waiver of any businessbreach or violation hereof or thereof or any rights or remedies with respect thereto. Without limiting the generality of the foregoing, assets or propertythe parties will cooperate with each other in seeking to structure any Approved Sale in the most tax-efficient manner reasonably possible, or consistently with the imposition essential purposes and intent of any material limitation on the ability applicable provisions of any of them to conduct their business or to own or exercise control of such assets, properties and stockthis Agreement.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Sale and the other transactions contemplated by this Agreement, the Seller Voting Agreement and the Shareholders' Agreements including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (iia) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if 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 Entity, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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, the Seller Voting Agreement or the Shareholders' Agreements, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (vd) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with , the Seller Voting Agreement and without limiting the foregoingShareholders' Agreements; provided, Parent 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 board of directors and Subsidiaries taken as a whole or to impact in a materially adverse manner the Company and its board of directors shall, if any state takeover statute economic or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any business benefits of the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement so as to enable render inadvisable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control consummation of such assets, properties and stocktransactions.

Reasonable Efforts. Upon On the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Exchange, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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 Entity, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 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 delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein the foregoing, 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 amount payable thereunder or otherwise to be more burdensome to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company 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 business or to own or exercise control of such assets, properties and stockAcquiror.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Articles VII and VIII to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, Notwithstanding anything in this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement neither Parent nor any of its affiliates shall be deemed under any obligation to require 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 the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of imposing or seeking to impose any business, assets or property, or the imposition of any material limitation on the ability of Parent or any of them its subsidiaries or affiliates to conduct their business 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 of this Agreement and applicable law, in this Agreementconnection with an Exchange, each of the parties agrees to holder exercising an Exchange and HSN shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective such Exchange as soon as reasonably practicable following the most expeditious manner practicable, the Merger and the other transactions contemplated receipt or delivery by this AgreementHSN of an Exchange Notice, including using commercially such actions or things as HSN or such holder may reasonably request in order to cause the consummation of an Exchange following the receipt or delivery by HSN of an Exchange Notice. Without limiting the generality of the foregoing, such holder and HSN shall (and shall cause their respective subsidiaries, 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) the taking of obtaining all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedGovernmental 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) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid lifting any suit, claim, action, investigation permanent or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals preliminary injunction or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity vacated 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 reversed reasonably requested in connection with any of the foregoing; and (viv) the execution or delivery of any additional instruments reasonably necessary to consummate in general, consummating and making effective the transactions contemplated byhereby; provided, however, that, 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 holder nor HSN shall be required to fully carry out the purposes (x) pay any consideration, to divest itself of any of, this Agreement. In connection with and without limiting or otherwise rearrange the foregoingcomposition of, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute assets or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself conditions or any requirements which could reasonably be expected to be materially adverse or burdensome to its respective businesses, assets, financial condition or results of its affiliates of shares of capital stock or of any business, assets or propertyoperations, or the imposition of (y) amend, or agree to amend, in any material limitation 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 HSN and the applicable holder shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI V to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, 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 Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (v) the execution or delivery of any additional instruments 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, Parent and subject to the fiduciary duties of its board of directors and Board, the Company and its board of directors Board 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 its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contrary, nothing in this Agreement shall be deemed to require Parent effect of such statute or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation regulation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties Transactions and stockthis Agreement.

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 agrees to hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other 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 (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 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 necessary 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 accomplish the following: (i) the taking of obtain all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, required consents, approvals, orders waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and authorizations from to give all required notices to and to make all required filings with and applications and submissions to, any Governmental Entities 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 making of transactions contemplated hereby to be fully satisfied; (E) filing all necessary registrations, declarations pre- merger notification and filings (including registrations, declarations report forms required under the Xxxx-Xxxxx Act and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary responding to avoid any suit, claim, action, investigation or proceeding requests for additional information made by any Governmental Entity, Entity pursuant to the Xxxx-Xxxxx Act; (iiiF) using commercially reasonable efforts (which in the obtaining case of all consents, approvals or waivers from third parties required as a result Parent do not require the commencement of litigation) to cause the transactions contemplated in this Agreement, (iv) the defending lifting of any suits, claims, actions, investigations permanent or proceedings, whether judicial preliminary injunction or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary 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 reversed 8.4(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 instruments reasonably necessary in general, 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, Parent and its board of directors and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contraryin such event, nothing in this Agreement Parent (or such Subsidiary of Parent) shall be deemed required only to require Parent make filings and statements of fact and shall not under any circumstances be required to commit or the Company be committed to agree take or refrain from taking any action or 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 of filing with any businessGovernmental Entity or other Person in connection with this Agreement, assets or property, or each party shall provide the imposition of any material limitation other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon On the terms and subject to the ------------------ conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anyincluding without limitation, all filings 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 any Governmental Entity, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 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 delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein the foregoing, 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 amount payable thereunder or otherwise to be more burdensome to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company 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 business or to own or exercise control of such assets, properties and stockParent.

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 agrees to hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable (or, with respect to ministerial actions required of Parent or its directors, officers, employees or agents, promptly), 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 (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 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 necessary 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 accomplish the following: (i) the taking of obtain all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, required consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary waivers, licenses, permits, authorizations, registrations, declarations and filings (including registrationsqualifications, declarations and filings with Governmental Entities, 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 Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated permission or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated action by, and to fully carry out the purposes of, this Agreement. In connection give all required notices to and to make all required filings with and without limiting the foregoingapplications and submissions to, Parent and its board of directors and the Company and its board of directors shallany Governmental Entity or other Person, if any state takeover statute or similar statute or regulation is or becomes applicable in each case required in order to the Merger, this Agreement or cause any of the transactions contemplated by this Agreement, use its commercially reasonable efforts conditions to enable each other party's obligation to consummate the Merger and the other transactions contemplated by this Agreement hereby to be consummated as promptly as practicable on fully satisfied; (E) filing all pre-merger notification and report forms required under the terms contemplated Hart-Xxxxx Xxx and responding to any requests for additional information made by this Agreement. Notwithstanding anything herein any Governmental Entity pursuant to the contrary, nothing Hart-Xxxxx Xxx; (F) using commercially reasonable efforts (which in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business 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 this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate obtain the approval and make effectiveadoption of this Agreement by the stockholders of Gartner as contemplated by Section 4.1(a) and Section 4.2(a) 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 using commercially reasonable efforts including, but not limited to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, 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 EntityEntity (including those in connection with the HSR Act), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 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 reversed, (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement and (v) causing all conditions to the parties' obligations to consummate the Merger set forth in Article IV (other than those set forth in Section 4.1(i)) to be consummated as promptly as practicable on satisfied. The Company and IMS HEALTH, upon the terms contemplated by this Agreement. Notwithstanding anything herein other's request, shall provide all such reasonably necessary information concerning the party's business and affairs to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business 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 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 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 or the Voting Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent to Closing set forth in Article VI to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations the filing of any premerger notification and filings with Governmental Entities, if any) report form under the HSR Act); and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary waivers, consents, approvals or waivers authorizations from third parties parties. The Company, NHC/OP Sub, NHC/OP and Parent shall provide such assistance, information and cooperation to each other as is reasonably required as a result of to obtain any such actions, nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, will notify the transactions contemplated in this Agreement, (iv) other party promptly following the defending receipt of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation comments from any Governmental Entity and of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered request by any court or other Governmental Entity vacated for amendments, supplements or reversed and (v) the execution or delivery additional information in respect of any additional instruments reasonably necessary to consummate the transactions contemplated byregistration, declaration or filing with such Governmental Entity and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and shall supply the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself person with copies of all correspondence between such person or any of its affiliates of shares of capital stock or of any businessrepresentatives, assets or property, or the imposition of any material limitation on the ability of one hand, and any of them to conduct their business or to own or exercise control of such assetsGovernmental Entity, properties and stockon the other hand.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including using commercially such actions or things as either 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 V to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective subsidiaries, 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) the taking preparation and filing with the SEC of all reasonable acts the Proxy Statement and any necessary to cause the conditions precedent set forth in Article VI to be satisfied, amendments of or supplements thereto; (ii) seeking to have the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and Proxy Statement cleared by the making of all necessary registrations, declarations and filings (including registrations, declarations and filings SEC as soon as reasonably practicable after filing with Governmental Entities, 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 Entity, SEC; (iii) 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; (iv) filing all applicable Pre-Merger Notification and Report Forms required under the obtaining of all consents, approvals or waivers from third parties required HSR Act as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging by this Agreement and promptly complying with any requests for additional information and documentary material that may be requested pursuant to the HSR Act; (v) lifting any permanent or the consummation of the transactions contemplated hereby, including seeking to have any stay preliminary injunction or temporary 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 5.1; (vi) 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 reversed reasonably requested in connection with any of the foregoing; and (vii) in general, consummating and making effective the transactions contemplated hereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification or other permission or action or the lifting of any Injunction referred to in clauses (iii) and (v) the execution or delivery of this sentence, no party shall be required to (x) pay any consideration, to divest itself of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting or otherwise rearrange the foregoingcomposition of, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute assets or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself conditions or any of its affiliates of shares of capital stock requirements which are materially adverse or of any business, assets burdensome or property(y) amend, or the imposition of agree to amend, in any material limitation respect any Contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement, each of Silver and Silver Co. shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable 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 in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: Lease and the Management Agreement, including, without limitation, (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from the Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with the Governmental EntitiesAuthorities, 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 EntityAuthority (including in respect of any pari-mutuel or gaming laws), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed 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 instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting Notwithstanding the foregoing, Parent the parties acknowledge that HBR and its board "Affiliates" (as defined below) are not obligated by any provision of directors and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreementobtain any consent, approval, license, waiver, order, decree, determination of suitability or other authorization with respect to any limited partner of any Affiliate of HBR. Notwithstanding anything Nothing herein to the contrary, nothing in this Agreement shall be deemed to require Parent HBR or the Company 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 business or to own or exercise is under common control of with, such assets, properties and stockfirst Person.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its commercially all reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining giving of all necessary actionsany notices to, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and any filings with Governmental Entitiesand obtaining any authorizations, if any) consents and approvals of Government Entities in connection the taking of all reasonable steps as may be necessary matters referred to avoid any suit, claim, action, investigation or proceeding by any Governmental Entityin 3.05(b), (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board the Company’ Board of directors shall, if any Directors 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 Offer or the Merger and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Offer or the Merger, this Agreement or any of take all action necessary to ensure that the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Offer and Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this AgreementAgreement and otherwise to minimize the effect of such statute or regulation on the Offer and Merger. Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall be deemed to require Parent any party to waive any substantial rights or the Company to agree to any divestiture by itself substantial limitation on its operations or any of its affiliates of shares of capital stock or to dispose of any businesssignificant asset or collection of assets; provided, assets the need or propertyrequirement to abandon or discontinue the provision of telecommunication services by the Company through its subsidiary Yak Communications (America), Inc., as a condition or requirement of consummating the Merger, shall not be considered to be, or deemed to be, a violation of the imposition preceding clause. Parent shall be responsible for preparing and filing the appropriate applications, notifications and other documentation necessary or appropriate to request from Government Entities with jurisdiction over the telecommunications industry all necessary authorizations, consents and approvals to the purchase and any other transactions contemplated hereby. The Company and its Subsidiaries, at their sole costs and expense, will cooperate with Parent in this regard, providing such assistance as Parent shall reasonably request. Parent shall provide the Company and its Subsidiaries with drafts of all applications and other documents to be filed with any material limitation on the ability of any of them Government Entity prior to conduct their business or such filing and shall give Company and its Subsidiaries a reasonable opportunity to own or exercise control of such assets, properties review and stockcomment thereon.

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 agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things 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, subject to the appropriate vote of stockholders of the Company described in Section 5.1(a), including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, 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 EntityEntity (including those in connection with Takeover Statutes), (ii) the giving of all notices and obtaining of all necessary consents, approvals, waivers and exemptions from third parties, including the notices, consents, approvals, waivers and exemptions set forth in Schedule 2.3 of the Company Letter, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 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 reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business 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 agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, ; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed ; and (vvi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board Board of directors Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this AgreementAgreement and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrarycontrary herein, nothing 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 shall be deemed to require Parent Agreement, the payment of a consent fee, “profit sharing” payment or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or 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 business 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 agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, the Target Stockholder Agreement and the Parent Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if anyincluding 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 Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Target Stockholder Agreement or the Parent Stockholder Agreement or the consummation of the transactions contemplated herebyby this Agreement, the Target Stockholder Agreement or the Parent Stockholder Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting , the foregoing, Parent and its board of directors Target Stockholder Agreement and the Company and its board Parent Stockholder Agreement; provided, however, that Parent will not be required to agree to, or proffer to, (i) divest or hold separate any of directors shallParent's, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Target's or any of the transactions contemplated by this Agreementtheir respective affiliates' businesses or assets or (ii) cease to conduct business or operations in any jurisdiction in which Parent, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself Target 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 Parent's subsidiaries conducts business or to own or exercise control operations as of such assets, properties and stockthe date of this Agreement.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable acts steps as may be necessary to cause obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required by the conditions precedent set forth in Article VI HSR Act (the initial filing required by the HSR Act to be satisfiedfiled promptly within the meaning of the HSR Act) and any applicable antitrust, competition or similar laws of any foreign jurisdiction, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In Subject to Applicable Laws relating to the exchange of information and in addition to Section 5.4(b) , Biogen and IDEC shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Biogen and its Subsidiaries or IDEC and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with and without limiting the foregoing, Parent and its board of directors and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their 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 Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things reasonably necessary, proper proper, desirable or advisable to consummate and make effective, in the most expeditious manner practicablepracticable but in any event prior to the Outside Date, the Merger Acquisition and the other transactions contemplated by this AgreementTransactions (including the Distribution), including using commercially reasonable efforts to accomplish the following: (i) the taking of all such reasonable acts necessary to cause the conditions precedent set forth in Article VI ARTICLE VII to be satisfied, (ii) the obtaining of all such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities Authorities and the making of all such reasonably necessary registrations, declarations declarations, filings and filings notices (including registrations, declarations declarations, filings and filings notices with Governmental EntitiesAuthorities, if any) and the taking of all such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding Action by any Governmental EntityAuthority in connection with the Transactions, (iii) the obtaining of all such material consents, approvals or waivers from third parties required as a result of the transactions contemplated Transactions; provided that no Party nor any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in this Agreementfavor of) any Person from whom any such consent, approval, or waiver may be required, unless such payment is required in accordance with the terms of the relevant Company Contract or Parent Contract, as applicable, requiring consent, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockTransactions.

Reasonable Efforts. Upon the terms and but subject to the conditions set forth in this Agreement, until the earlier of (a) the Shareholders Meeting and (b) the termination of this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make the Merger effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, practicable including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary and in the reasonable control of the party in question to cause the conditions precedent set forth in Article VI ARTICLE 5 to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may required to be necessary to avoid any suit, claim, action, investigation obtained or proceeding made by such party by any Governmental EntityEntity if the failure to do so would reasonably result in a Parent Material Adverse Effect or Company Material Adverse Effect, (iii) the obtaining of all consents, approvals or waivers from third parties required as necessary to consummate the Merger, other than those the failure to obtain would not reasonably be expected to cause a result of the transactions contemplated in this Agreement, Parent Material Adverse Effect or Company Material Adverse Effect (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or seeking to prohibit the consummation of the transactions contemplated herebyMerger, including seeking using commercially reasonable efforts 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 executing and delivering any additional instruments requested by any other party hereto and that are reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementMerger. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors parties hereto shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement Merger or any of the transactions contemplated by this Agreement, use its their respective commercially reasonable efforts to enable minimize the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable effect of such Legal Requirement on the terms contemplated by this Agreement. Notwithstanding anything herein parties’ ability to complete the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockMerger.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, the Stock holders Agreements and the Option Agreements, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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 Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agree ment, the Stockholders Agreements or any of the Option Agreements or the consummation of the Merger or the other transactions contemplated herebyby, and to fully carry out the purposes of, this 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 and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting , the foregoing, Parent and its board of directors Stockholders Agreements and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockOption Agreements.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including using commercially such actions or things as either 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 V to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use their reasonable efforts to accomplish the following: (icause their respective directors, officers, employees, agents, attorneys, accountants and representatives, to) the taking of all consult and fully cooperate with and provide reasonable acts necessary assistance to cause the conditions precedent set forth each other in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders waivers, licenses, permits, authorizations, registrations, qualifications or other permission or action by, and authorizations from Governmental Entities and the making of giving all necessary registrations, declarations notices to and filings (including registrations, declarations and making all necessary filings with Governmental Entitiesand applications and submissions to, 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 EntityEntity or other person or entity; filing all applicable Notification and Report Forms required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (iiithe "HSR Act") the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging by this Agreement and promptly complying with any requests for additional information and documentary material that may be requested pursuant to the HSR Act; using commercially reasonable efforts (which does not require the commencement of litigation) to lift any permanent or the consummation of the transactions contemplated hereby, including seeking to have any stay preliminary injunction or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity vacated or reversed and governmental entity (van "Injunction") the execution or delivery of any additional instruments type referred to in Section 5.01(b); 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 necessary to consummate requested in connection with any of the foregoing; and in general, consummating and making effective the transactions contemplated byhereby; provided, and however, that in order to fully carry out obtain any consent, approval, waiver, license, permit, authorization, registration, qualification or other permission or action or the purposes lifting of any injunction referred to in clause (i) or (iii) of this sentence, no party nor any of their respective stockholders (including, in the case of Liberty, AT&T Corp.), Subsidiaries or affiliates shall be required to (x) pay any consideration, to divest itself of any of, this Agreement. In connection with and without limiting or otherwise rearrange the foregoingcomposition of, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute assets or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself conditions or requirements which are materially adverse or burdensome (or, in the case of AT&T Corp., adverse or burdensome in any of its affiliates of shares of capital stock respect) or of any business, assets or property(y) amend, or the imposition of agree to amend, in any material limitation respect any contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement, each of Liberty and Emmis shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, 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 transactions contemplated hereby, to cause all conditions to the obligations of the other transactions contemplated by this Agreementparties hereto to effect the Arrangement to occur, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of obtain all necessary actions, waivers, consents, approvals, orders approvals and authorizations from Governmental Entities other documents required to be delivered hereunder and the making of to effect all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid remove any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement for the purpose of securing to enable the Merger and parties hereto the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that Parent shall not be deemed to require Parent or the Company required to agree to to: (x) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its affiliates of shares of capital stock or of any business, assets or propertyproperties of Parent, its subsidiaries or affiliates or of the Company or any of its Subsidiaries; (y) the imposition of any material limitation on the ability of Parent, its subsidiaries or affiliates or the Company or any of them its Subsidiaries to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company; (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company and each of its Subsidiaries shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such assetsaction described in (x), properties and stock(y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent Key and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerMergers, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger Mergers and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent Key or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their 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 agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their 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 agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement("Third Party Consents"), (ivii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement any of the Transaction Documents or the consummation of the transactions contemplated herebyby the Transaction Documents (such as in connection with the transfer of control of the FCC Licenses), including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, (iii) the waiver from the lenders under the Credit Agreement of all prepayment premiums, penalties and fees payable under the terms of the Credit Agreement and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Transaction Documents. Except for making the filings contemplated in Section 5.02(b), notwithstanding anything to the contrary contained in this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require obligate Parent or Sub to use reasonable efforts to obtain approval of the Company to agree to any divestiture by itself FCC Applications or any of its affiliates of shares of capital stock or clearance under the HSR Act and the grant of any businesswaivers in connection therewith. However, assets or propertynotwithstanding the preceding sentence, or Parent shall obtain approval of the imposition FCC Applications (as defined in Section 5.02(b)) and clearance under the HSR Act and the grant of any material limitation on waivers in connection therewith prior to the ability Termination Date (as defined in Section 7.01(b)(ii)) unless the failure to obtain such clearance, consents and waivers is primarily the result of any Acts or Changes. For purposes of them to conduct their business or to own or exercise control of such assets, properties and stock.this Agreement "

Reasonable Efforts. Upon Subject to the terms and subject conditions of this Agreement and without limitation to the conditions set forth in this Agreementprovisions of Section 6.6 hereof, each of the parties hereto agrees to use its commercially all reasonable 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 in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements (including, without limitation, (i) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Form 10, the Information Statement and any amendments to any thereof; (ii) cooperating in making available information and personnel in connection with presentations, whether in writing or otherwise, to prospective lenders to Parent and Purchaser that may be asked to provide financing for the transactions contemplated by this Agreement; (iii) taking of all action reasonably necessary, proper or advisable to consummate secure any necessary consents or waivers under existing debt obligations of the Company and make effectiveits Subsidiaries or amend the notes, in indentures or agreements relating thereto to the most expeditious manner practicableextent required by such notes, indentures or agreements or redeem or repurchase such debt obligations; (iv) contesting any pending legal proceeding relating to the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed Spin-Off; and (v) the execution or delivery of executing any additional instruments reasonably necessary to consummate the transactions contemplated by, hereby and thereby). In case at any time after the Effective Time any further action is necessary to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 hereto shall use its commercially all reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreementtake all such necessary action. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.26

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, subject to the rights of the Board of Directors of each of Parent and the Company to withdraw or modify its recommendation to its shareholders or stockholders, as applicable, as set forth in Section 5.1, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the followingincluding: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, 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 EntityEntity (including those in connection with the HSR Act and state takeover statutes), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 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 reversed, and (viv) the execution or and delivery of any additional instruments 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; provided, Parent and its board of directors and the Company and its board of directors shallhowever, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, that nothing set forth in this Agreement shall require Parent to make any divestiture or consent to any divestiture of any assets, operations or practices in order to effect the Merger or the other transactions contemplated by this Agreement, use its commercially reasonable efforts or to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent appeal any injunction or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or propertyorder, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control post a bond in respect of such assets, properties and stockappeal.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable 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 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 effective the transactions contemplated hereby, including seeking to have obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement for the purpose of securing to enable the Merger and parties hereto the other transactions benefits contemplated by this Agreement to -48- Agreement; provided, however, that Parent shall not be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company required to agree to any divestiture by itself Parent or the Company or any of its affiliates 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 business businesses or to own or exercise control of such assets, properties and stock. As soon as may be reasonably practicable, to the extent not already filed, each of the Company and Parent shall 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 Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of applicable jurisdiction, as agreed to by the parties. The Company and Parent each shall promptly (a) supply the other with any information which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.3, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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 Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement; provided, however, that neither of the parties shall be under any obligation to take any action to the extent that the Board of Directors of such party shall conclude in good faith, after consultation with and based upon the written advice of their respective outside legal counsel (which advice in each case need not constitute an opinion), that such action would cause a breach of that Board of Directors' fiduciary obligations under applicable law. In connection with and without limiting the foregoing, each of the Company and Parent and its board respective Board of directors and the Company and its board of directors shall, if any 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 Merger, this Agreement (ii) if any state takeover statute or any of similar statute or regulation becomes applicable to the transactions contemplated by this AgreementMerger, use its commercially reasonable efforts take all action necessary to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such statute or regulation on the Merger and (iii) cooperate with each other in the arrangements for refinancing any indebtedness of, nothing in this Agreement shall be deemed to require Parent or obtaining any necessary new financing for, the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or and the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockSurviving Company.

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 agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things 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, subject to the appropriate vote of stockholders of the Company described in Section 5.1(a), including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, 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 EntityEntity (including those in connection with Takeover Statutes), (ii) the giving of all notices and obtaining of all necessary consents, approvals, waivers and exemptions from third parties, including the notices, consents, approvals, waivers and exemptions set forth in Schedule 2.3 of the Company Letter, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 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 reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business 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 provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, all things necessary, proper or advisable under applicable Laws and regulations to (a) consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 effective the transactions contemplated hereby, including seeking (b) cause all conditions to have the obligations of the other parties hereto to effect the Merger to occur, (c) obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder, and (d) effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement for the purpose of securing to enable the Merger and parties hereto the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that Parent shall not be deemed to require Parent or the Company required to agree to (i) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its affiliates of shares of capital stock or of any business, assets or propertyproperties of Parent, its subsidiaries or Affiliates or of the Company; (ii) the imposition of any material limitation on the ability of any of them Parent, its subsidiaries or Affiliates or the Company to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company; or (iii) the imposition of any impediment on Parent, its subsidiaries or Affiliates or the Company under any statute, rule, regulation, decree, Order or other legal restraint governing competition, monopolies or restrictive trade practices (any such assetsaction described in (i), properties and stock(ii) or (iii) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable 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 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 effective the transactions contemplated hereby, including seeking to have obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement for the purpose of securing to enable the Merger and parties hereto the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that Sybase shall not be deemed to require Parent or the Company required to agree to any divestiture by itself Sybase or the Company or any of its Sybase's subsidiaries or affiliates of shares of capital stock or of any business, assets or propertyproperty of Sybase 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 business businesses or to own or exercise control of such assets, properties and stock. As soon as may be reasonably practicable, each of the Company and Sybase shall file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the DOJ the Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties. The Company and Sybase each shall promptly (a) supply -43- 50 the other with any information which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of ------------------ this AgreementAgreement and applicable law, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including using commercially such actions or things as either 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 V to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective Subsidiaries, 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) the taking preparation and filing with the Commission of all reasonable acts the Alloy Registration Statement and the LDI Registration Statement and any necessary to cause the conditions precedent set forth in Article VI to be satisfied, amendments of or supplements thereto; (ii) seeking to have the Alloy Registration Statement and the LDI Registration Statement declared effective by the Commission as soon as reasonably practicable after filing with the Commission; (iii) obtaining of all necessary actions, waivers, consents, approvals, orders waivers, licenses, permits, authorizations, registrations, qualifications or other permission or action by, and authorizations from Governmental Entities and the making of giving all necessary registrations, declarations notices to and filings (including registrations, declarations and making all necessary filings with Governmental Entitiesand applications and submissions to, 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 Entity, Entity or other person or entity; (iiiiv) filing all applicable Notification and Report Forms required under the obtaining of all consents, approvals or waivers from third parties required HSR Act as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging by this Agreement and promptly complying with any requests for additional information and documentary material that may be requested pursuant to the HSR Act; (v) lifting any permanent or the consummation of the transactions contemplated hereby, including seeking to have any stay preliminary injunction or temporary 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 5.01(b); (vi) 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 reversed reasonably requested in connection with any of the foregoing; and (vii) in general, consummating and making effective the transactions contemplated hereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification or other permission or action or the lifting of any injunction referred to in clause (iii) or (v) of this sentence, no party (which term, in the execution or delivery case of LDI, shall include for this purpose only, Liberty Media Corporation) shall be required to (x) pay any consideration, to divest itself of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting or otherwise rearrange the foregoingcomposition of, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute assets or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself conditions or requirements which are materially adverse or burdensome 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 this Agreement, each of LDI and Alloy shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. None of Alloy, LDI or LDI Sub shall, and each of Alloy, LDI and LDI Sub shall cause each of its respective Subsidiaries not to, take any action that would or is reasonably likely to result in any of its affiliates the conditions set forth in Article V not being met as 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 business or to own or exercise control of such assets, properties and stockClosing Date.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 effective the transactions contemplated hereby, including seeking to have cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement for the purpose of securing to enable the Merger and parties hereto the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that Parent shall not be deemed to require Parent or the Company required to agree to (x) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its affiliates of shares of capital stock or of any business, assets or propertyproperties of Parent, its subsidiaries or affiliates or of the Company or any Subsidiary, (y) the imposition of any material limitation on the ability of Parent, its subsidiaries or affiliates or the Company or any of them Subsidiary to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company or any Subsidiary, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or any Subsidiary under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such assetsaction described in (x), properties and stock(y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

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 agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, including all Necessary Consents, and (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent Liquid and its board Board of directors and the Company and its board of directors 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 its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, the Stockholders Agreements and the Option Agreements, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfiedsatisfied as promptly as practicable, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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 Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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, and to fully carry out the purposes of, this 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 and (v) the execution or and delivery of any additional instruments reasonably necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting , the foregoing, Parent and its board of directors Stockholders Agreements and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockOption Agreements.

Reasonable Efforts. Upon the terms and subject Each party to the conditions set forth in this Agreement, each of the parties agrees to Agreement shall use its commercially ------------------ reasonable efforts to take, or cause to be taken, all lawful actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things lawful things, necessary, proper or advisable to consummate carry out the intent and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by purposes of this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth applying for, obtaining and maintaining in Article VI to be satisfied, (ii) the obtaining of effect all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and 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 EntityAuthority, (iiiii) the obtaining of all other necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging the legality or validity of this Agreement or the consummation of the transactions contemplated herebyany part hereof, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed and (viv) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the intent and purposes of, of this Agreement. In connection with and without limiting the foregoing; provided, Parent and its board of directors and the Company and its board of directors shallhowever, 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, that nothing in this Agreement Section 5.2 shall require any such party to agree to, approve or otherwise be deemed bound by or satisfy any condition of any kind referred to require Parent in Section 6.3 or the Company to agree to any divestiture by itself change to or waiver of the terms of this Agreement or either Call Agreement or any of its affiliates of shares of capital stock or waiver of any businessbreach or violation hereof or thereof or any rights or remedies with respect thereto. Without limiting the generality of the foregoing, assets or propertythe parties will cooperate with each other in seeking to structure any Approved Sale in the most tax- efficient manner reasonably possible, or consistently with the imposition essential purposes and intent of any material limitation on the ability applicable provisions of any of them to conduct their business or to own or exercise control of such assets, properties and stockthis Agreement.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 effective the transactions contemplated hereby, including seeking to have cause all conditions to the obligations of the other parties hereto to effect the Acquisition to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement for the purpose of securing to enable the Merger and parties hereto the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that Purchaser shall not be deemed to require Parent or the Company required to agree to (i) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its affiliates of shares of capital stock or of any business, assets or propertyproperties of Purchaser, its subsidiaries or affiliates or of the Company or its Subsidiaries, (ii) the imposition of any material limitation on the ability of any of them Purchaser, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Purchaser, the businesses of the Company and its Subsidiaries, or (iii) the imposition of any impediment on Purchaser, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such assetsaction described in (i), properties and stock(ii) or (iii) above, an “Action of Divestiture”).

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including using commercially such actions or things as either 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 V to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective subsidiaries, 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 (i1) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsContract Consents and Governmental Consents, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of giving all necessary registrations, declarations Contract Notices to and filings (including registrations, declarations making all necessary Governmental Filings and all other necessary filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary applications and submissions to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, Entity or other person or entity; (iii2) filing all applicable Pre-Merger Notification and Report Forms required under the obtaining of all consents, approvals or waivers from third parties required HSR Act as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging by this Agreement and promptly complying with any requests for additional information and documentary material that may be requested pursuant to the HSR Act; (3) lifting any permanent or the consummation of the transactions contemplated hereby, including seeking to have any stay preliminary injunction or temporary 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 5.1; (4) 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 reversed reasonably requested in connection with any of the foregoing; and (v5) the execution or delivery of any additional instruments reasonably necessary to consummate in general, consummating and making effective the transactions contemplated byhereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification or other permission or action or the lifting of any Injunction referred to in clauses (i) and (iii) of this sentence, no party shall be required to fully carry out the purposes (x) pay any consideration, to divest itself of any of, this Agreement. In connection with and without limiting or otherwise rearrange the foregoingcomposition of, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute assets or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself conditions or any of its affiliates of shares of capital stock requirements which are materially adverse or of any business, assets burdensome or property(y) amend, or the imposition of agree to amend, in any material limitation respect any Contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement, each of Silver Co. and Rockies Sub shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable necessary to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) in the taking case of all reasonable acts necessary to Seller, cause the conditions precedent set forth in Article VI Sections 8.1 and 8.3 to be satisfied, and in the case of Purchaser, cause the conditions precedent set forth in Sections 8.1 and 8.2 to be satisfied; (ii) the obtaining of obtain all necessary actions, waivers, consents, approvals, waiting period expirations or terminations, orders and authorizations from Governmental Entities Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthority, if any) and the taking of take all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding Proceeding by any Governmental Entity, Authority; (iii) the obtaining of obtain all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, Required Consents; (iv) the defending of defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed; and (v) the execution or delivery of any additional execute and/or deliver such other instruments as may be reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or Purchaser, Seller, the Company or any of their Subsidiaries or Affiliates to agree to any divestiture (i) divestiture, sale, hold separate, or licensing by itself or any of its affiliates of any shares of capital stock or other equity or of any business, assets or assets, intellectual property, or other property of Purchaser, the Company, or any of their respective Subsidiaries or Affiliates, or (ii) other than the provisions of Section 7.14 and the matters referred to therein, the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockstock or equity (collectively, the actions described in clauses (i)-(ii) are the “Remedies”) in order to comply with Legal Requirements or in order to obtain any clearances, consents, approvals, or waiting period expirations or terminations from any Governmental Authority. Seller shall not, and shall cause the Company and its Subsidiaries not to, offer, discuss, or agree to any Remedies with any Governmental Authority or other third parties without Purchaser’s prior written consent. Seller shall not be required to agree to or implement any Remedies that are not contingent on Closing.

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 the Company's outside legal counsel thereon), each of the parties agrees to 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 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable 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 as promptly as practicable on fully satisfied. Without limiting the terms contemplated by this Agreement. Notwithstanding anything herein generality of the foregoing, the parties shall (and shall cause their respective directors, officers and subsidiaries, and use their reasonable best efforts to the contrarycause their respective affiliates, nothing employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business(i) obtaining all necessary consents, assets or propertyapprovals, waivers, licenses, permits, authorizations, registrations, qualifications, or the imposition of other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any material limitation on the ability of Governmental Entity or other Person; (ii) lifting any of them to conduct their business permanent or to own preliminary injunction or exercise control of such assets, properties and stock.restraining order or other similar order issued or entered by any court or Governmental

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties agrees to shall act in good faith and use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 effective the transactions contemplated by this AgreementAgreement as soon as practicable, use its commercially reasonable efforts including such actions or things as any other party may reasonably request in order to enable cause any of the Merger and conditions to such other party's obligation to consummate the other transactions contemplated by this Agreement to be consummated fully satisfied. Without limiting the foregoing, the parties shall (and shall cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (a) the preparation and filing with the SEC of the Joint Proxy Statement/Prospectus, and any necessary amendments or supplements thereto; (b) seeking to have the Joint Proxy Statement/Prospectus cleared by the SEC as promptly soon as reasonably practicable on after filing; (c) 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 court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (collectively, "GOVERNMENTAL ENTITY"), or other person or entity as soon as reasonably practicable after filing; (d) seeking early termination of any waiting period under the terms HSR Act; (e) providing all such information concerning 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; (f) in general, consummating and making effective the transactions contemplated by hereby; and (g) in the event and to the extent required, amending this Agreement so that this Agreement, the KNOGO Merger and the VIDEO Merger comply with the DGCL and the Minnesota Act. Notwithstanding anything herein Prior to the contrary, nothing making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement (other than filing under the HSR Act), each party shall be deemed provide the other party with drafts thereof and afford the other party a reasonable opportunity to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.11), each of the parties agrees to hereto shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionspermits, waivers, consents, approvals, orders approvals and authorizations actions or nonactions from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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 Entity, Entities; (iiiii) the obtaining of all consents, approvals necessary consents or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed parties; and (viii) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of, of this Agreement. In connection with Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and without limiting to consummate the foregoing, Parent Merger on the terms and its board of directors and the conditions set forth in this Agreement. The Company and its board of directors Parent shall, if subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by Clauses (i), (ii) and (iii) immediately above and (y) supply the other with any state takeover statute information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or similar statute or regulation is or becomes applicable to parties hereto, as the Mergercase may be, this Agreement or of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement, use its commercially reasonable efforts . If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to enable the Merger and the other transactions contemplated by this Agreement Agreement, then it shall use reasonable efforts to make, or cause to be consummated made, as promptly soon as reasonably practicable on and after consultation with the terms other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business 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 AgreementAgreement and applicable law, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including using commercially such actions or things as either 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 V to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective subsidiaries, 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) the taking of obtaining all reasonable acts necessary Contract Consents and Governmental Consents, and giving all necessary Contract Notices to cause the conditions precedent set forth in Article VI and making all necessary Governmental Filings and all other necessary filings with and applications and submissions to be satisfied, any Governmental Entity or other person or entity; (ii) filing all applicable Pre-Merger Notification and Report Forms required under the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required HSR Act as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging by this Agreement and promptly complying with any requests for additional information and documentary material that may be requested pursuant to the HSR Act; (iii) lifting any permanent or the consummation of the transactions contemplated hereby, including seeking to have any stay preliminary injunction or temporary 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 5.1; (iv) 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 reversed reasonably requested in connection with any of the foregoing; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate in general, consummating and making effective the transactions contemplated byhereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification or other permission or action or the lifting of any Injunction referred to in clauses (i) and (iii) of this sentence, no party shall be required to fully carry out the purposes (x) pay any consideration, to divest itself of any of, this Agreement. In connection with and without limiting or otherwise rearrange the foregoingcomposition of, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute assets or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself conditions or any of its affiliates of shares of capital stock requirements which are materially adverse or of any business, assets burdensome or property(y) amend, or the imposition of agree to amend, in any material limitation respect any Contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement, each of Silver Co. and Rockies Sub shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon Each party to this Agreement agrees that it will not voluntarily undertake any course of action inconsistent with the terms provisions of this Agreement and subject to the conditions set forth in this Agreement, each of the parties agrees to will use its commercially reasonable efforts Reasonable Efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper proper, or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: including, without limitation, (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth cooperation in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, determining whether any consents, approvals, orders and authorizations from Governmental Entities and the making orders, authorizations, waivers, declarations, filings, Permit transfers or registrations of all necessary registrations, declarations and filings (including registrations, declarations and filings or with Governmental Entities, 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 Entity, (iii) Entity or third party are required in connection with the obtaining of all consents, approvals or waivers from third parties required as a result consummation of the transactions contemplated hereby; (ii) Reasonable Efforts to obtain any such consents, approvals, orders, authorizations, and waivers and to effect any such declarations, filings, Permit transfers, and registrations, including with respect to Sellers and the Company, obtaining any consent or releases required to satisfy the condition set forth in this Agreement, Section 9.1(h); (iii) Reasonable Efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; (iv) the defending of any suitsReasonable Efforts to defend, claimsand cooperation in defending, actions, investigations all lawsuits or proceedings, whether judicial or administrative, other legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed ; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. If any required consent is not obtained at the time all other Closing conditions are satisfied (or waived by the party for whose benefit the condition exists), Buyer and Sellers or their Affiliate that is a party to the underlying agreement will enter into a “back-to-back” arrangement that provides Buyer substantially the same economic benefits and burdens as the underlying agreement. Notwithstanding anything herein to the contrary, nothing contrary in this Agreement Agreement, neither Buyer nor any of its Affiliates (which for purposes of this sentence shall include the Company) shall be deemed required, (i) to require Parent pay any fees or expenses on behalf of Sellers or the Company Company, (ii) to hold separate (including by trust or otherwise) or divest any of their respective businesses, product lines or assets, (iii) 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 operation or conduct of their or the Company’s respective businesses or (iv) to waive any of them to conduct their business or to own or exercise control the conditions set forth in Article IX of such assets, properties and stockthis Agreement.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, ; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, qualifications, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents (provided, that the parties required as will discuss in good faith procedures to pursue third party consents, if any, with respect to the Merger (it being understood that failure to obtain any one or more such consents, in and of itself, shall not constitute a result failure by the Company to comply with any of the transactions contemplated in this Agreement, 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, administrative (including actions by a private party) challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking ; (v) the taking of all reasonable actions necessary to have vacated, lifted, reversed or overturned any stay or temporary restraining order entered by any court order, decree, ruling, judgment, injunction or other Governmental Entity vacated action (whether temporary, preliminary or reversed permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and (vvi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their 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 agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Articles VII and VIII to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, Notwithstanding anything in this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement neither Parent nor any of its affiliates shall be deemed under any obligation to require 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 the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of imposing or seeking to impose any business, assets or property, or the imposition of any material limitation on the ability of Parent or any of them its subsidiaries or affiliates to conduct their business 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 provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 effective the transactions contemplated hereby, including seeking to have cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement; provided, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to however, that Parent shall not be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company required to agree to (x) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its affiliates of shares of capital stock or of any business, assets or propertyproperties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any material limitation on the ability of any of them Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such assetsaction described in (x), properties and stock(y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, including without limitation the filing referred to in Schedule 2.2 of the Company Disclosure Schedule, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents of RBC Centura Bank and Oracle Credit Corporation 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business 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 provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the Transaction contemplated hereby, to cause all conditions to the obligations of the other parties hereto required to effect the Transaction to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the most expeditious manner practicable, Transaction for the Merger and purpose of securing to the other transactions parties hereto the benefits contemplated by this Agreement; provided, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to however, that Parent shall not be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to (x) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its affiliates of shares of capital stock or of any business, assets or propertyproperties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any material limitation on the ability of any of them Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such assetsaction described in (x), properties and stock(y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties agrees to hereto 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 in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger Reorganization 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 7 to be consummated as promptly as practicable on fully satisfied. Without limiting the terms generality of the foregoing, the parties will (and will cause their respective directors, officers and subsidiaries, and use their reasonable best efforts to cause their respective affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (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 of competent jurisdiction (an "Injunction") of any type referred to in Section 7.1(b); and (iii) in general, consummating and making effective the transactions contemplated by this Agreement. Notwithstanding anything herein hereby; provided, however, that in order to the contraryobtain any consent, nothing in this Agreement shall be deemed to require Parent approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the Company lifting of any Injunction referred to in clause (i) or (ii) of this sentence, no party will be required to pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any divestiture by itself conditions or any of its affiliates of shares of capital stock requirements which, individually or of any businessin the aggregate, assets or property, or the imposition of any material limitation would have a Material Adverse Effect on the ability of Company or ICG. Prior to making any of them application to conduct their business 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 own or exercise control of comment on such assets, properties and stockdrafts.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Merger Sub, on the parties agrees one hand, and the Company, the Representative and the Securityholders, on the other hand, agree to use its their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental EntityAuthority, (iii) the obtaining of all consents, approvals or waivers from third parties Persons required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in the Company Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order Order entered by any court or other Governmental Entity Authority vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to (A) agree to any divestiture by itself or any of its affiliates 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 business or to own or exercise control of such assets, properties and stock, (B) commence any Action against any Person in order to facilitate the consummation of the transactions contemplated hereby or (C) to defend against any Action brought by and Governmental Authority seeking to prevent the consummation of, or impose limitations on, any of the transactions contemplated by this Agreement. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the ------------------ conditions set forth in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable 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 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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 Entity, including, without limitation, the 50 VOI Registrations (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or stay, temporary restraining order or injunctions entered by any court or other Governmental Entity vacated or reversed and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable limitations on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing divestiture set forth in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocksubsection (c) below.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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 Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (v) the execution or and delivery of any additional instruments 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; PROVIDED, HOWEVER, that Parent and its board will not be required to agree to, or proffer to, (i) divest or hold separate any of directors and the Company and its board of directors shallParent's, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Target's or any of the transactions contemplated by this Agreementtheir 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, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself Target 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 respective subsidiaries conducts business or to own or exercise control operations as of such assets, properties and stockthe date of this Agreement.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of ------------------ this AgreementAgreement and applicable law, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including using commercially such actions or things as either 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 V to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use their reasonable efforts to accomplish the following: cause their respective directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders waivers, licenses, permits, authorizations, registrations, qualifications or other permission or action by, and authorizations from Governmental Entities and the making of giving all necessary registrations, declarations notices to and filings (including registrations, declarations and making all necessary filings with Governmental Entitiesand applications and submissions to, 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 EntityEntity or other person or entity; (ii filing all applicable Notification and Report Forms required under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (iiithe "HSR Act") the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging by this Agreement and promptly complying with any requests for additional information and documentary material that may be requested pursuant to the HSR Act; (ii using commercially reasonable efforts (which does not require the commencement of litigation) to lift any permanent or the consummation of the transactions contemplated hereby, including seeking to have any stay preliminary injunction or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity vacated governmental entity (an "Injunction") of any type referred to in Section 5.01(b); (iv 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 reversed reasonably requested in connection with any of the foregoing; and (v) the execution or delivery of any additional instruments reasonably necessary to consummate in general, consummating and making effective the transactions contemplated byhereby; provided, and however, that -------- ------- in order to fully carry out obtain any consent, approval, waiver, license, permit, authorization, registration, qualification or other permission or action or the purposes lifting of any injunction referred to in clause (i) or (iii) of this sentence, no party nor any of their respective stockholders (including, in the case of Liberty, AT&T Corp.), Subsidiaries or affiliates shall be required to (x) pay any consideration, to divest itself of any of, this Agreement. In connection with and without limiting or otherwise rearrange the foregoingcomposition of, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute assets or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself conditions or requirements which are materially adverse or burdensome(or, in the case of AT&T Corp., adverse or burdensome in any of its affiliates of shares of capital stock respect) or of any business, assets or property(y) amend, or the imposition of agree to amend, in any material limitation respect any contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement, each of Liberty and Emmis shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

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 agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VIII to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board their respective Boards of directors 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 its commercially all reasonable efforts to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such Legal Requirement on the Merger, nothing in this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties agrees to Company, Parent and Sub shall use its commercially reasonable 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 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 effective the transactions contemplated hereby, including seeking to have obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement for the purpose of securing to enable the Merger and parties hereto the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing ; it being understood that in this Agreement no event shall Parent be deemed to require Parent or the Company 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, or significant 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 business businesses or to own or exercise control of such assets, properties and stock. As soon as may be reasonably practicable, Parent and the Company each shall file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties and each party shall have requested early termination of the statutory waiting period. Parent and the Company each shall promptly (a) supply the other with any information which may be required in order to effectuate such submissions and filings and (b) supply any additional information which reasonably may be required by the FTC, the DOJ or other relevant government authority, to such government authority.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including including, without limitation, using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Sections 7, 8 and 9 to be satisfied, ; (ii) the obtaining of or making all necessary actions, waivers, consents, approvals, orders and or authorizations from Governmental Entities and the making of all necessary of, or registrations, declarations and filings (including registrations, declarations and or filings with any Governmental Entities, if any) Authority and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding Action by any Governmental Entity, Authority; (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of (provided, that the transactions contemplated parties will discuss in this Agreement, good faith procedures to pursue third party consents with respect to the Merger); (iv) the defending of to lift any suitsrestraint, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court injunction or other Governmental Entity vacated or reversed legal bar to the Merger and (v) the execution executing or delivery delivering of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 Agreementhereby, use its commercially all reasonable efforts to enable consummate the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize, to the contraryextent reasonably possible, nothing in the effect of any such Legal Requirement on the Merger, this Agreement shall be deemed to require Parent or and the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stocktransactions contemplated hereby.

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 the Company's outside legal counsel thereon), each of the parties agrees to 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 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable 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 as promptly as practicable on fully satisfied. Without limiting the terms contemplated generality of the foregoing, the parties shall (and shall cause their respective directors, officers and subsidiaries, and use their reasonable best efforts to cause their respective affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (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 this Agreement. Notwithstanding anything herein any court or Governmental Entity (an "Injunction") of any type referred to in Section 7.1(c); (iii) subject to the contrarylast sentence of Section 3.2(a), nothing taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the LMG Series A Stock to be covered by the Registration Statement; (iv) obtaining the tax opinions referred to in Sections 7.2(d) and 7.3(d); and (v) in general, consummating and making effective the transactions contemplated hereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in clause (i) or (ii) of this Agreement sentence, no party shall be deemed required to require Parent pay any consideration, to divest itself of any of, or otherwise rearrange the Company composition of, its assets or to agree to any divestiture by itself conditions or any of its affiliates of shares of capital stock requirements which, individually or of any businessin the aggregate, assets or property, or the imposition of any material limitation would have a Material Adverse Effect on the ability of Company or TCI. Prior to making any of them application to conduct their business 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 own or exercise control of comment on such assets, properties and stockdrafts.

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 agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the followingincluding, but not limited to: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, 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 EntityEntity (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 required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution or and delivery of any additional instruments 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, Parent and its board of directors 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 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 its commercially all reasonable efforts to enable 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 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 it in this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.Section 5.11

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise required by United States or Canadian regulatory considerations and otherwise provided in this Section 5.3, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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 Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement; provided, however, that neither of the parties shall be under any obligation to take any action to the extent that the Board of Directors of such party shall conclude in good faith, after consultation with and based upon the written advice of their respective outside legal counsel (which advice in each case need not constitute an opinion), that such action would cause a breach of that Board of Directors' fiduciary obligations under applicable law. In connection with and without limiting the foregoing, each of the Company and Parent and its board respective Board of directors and the Company and its board of directors shall, if any 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 Merger, this Agreement (ii) if any state takeover statute or any of similar statute or regulation becomes applicable to the transactions contemplated by this AgreementMerger, use its commercially reasonable efforts take all action necessary to enable ensure that the Merger and the other transactions contemplated by this Agreement to may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein Agreement and otherwise to minimize the contraryeffect of such statute or regulation on the Merger and (iii) cooperate with each other in the arrangements for refinancing any indebtedness of, nothing in this Agreement shall be deemed to require Parent or obtaining any necessary new financing for, the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or and the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockSurviving Corporation.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties agrees to shall act in good faith and use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 effective the transactions contemplated by this AgreementAgreement as soon as practicable, use its commercially reasonable efforts including such actions or things as any other party may reasonably request in order to enable cause any of 32 the Merger and conditions to such other party's obligation to consummate the other transactions contemplated by this Agreement to be consummated fully satisfied. Without limiting the foregoing, the parties shall (and shall cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (a) the preparation and filing with the SEC of the Joint Proxy Statement/Prospectus, and any necessary amendments or supplements thereto; (b) seeking to have the Joint Proxy Statement/Prospectus cleared by the SEC as promptly soon as reasonably practicable on after filing; (c) 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 court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (collectively, "Governmental Entity"), or other person or entity as soon as reasonably practicable after filing; (d) seeking early termination of any waiting period under the terms HSR Act; (e) providing all such information concerning 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; (f) in general, consummating and making effective the transactions contemplated by hereby; and (g) in the event and to the extent required, amending this Agreement so that this Agreement, the KNOGO Merger and the VIDEO Merger comply with the DGCL and the Minnesota Act. Notwithstanding anything herein Prior to the contrary, nothing making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement (other than filing under the HSR Act), each party shall be deemed provide the other party with drafts thereof and afford the other party a reasonable opportunity to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties agrees to shall act in good faith and use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 effective the transactions contemplated by this AgreementAgreement as soon as practicable, use its commercially reasonable efforts including such actions or things as any other party may reasonably request in order to enable cause any of the Merger and conditions to such other party's obligation to consummate the other transactions contemplated by this Agreement to be consummated fully satisfied. Without limiting the foregoing, the parties shall (and shall cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (a) the preparation and filing with the SEC of the Proxy Statement/Prospectus, and any necessary amendments or supplements thereto; (b) seeking to have the Proxy Statement/Prospectus cleared by the SEC as promptly soon as reasonably practicable on after filing; (c) obtaining all necessary consents (including in particular the terms consent of the Company's lender and landlord), 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 court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (collectively, "Governmental Entity"), or other person or entity as soon as reasonably practicable after filing; (d) seeking early termination of any waiting period under the HSR Act; (e) providing all such information concerning 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 (f) in general, consummating and making effective the transactions contemplated by this Agreementhereby. Notwithstanding anything herein Prior to the contrary, nothing making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement (other than filing under the HSR Act), each party shall be deemed provide the other party with drafts thereof and afford the other party a reasonable opportunity to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation comment on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent Noble and its board of directors and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent Noble or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business 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 provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 effective the transactions contemplated hereby, including seeking to have cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement for the purpose of securing to enable the Merger and parties hereto the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that Parent shall not be deemed to require Parent or the Company required to agree to (x) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its affiliates of shares of capital stock or of any business, assets or propertyproperties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any material limitation on the ability of any of them Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company and its Subsidiaries or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such assetsaction described in (x), properties and stock(y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of the parties Parties to this Agreement agrees to use its commercially reasonable efforts efforts, and to cooperate with each other Party hereto, to take, or cause to be taken, all actions, and appropriate action to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner Transactions as promptly as practicable, the Merger including, subject to any applicable limitations set forth in this Section and the other transactions contemplated by provisions of this Agreement, including using commercially reasonable efforts to accomplish causing the following: (i) satisfaction of the taking of all reasonable acts necessary to cause the respective conditions precedent set forth in Article VI (Conditions to Closing) and executing and delivering such other instruments and doing and performing such other acts and things as may be satisfiednecessary or reasonably desirable for effecting the consummation of the Transactions. Without prejudice to the foregoing, as promptly as practicable after the date of this Agreement, if required by any Applicable Law, each of the Parties hereto (i) shall file any required or recommended filings with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) in accordance with the HSR Act, and (ii) shall file an antitrust notification in any other jurisdiction if required by any other applicable Antitrust Law, as determined by Purchaser in its reasonable judgment. Each of the obtaining Parties hereto shall furnish promptly to the FTC, the Antitrust Division and any other requesting Governmental Entity any additional information reasonably requested by any of them pursuant to the HSR Act or any other Antitrust Laws in connection with such filings. Each Party will notify the other promptly upon the receipt of any comments from any officials of any Governmental Entity in connection with any filings made pursuant to this subsection. To the extent permitted by Applicable Law, and subject to all necessary actionsapplicable privileges (including the attorney-client privilege), waiverseach of the Parties hereto shall consult and cooperate with one another, consentsand consider in good faith the views of one another, approvalsin connection with any analyses, orders appearances, presentations, memoranda, briefs, arguments, opinions and authorizations from Governmental Entities and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to the HSR Act or any other Antitrust Law. Each of the Parties hereto shall cooperate reasonably with each other in connection with the making of all necessary registrations, declarations and such filings (including registrations, declarations and filings with Governmental Entities, 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 Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockresponses.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur (including seeking such conditions under the Related Agreements), to have obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger Agreement and the other transactions contemplated by this Agreement Related Agreements for the purpose of securing to be consummated as promptly as practicable on the terms parties hereto the benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that Parent shall not be deemed to require Parent or the Company required to agree to (x) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its affiliates of shares of capital stock or of any business, assets or propertyproperties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any material limitation on the ability of any of them Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such assetsaction described in (x), properties and stock(y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable to consummate and make effective, effective in the most expeditious manner practicablepracticable the Investment, the Merger any Additional Sale and the other transactions contemplated hereby and by this Agreement, the Ancillary Agreements including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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 Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (ivii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, brought against such party challenging this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and reversed, (viii) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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, (iv) the negotiating in good faith of the Note Agreement and (v) the obtaining of the Repo Financing (including, if the Repo Financing cannot be obtained from Bear Sxxxxxx, the obtaining of the Repo Financing from an alternative source). The parties will use its commercially all reasonable efforts to enable obtain, or cause to be obtained, all necessary consents, approvals or waivers from third parties to the Merger and the Investment or any Additional Sale or any other transactions transaction contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or Ancillary Agreements that does not occur at the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stockClosing.

Reasonable Efforts. Upon the terms and subject Each party to the conditions set forth in this Agreement, each of the parties agrees to Agreement shall use its commercially ------------------ reasonable efforts to take, or cause to be taken, all lawful actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things lawful things, necessary, proper or advisable to consummate carry out the intent and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by purposes of this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth applying for, obtaining and maintaining in Article VI to be satisfied, (ii) the obtaining of effect all necessary actionsactions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and 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 EntityAuthority, (iiiii) the obtaining of all other necessary consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging the legality or validity of this Agreement or the consummation of the transactions contemplated herebyany part hereof, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed and (viv) the execution or delivery of executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the intent and purposes of, of this Agreement. In connection with and without limiting the foregoing; provided, Parent and its board of directors and the Company and its board of directors shallhowever, 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, that nothing in this Agreement Section 5.2 shall require any such party -------- ------- to agree to, approve or otherwise be deemed bound by or satisfy any condition of any kind referred to require Parent in Section 6.3 or the Company to agree to any divestiture by itself change to or waiver of the terms of this Agreement or either Call Agreement or any of its affiliates of shares of capital stock or waiver of any businessbreach or violation hereof or thereof or any rights or remedies with respect thereto. Without limiting the generality of the foregoing, assets or propertythe parties will cooperate with each other in seeking to structure any Approved Sale in the most tax- efficient manner reasonably possible, or consistently with the imposition essential purposes and intent of any material limitation on the ability applicable provisions of any of them to conduct their business or to own or exercise control of such assets, properties and stock.this Agreement. EXHIBIT 7(M)

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doingdone promptly, 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 using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated 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 effective the transactions contemplated hereby, including seeking to have cause all conditions to the obligations of the other parties hereto to effect the Mergers to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any stay or temporary restraining order entered by any court injunctions or other Governmental Entity vacated impediments or reversed and (v) the execution delays, legal or delivery of any additional instruments reasonably necessary otherwise, in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board 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 make effective the transactions contemplated by this Agreement, use its commercially reasonable efforts Agreement for the purpose of securing to enable the Merger and parties hereto the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms benefits contemplated by this Agreement. Notwithstanding anything herein to the contrary; provided, nothing in this Agreement however, that Parent shall not be deemed to require Parent or the Company required to agree to (x) any divestiture by itself license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any of its affiliates of shares of capital stock or of any business, assets or propertyproperties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any material limitation on the ability of any of them Parent, its subsidiaries or affiliates or the Company to conduct their business respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such assetsaction described in (x), properties and stock(y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable acts steps as may be necessary to cause obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required by the conditions precedent set forth in Article VI HSR Act (the initial filing required by the HSR Act to be satisfiedfiled promptly within the meaning of the HSR Act) and any applicable antitrust, competition or similar laws of any foreign jurisdiction, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In Subject to Applicable Laws relating to the exchange of information and in addition to Section 5.4(b), Biogen and IDEC shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Biogen and its Subsidiaries or IDEC and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with and without limiting the foregoing, Parent and its board of directors and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their 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 agrees to use its their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable acts steps as may be necessary to cause obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required under the conditions precedent set forth in Article VI to be satisfiedHSR 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, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in 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 promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution or and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In Subject to Applicable Laws relating to the exchange of information, Apogent and Xxxxxx 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 Xxxxxx 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 and without limiting the foregoing, Parent and its board of directors and the Company and its 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 its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.