Common use of Reasonable Efforts Clause in Contracts

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially reasonable efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Reasonable Efforts. Subject to the terms and conditions provided in of this Agreement, each of the parties hereto shall Company and Parent will use all commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and approvals, 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be legally required to (i) agree to any divestiture by Parent or any of Parent’s Subsidiaries or Affiliates or by the Company or any of Parent’s subsidiaries its Subsidiaries or affiliates, Affiliates of shares of capital stock or of any business, assets or property of Parent or its subsidiaries Subsidiaries or affiliates, Affiliates or of the Company, Company or its affiliatesSubsidiaries or Affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. In furtherance and not in limitation of the foregoing, (ii) respond if required, each of Parent and Company agrees to formal requests for make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten Business Days of the date hereof and to supply as promptly as practicable any additional information or and documentary material that may be requested pursuant to 16 C.F.R. 803.20 the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Each of Parent and the Company shall use all commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all any other federal, and state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws orders or decrees that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Reasonable Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions provided in this Agreementset forth herein, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using 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 actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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, (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 obtain all have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments necessary waiversto consummate the transactions contemplated by, consents and approvals and to effect all necessary registrations fully carry out the purposes of, this Agreement. In connection with and filings without limiting the foregoing, Compaq and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to remove the Merger, this Agreement or any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective of the transactions contemplated by this Agreement for Agreement, use all reasonable efforts to ensure that the purpose of securing to Merger and the parties hereto the benefits other transactions contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to Agreement may be instituted) challenging consummated as promptly as practicable on the Merger or any other transaction provided for in terms contemplated by this Agreement as violative and otherwise to minimize the effect of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation Legal Requirement on the ability of any of them to conduct their businesses or to own or exercise control of such assetsMerger, properties this Agreement and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradehereby.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto Parties shall use all commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 necessary to consummate and make effective effective, as promptly as commercially practicable, the transactions contemplated herebyTransactions, including using commercially reasonable efforts to obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and to effect make all necessary registrations and filings (including filings with Governmental Entities, which shall include filing the premerger notifications and related documentation required under the HSR Act no later than ten Business Days following the date hereof) and to remove take all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any injunctions Governmental Entity. Each of Purchaser and the Company shall pay 50% of the HSR Act filing fees. Notwithstanding the foregoing, Purchaser shall not have any obligation to (and the Company and its Affiliates shall not without Purchaser’s prior written request) (x) propose, negotiate, commit to or other impediments or delayseffect, legal by consent decree, hold separate order or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrativesale, judicial divestiture or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative disposition of any Antitrust Law (as defined below)assets or businesses of Purchaser, the Company and Parent or any of their Subsidiaries or Affiliates or (y) otherwise take or commit to take any actions that would limit the freedom of Purchaser, the Company or any of their Subsidiaries or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets. (b) Before the Closing, the Company shall each reasonably cooperate use all commercially reasonable efforts to contest and resist any such action or proceedingobtain, and to have vacatedcooperate in obtaining, lifted, reversed all Consents from third parties necessary or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits appropriate to permit the consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appealTransactions; provided, however, that Parent the Parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than customary filing fees payable to Governmental Entities and nominal filing or application fees payable to other third parties) and no Party shall agree to any conditions or restrictions imposed by any third party that, individually or in the aggregate, would materially impair (or could reasonably be expected to materially impair) the ability of such Party to consummate the Transactions or would reasonably be expected to have a material adverse effect on the economic benefits to Purchaser arising therefrom. (c) Prior to the Closing, subject to Laws relating to the sharing of information, each of Purchaser, the Company and Sellers’ Representative shall have the right to review in advance, and to the extent practicable each will consult the others on, any Filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions. Each of the Parties shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any such filing or submission. Furthermore, the Parties shall (i) agree to any divestiture by Parent or the Company or any keep each other fully informed of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliatesall communications received from, or of the Companymade to, its affiliates, and any inquiries or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Actdocuments from, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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 Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Entity in connection with the transactions contemplated hereby, (the “DOJ”ii) the Notification and Report Forms relating not make any submission to a Governmental Entity related 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, (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, and (c) promptly inform hereby without first having provided the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company its counsel a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federalprovide comments on such submission, and state statutes, rules, regulations, orders, decrees, administrative having considered such comments in good faith and judicial doctrines, (iii) promptly and other laws that are designed completely provide any information or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradedocuments requested by any Governmental Entity in connection with transactions contemplated hereby.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided in of this Agreement, each of the parties hereto shall use commercially its reasonable best efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If The parties each shall comply as promptly as practicable with any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative Laws of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has are applicable to any of the authority transactions contemplated hereby and pursuant to enforce which any Antitrust Law seeksconsent, approval, order or authorization of, or authorizes registration, declaration or filing with, any Governmental Entity or any other Person in connection with such transactions is necessary. The parties each shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with their preparation of any filing, registration or declaration which is necessary under any such applicable Laws. (b) Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its staff reasonable best efforts to seekcause the Initial Closing to occur as promptly as practicable, a preliminary injunction including by defending against any lawsuits, actions or restraining order to enjoin proceedings, judicial or administrative, challenging this Agreement or the consummation of the Merger. As soon transactions contemplated hereby, and seeking to have vacated or reversed any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Entity that is not yet final and nonappealable. (c) Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its reasonable best efforts to cause the conditions specified in Article VI to be satisfied. (d) Purchaser shall cooperate with Campus, the Property Entities and the Development Entities and shall provide such information, execute such documents, pay such assumption fees and other costs and expenses as may be reasonably practicablerequired by any Assumption Lender, and take all other such actions as reasonably may be requested by Campus or the Assumption Lenders, promptly upon such request, to effect the assumption of the Assumed Loans, and shall use commercially reasonable efforts to obtain releases of the Seller Indemnified Parties from all obligations under the Assumed Loans to the extent not already filed, each permitted under the terms of the Company and Parent Assumed Loans. The parties agree that Purchaser shall file with the United States Federal Trade Commission assume (the “FTC”directly or indirectly) and the Antitrust Division all of the United States Department Assumed Loans. Notwithstanding any other provision hereof, none of Justice (Purchaser, Purchaser OP nor any Purchaser Merger Sub shall be required to accept any Assumed Loan if 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 Assumption Lender requires for such Assumed Loan (a) supply an assumption fee in excess of 1% of the other with outstanding principal amount of such Assumed Loan (unless Campus agrees to pay the amount of any information which may be required assumption fee in order to effectuate such filingsexcess of 1%), (b) supply any additional information which reasonably may be required by changes the FTCinterest rate or requires payment terms more onerous, the DOJ or the competition or merger control authorities of any other jurisdiction and terms materially more onerous, than those to which the parties may reasonably deem appropriateapplicable Property Entity is subject, and or (c) promptly inform a Required Consent is not obtained on or before the Initial Closing Date (other party than due to acts or omissions of any material communication received Purchaser), the Existing Campus Property encumbered by such Assumed Mortgage shall be a Withdrawn Property. (e) Nothing in this Section 5.3 shall require any party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental of its Affiliates to commence or regulatory authority regarding the Merger and (except as provided in Section 5.3(b)) pursue any other transaction litigation or to incur any cost or expense, except, with respect to Purchaser as provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeSection 5.3(d).

Reasonable Efforts. Subject to the terms and conditions provided in of ------------------ this AgreementAgreement and applicable law, each of the parties hereto shall use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as reasonably practicable, including such actions or things as either party hereto may reasonably request in order to cause any of the purpose conditions to such other party's obligation to consummate such transactions specified in Article V to be fully satisfied. Without limiting the generality of securing to the foregoing, the parties hereto shall (and shall cause their respective Subsidiaries, and use their reasonable efforts to 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) 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 or entity; (ii filing all applicable Notification and Report Forms required under the benefits Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") as a result of the transactions contemplated by this Agreement. If Agreement and promptly complying with any administrative, judicial 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 legislative action preliminary injunction or proceeding is instituted restraining order or other similar order issued or entered by any court or governmental entity (or threatened to be institutedan "Injunction") challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law 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 defined below), the Company and Parent shall each may be necessary or reasonably cooperate to contest and resist requested in connection with any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or foregoing; and (v) in general, consummating and making effective the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appealtransactions contemplated hereby; provided, however, that Parent -------- ------- 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 (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 not be required to (ix) pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any divestiture by Parent conditions or requirements which are materially adverse or burdensome(or, in the Company case of AT&T Corp., adverse or burdensome in any of Parent’s subsidiaries respect) or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates(y) amend, or of the Companyagree to amend, its affiliates, or the imposition of in any material limitation on the ability of respect any of them contract. Prior to conduct their businesses making any application to or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations filing with any Governmental Entity relating to any or other person or entity in connection with this Agreement, each of Liberty and Emmis shall provide the foregoing, provided that it shall other party with drafts thereof and afford the Company other party a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradecomment on such drafts.

Reasonable Efforts. Subject to (i) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall Parties agrees to use commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, but not limited to: (A) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the Xxxx-Xxxxx-Xxxxxx Act or the BHC Act), (B) the obtaining of all necessary consents, approvals or waivers from third parties, (C) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove have any injunctions stay or temporary restraining order entered by any court or other impediments Governmental Entity vacated or delays, legal or otherwise, in order reversed and (D) the execution and delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If None of the Parties shall consent to any administrativevoluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other Parties, judicial which consent shall not be unreasonably withheld. (ii) Each of the Parties shall use all reasonable efforts to not take any action, or legislative action enter into any transaction, which would cause any of the representations or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for warranties of such Party contained in this Agreement as violative to be untrue or result in a breach of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is covenant made by it in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or this Agreement. (iii) take any action under this Section 5.8 if any Governmental Entity that has Seller agrees to reasonably cooperate with Buyer to convert the authority Business to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As Buyer's general ledger system 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradepracticable after Closing.

Reasonable Efforts. Subject to the terms and conditions provided in of ------------------ this AgreementAgreement and applicable law, each of the parties hereto shall use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as reasonably practicable, including such actions or things as either party hereto may reasonably request in order to cause any of the purpose conditions to such other party's obligation to consummate such transactions specified in Article V to be fully satisfied. Without limiting the generality of securing to the foregoing, the parties hereto shall (and shall cause their respective Subsidiaries, and use their reasonable efforts to 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 benefits preparation and filing with the Commission of the Alloy Registration Statement and the LDI Registration Statement and any necessary 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 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 or entity; (iv) filing all applicable Notification and Report Forms required under the HSR Act as a result of the transactions contemplated by this Agreement. If Agreement and promptly complying with any administrative, judicial requests for additional information and documentary material that may be requested pursuant to the HSR Act; (v) lifting any permanent or legislative action preliminary injunction or proceeding is instituted restraining order or other similar order issued or entered by any court or Governmental Entity (or threatened to be institutedan "Injunction") challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law 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 defined below), the Company and Parent shall each may be necessary or reasonably cooperate to contest and resist requested in connection with any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or foregoing; and (vii) in general, consummating and making effective the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appealtransactions contemplated hereby; provided, however, that Parent 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 case of LDI, shall not include for this purpose only, Liberty Media Corporation) shall be required to (ix) pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any divestiture by Parent conditions or the Company requirements which are materially adverse or any of Parent’s subsidiaries burdensome or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates(y) amend, or of the Companyagree to amend, its affiliates, or the imposition of in any material limitation on the ability of respect any of them Contract. Prior to conduct their businesses making any application to or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations filing with any Governmental Entity relating to any or other person or entity in connection with this Agreement, each of LDI and Alloy shall provide the foregoing, provided that it shall other party with drafts thereof and afford the Company other party a reasonable opportunity to participate thereincomment on such drafts. For purposes None of this AgreementAlloy, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federalLDI or LDI Sub shall, and state statuteseach of Alloy, rulesLDI and LDI Sub shall cause each of its respective Subsidiaries not to, regulations, orders, decrees, administrative and judicial doctrines, and other laws take any action that are designed would or intended is reasonably likely to prohibit, restrict or regulate actions having result in any of the purpose or effect conditions set forth in Article V not being met as of monopolization or restraint of tradethe Closing Date.

Reasonable Efforts. Subject to Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise provided in this AgreementSection 6.3, each of the parties hereto shall agrees to use commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Purchase, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove have any injunctions stay or temporary restraining order entered by any court or other impediments Governmental Entity vacated or delaysreversed, legal or otherwise, in order and (iv) the execution and delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or neither the Company or nor Buyer shall be under any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property 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 obligation to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, 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 already filedconstitute 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 Buyer and its respective Board of Directors shall file with the United States Federal Trade Commission (the “FTC”i) and the Antitrust Division of the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the transactions contemplated herein as required by Purchase, (ii) if any state takeover statute or similar statute or regulation becomes applicable to the HSR ActPurchase, as well as comparable pre-merger notification forms required by take all action necessary to ensure that 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 Purchase may be required in order consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to effectuate minimize the effect of such filings, (b) supply any additional information which reasonably may be required by statute or regulation on the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriatePurchase, and (ciii) promptly inform cooperate with each other in the other party of arrangements for refinancing any material communication received by such party from the Federal Trade Commissionindebtedness of, or obtaining any necessary new financing for, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger Company and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeBuyer.

Reasonable Efforts. a. Subject to the terms and conditions provided in this Agreementherein provided, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actionsaction, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated herebyby this Agreement, to obtain including, without limitation, making all necessary waivers, consents and approvals and to effect all necessary registrations and required filings and applications and complying with or responding to remove any injunctions requests by Government Authorities. b. If at any time after the Closing Date any further action is necessary or desirable to carry out the provisions of this Agreement (including transferring any assets and rights which should have been owned by the Imaging Group but are not part of the Excluded Assets and Excluded Liabilities, but were not, or which should not have been owned by the Imaging Group but are not part of the Excluded Assets and Excluded Liabilities, but were, or transferring any mail or payments on accounts receivable which should have been delivered to the other impediments party hereunder), the parties hereto shall take or delayscause to be taken all such necessary action, legal including, without limitation, the execution and delivery of such further instruments and documents as may be reasonably requested by the other party for such purposes or otherwise, in order otherwise to consummate and make effective the transactions contemplated hereby. c. After Closing, Seller shall retain, and provide Buyer with reasonable access to, copies of all insurance policies and other insurance information reflecting Seller's Insurance, and shall make, and diligently pursue, claims under Seller's Insurance for all liabilities incurred prior to Closing. After Closing, Seller shall maintain, and shall not take any steps to cancel or materially change, buy-out or remove the Imaging Group or Seller as a named insured or as an additional insured, from any of Seller's Insurance with respect to any events, occurrences or matters covered by this Agreement for the purpose of securing such policies that occur prior to the parties hereto the benefits contemplated by this AgreementClosing. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for Nothing in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate be construed to contest and resist any such action or proceeding, eliminate Seller's rights to coverage and to have vacatedmake claims under Seller's Insurance for any events, liftedoccurrences or matters which, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests except for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradewould have been covered by Seller's Insurance.

Reasonable Efforts. Subject to Parent's rights to delay the terms and conditions provided Closing as set forth in this Agreement, each of the parties hereto shall use commercially reasonable efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed2.1, each of the Company and Parent and their respective Subsidiaries 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 use their reasonable commercial efforts to effectuate the transactions contemplated herein as required by hereby and to cause to be fulfilled the HSR Actconditions to Closing under this Agreement, as well as comparable pre-merger notification forms required by and the merger notification Company shall use its commercially reasonable efforts to comply with and to effectuate the Voting Agreements and the Option Agreement. Notwithstanding the foregoing or control laws anything in this Agreement to the contrary, (i) (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction and regulations each of applicable jurisdiction, as agreed to by the parties. The Company and its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such thereof (which may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent each shall promptly (a) supply the other with any information which may be required in order to effectuate such filings, (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 appropriaterequest, and (cB) promptly inform neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the other party Company or any of its Subsidiaries or any material communication received by such party from the Federal Trade Commission, the Antitrust Division portion of the Department assets of Justicethe Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, except (1) Parent shall take such action with respect to personal communications services ("PCS") spectrum in the Company's geographic cellular service areas as is required to comply with the FCC's spectrum aggregation rules and policies or shall obtain a timely waiver of such rules and policies and (2) any such divestiture, requirement to hold separate, or limitation that arises after Parent or any of its Subsidiaries engages in, or agrees to engage in, a merger, acquisition or other governmental business combination transaction after the date hereof (and which has not been publicly announced prior to the date hereof), but would not have arisen but for Parent engaging in or regulatory authority regarding agreeing to engage in such transaction, and (ii) nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition or business combination transaction; provided that such merger, acquisition or, business combination transaction would not (x) prevent, or delay beyond the Outside Date the ability of Parent to consummate the Merger and any other transaction provided for in this Agreement. Parent shall be entitled or (y) cause the Merger to direct any proceedings or negotiations with any Governmental Entity relating fail to any qualify as a reorganization within the meaning of Secti on 368(a) of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeCode.

Reasonable Efforts. (a) Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially reasonable efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Legal Requirements to consummate and make effective the transactions contemplated hereby, to obtain all of their respective necessary waivers, consents and approvals and to effect all of their respective necessary registrations and filings and to remove any of their respective injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to for the parties hereto the benefits contemplated by this Agreement. If , including, without limitation, the following: (a) the taking of all acts necessary to cause their respective conditions precedent set forth in Article 7 to be satisfied, (b) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative 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 Authority vacated or reversed and (c) the execution or delivery of any Antitrust Law (as defined below), additional instruments necessary to consummate the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceedingtransactions contemplated by, and to have vacatedfully carry out the purposes of, lifted, reversed or overturned any decree, judgment, injunction or other order this Agreement. (whether temporary, preliminary or permanentb) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, Subject to the extent not already filedterms and conditions provided in this Agreement, each of the Company and Parent shall file parties hereto will take all reasonable actions necessary to comply promptly 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 all legal requirements which may be required in order imposed on such party with respect to effectuate such filings, (b) supply any additional information which reasonably may be required by the FTC, the DOJ Exchange or the competition or merger control authorities of other Transaction Documents and will promptly cooperate with and furnish information to any other jurisdiction party hereto in connection with any such requirements imposed upon such other party in connection herewith and which the parties may reasonably deem appropriate, therewith. Each party will take all reasonable actions to obtain (and (c) promptly inform will cooperate with the other party parties in obtaining) any consent, authorization, order or approval of or any material communication received registration, declaration or filing with, or an exemption by, any Governmental Authority required to be obtained or made by such party from in connection with the Federal Trade Commission, Exchange or the Antitrust Division of the Department of JusticeTransaction Documents, or the taking of any action contemplated thereby or by this Agreement or the other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeTransaction Documents.

Reasonable Efforts. Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions provided in this Agreementset forth herein, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Offer and the Merger and the other transactions contemplated by this Agreement, including using 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 actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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 and the SEC exemptive order under Regulation M, (iv) the filing of the Offering Documents and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated herebyby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations fully carry out the purposes of, this Agreement. In connection with and filings without limiting the foregoing, Liquid and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to remove the Offer and the Merger, this Agreement or any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective of the transactions contemplated by this Agreement for Agreement, use all reasonable efforts to ensure that the purpose of securing to Offer and the parties hereto Merger and the benefits other transactions contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to Agreement may be instituted) challenging consummated as promptly as practicable on the Merger or any other transaction provided for in terms contemplated by this Agreement as violative and otherwise to minimize the effect of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation Legal Requirement on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties Offer and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each of the Company this Agreement 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradehereby.

Reasonable Efforts. Further Assurances; Co-operation. Subject to ---------------------------------------------------- the terms and conditions provided in other provisions of this Agreement, each of the parties hereto shall each use commercially their reasonable efforts to take promptlyperform their obligations herein and to take, or cause to be taken, all actions, and to do promptlytaken or do, or cause to be done, all things reasonably necessary, proper or advisable under applicable law to obtain all regulatory approvals and satisfy all conditions to the obligations of the parties under this Agreement and to cause the Exchange and the other transactions contemplated herein to be carried out promptly in accordance with the terms hereof and shall cooperate fully with each other and their respective officers, directors, employees, agents, counsel, accountants and other designees in connection with any steps required to be taken as a part of their respective obligations under this Agreement, including without limitation: (a) LSI and Mizar shall promptly make their respective filings and submissions and shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate (i) comply with the provisions of the Securities Act, Exchange Act and make effective the transactions contemplated herebyTakeover Code, to and (ii) obtain all necessary waiversany other required approval of any other federal, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions state or other impediments local governmental agency or delays, legal or otherwise, in order to consummate and make effective regulatory body with jurisdiction over the transactions contemplated by this Agreement for Agreement. (b) In the purpose event any claim, action, suit, investigation or other proceeding by any governmental body or other person is commenced which questions the validity or legality of securing the Exchange or any of the other transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use all reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use all reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the parties hereto consummation of the benefits transactions contemplated by this Agreement. If . (c) Each party shall give prompt written notice to the other of (i) the occurrence, or failure to occur, of any administrativeevent which occurrence or failure would be likely to cause any representation or warranty of LSI or Mizar, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging as the Merger or any other transaction provided for case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date or that will or may result in the failure to satisfy the Conditions specified in Article 6 or 7 and (ii) any failure of LSI or Mizar, as violative the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (d) Mizar and LSI shall take all actions that the parties deem necessary or advisable for purposes of any Antitrust Law (as defined below)obtaining duly executed Exchange Agreements from each of the LSI Shareholders, the Company LSI Optionholders and Parent shall each reasonably cooperate to contest and resist any such action or proceedingBank, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits cause the consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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 thereby at 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeClosing.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this AgreementAgreement (including those contained in this Section 5.11), each of the parties hereto shall, and shall cause its Subsidiaries to, use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated herebyby this Agreement, to obtain including (i) the obtaining of all necessary permits, waivers, consents and consents, approvals and to effect actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to remove fully carry out the purposes of this Agreement. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company and Parent shall, 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 injunctions or other impediments or delays, legal or otherwise, information that may be reasonably required in order to consummate effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable efforts to make, or cause to be made, as soon as reasonably practicable and make effective after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. (b) Without limiting the generality of the undertakings pursuant to Section 5.11(a) hereof, the Parent and Merger Sub shall, subject to the terms set forth in Section 5.11(c) hereof, use reasonable efforts to take such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement for the purpose by any Governmental Entity or expiration of securing applicable waiting periods. Notwithstanding anything to the parties hereto contrary, Parent acknowledges that, in connection with the benefits transactions contemplated by this Agreement. If , no filing with the Committee on Foreign Investment in the United States is necessary or required, and Parent covenants that it will not make any administrative, such filing. (c) In the event that any administrative or judicial or legislative action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction provided for contemplated by this Agreement, or any other agreement contemplated hereby, (i) the Company, Parent and Merger Sub shall cooperate in this Agreement as violative of any Antitrust Law (as defined below), the Company all respects and Parent shall use each reasonably cooperate party’s reasonable efforts to contest and resist any such action or proceeding, proceeding and to have vacated, lifted, reversed or overturned any decreeOrder, judgment, injunction or other order (whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents, prevents or prohibits restricts consummation of the transactions contemplated by this Agreement, and (ii) Parent and Merger Sub shall each use its reasonable efforts to defend, challenge and contest, any action or actions, whether judicial or administrative, in connection with the other transactionstransactions contemplated by this Agreement, including any appeals therefrom. (d) In furtherance of and not in limitation of the covenants of the parties contained in this Section 5.11, if any objections are asserted with respect to the transactions contemplated by this Agreement by any Governmental Entity or any private party challenging any of the transactions as violating any applicable Law or which would otherwise prevent, materially impede, or materially delay the consummation of the transactions contemplated by this Agreement, each of Parent, Merger Sub and the Company shall use its reasonable efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement. (e) Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order imposed by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required a Governmental Entity to (i) agree to any divestiture by Parent sell, license, assign, transfer, divest, hold separate or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or otherwise dispose of any businessassets, assets business or property portion of Parent or its subsidiaries or affiliates, or business of the Company, its affiliatesthe Surviving Corporation, Parent, Merger Sub or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, respective Subsidiaries; (ii) respond to formal requests for additional information conduct, restrict, operate, invest or documentary material pursuant to 16 C.F.R. 803.20 under otherwise change the HSR Actassets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any other Antitrust Law for a period of time exceeding ninety days from the receipt of their respective Subsidiaries in any such initial request, manner; or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Parent, the Company will consent to or offer or agree to, or otherwise take any action under this Section 5.8 if with respect to, any Governmental Entity that has the authority to enforce any Antitrust Law seekssuch requirement, condition, limitation, understanding, agreement or authorizes its staff to seekorder so long as such requirement, a preliminary injunction condition, limitation, understanding, agreement or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each of is only binding on the Company and Parent shall file with in the United States Federal Trade Commission (event 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeClosing occurs.

Reasonable Efforts. Subject to the terms and conditions provided in of this AgreementAgreement and applicable law, each of the parties hereto shall act in good faith and use commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as practicable, including such actions or things as any other party may reasonably request in order to cause any of the purpose of securing conditions to such other party's obligation to consummate the parties hereto the benefits transactions contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened Agreement to be instituted) challenging fully satisfied. Without limiting the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below)foregoing, the Company parties shall (and Parent shall each reasonably cooperate to contest and resist any such action or proceedingcause 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 vacated, lifted, reversed or overturned any decree, judgment, injunction or other order the Proxy Statement/Prospectus cleared by the SEC as soon as reasonably practicable after filing; (whether temporary, preliminary or permanentc) that is obtaining all necessary consents (including in effect and that restricts, prevents, or prohibits consummation of particular the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or consent of the Company's lender and landlord), its affiliatesapprovals, waivers, licenses, permits, authorizations, registrations, qualifications, or the imposition 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 material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 waiting period under the HSR Act; (e) providing all such information concerning such party, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial requestits subsidiaries and its officers, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeksdirectors, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon partners and affiliates and making all applications and filings as may be necessary or reasonably practicable, to the extent not already filed, each requested in connection with any of the Company foregoing; and Parent shall file with the United States Federal Trade Commission (the “FTC”f) in general, consummating and the Antitrust Division of the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating to making effective the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification hereby. Prior to making any application to 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations filing with any Governmental Entity relating to any of or other person or entity in connection with this Agreement (other than filing under the foregoingHSR Act), provided that it each party shall provide the other party with drafts thereof and afford the Company other party a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradecomment on such drafts.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties party hereto shall use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by the Stockholders Agreement. The Company and Parent shall use their reasonable efforts to (i) obtain all licenses, permits, consents, waivers, approvals, authorizations, qualifications or orders (including all United States and foreign governmental and regulatory rulings and approvals), and the Company and Parent shall make all filings (including, without limitation, all filings with United States and foreign governmental or regulatory agencies) under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to obtain the nonfiling party and its advisors prior to filings and, if requested, will accept all necessary waiversreasonable additions, consents deletions or changes suggested in connection therewith) and approvals and (ii) to effect furnish all necessary registrations and filings and to remove information required for any injunctions application or other impediments filing to be made pursuant to any applicable Law or delays, legal any applicable Regulations of any Governmental Authority (including all information required to be included in the Proxy Statement or otherwise, the Registration Statement) in order to consummate and make effective connection with the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that neither Parent nor any of its Affiliates shall not be required under any obligation to (ix) agree 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 divestiture by Parent assets or categories of assets of Parent, any of its Affiliates, the Company or any the holding separate of Parent’s subsidiaries or affiliates, of the shares of capital stock Company Common Stock or of imposing or seeking to impose any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of Parent or any of them its Subsidiaries or Affiliates to conduct their businesses business or own such assets or to own acquire, hold or exercise control full rights of such assetsownership of the shares Company Common Stock or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, properties and stockmonopolies or restrictive trade practices which, (ii) respond in the reasonable judgment of Parent, might result in a limitation of the benefit expected to formal requests for additional information be derived by Parent as a result of the transactions contemplated hereby or documentary material pursuant to 16 C.F.R. 803.20 under might adversely affect the HSR Act, Company or Parent or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) Parent's Affiliates. Neither party hereto will take any action under this Section 5.8 if which to its Knowledge will result in any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon representations or warranties made by such party pursuant to Articles II or III, as the case may be reasonably practicablebe, to the extent not already filed, each of the becoming untrue or inaccurate in any material respect. (b) The Company and Parent shall file cooperate with one another: (i) in connection with the United States Federal Trade Commission (preparation of the “FTC”) Registration Statement and the Antitrust Division Proxy Statement; (ii) in connection with the preparation of the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating to the transactions contemplated herein as any filing required by the HSR Act; (iii) in determining whether any action by or in respect of, as well as comparable pre-merger notification forms or filing with, any governmental authority, agency or official, or other third party, is required, or any actions, licenses, permits, consents, waivers, approvals, authorizations, qualifications or orders are required by to be obtained from parties in connection with the merger notification consummation of the transactions contemplated hereby; and (iv) in seeking any actions, licenses, permits, consents, waivers, approvals, authorizations, qualifications or control laws orders, or making any filings, furnishing information required in connection therewith or with the Registration Statement or the Proxy Statement and regulations of applicable jurisdictionseeking timely to obtain any such actions, as agreed to by the parties. The Company licenses, permits, consents, waivers, approvals, authorizations, qualifications or orders, or making any filings; and Parent each shall promptly (av) supply the other with any information which may be required in order to effectuate such filings, (b) supply any additional information which facilitate the achievement of the benefits reasonably may be required by anticipated from the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate, and Merger. (c) promptly inform the The Company shall use all reasonable efforts to cause its Affiliates and other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger Persons to transfer and any other transaction provided assign all rights necessary for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company to continue to conduct its business consistent with historical operations and as currently conducted pursuant to documentation and in a reasonable opportunity manner reasonably acceptable to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeParent.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties party hereto shall use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by the Stockholders Agreement. The Company and Parent shall use their reasonable efforts to (i) obtain all licenses, permits, consents, waivers, approvals, authorizations, qualifications or orders (including all United States and foreign governmental and regulatory rulings and approvals), and the Company and Parent shall make all filings (including, without limitation, all filings with United States and foreign governmental or regulatory agencies) under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to obtain the nonfiling party and its advisors prior to filings and, if requested, will accept all necessary waiversreasonable additions, consents deletions or changes suggested in connection therewith) and approvals and (ii) to effect furnish all necessary registrations and filings and to remove information required for any injunctions application or other impediments filing to be made pursuant to any applicable Law or delays, legal any applicable Regulations of any Governmental Authority (including all information required to be included in the Proxy Statement or otherwise, the Registration Statement) in order to consummate and make effective connection with the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that neither Parent nor any of its Affiliates shall not be required under any obligation to (ix) agree 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 divestiture by Parent assets or categories of assets of Parent, any of its Affiliates, the Company or any the holding separate of Parent’s subsidiaries or affiliates, of the shares of capital stock Company Common Stock or of imposing or seeking to impose any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of Parent or any of them its Subsidiaries or Affiliates to conduct their businesses business or own such assets or to own acquire, hold or exercise control full rights of such assetsownership of the shares Company Common Stock or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, properties and stockmonopolies or restrictive trade practices which, (ii) respond in the reasonable judgment of Parent, might result in a limitation of the benefit expected to formal requests for additional information be derived by Parent as a result of the transactions contemplated hereby or documentary material pursuant to 16 C.F.R. 803.20 under might adversely affect the HSR Act, Company or Parent or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) Parent's Affiliates. Neither party hereto will take any action under this Section 5.8 if which to its Knowledge will result in any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon representations or warranties made by such party pursuant to Articles II or III, as the case may be reasonably practicablebe, to the extent not already filed, each of the becoming untrue or inaccurate in any material respect. (b) The Company and Parent shall file cooperate with one another: (i) in connection with the United States Federal Trade Commission (preparation of the “FTC”) Registration Statement and the Antitrust Division Proxy Statement; (ii) in connection with the preparation of the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating to the transactions contemplated herein as any filing required by the HSR Act; (iii) in determining whether any action by or in respect of, as well as comparable pre-merger notification forms or filing with, any governmental authority, agency or official, or other third party, is required, or any actions, licenses, permits, consents, waivers, approvals, authorizations, qualifications or orders are required by to be obtained from parties in connection with the merger notification consummation of the transactions contemplated hereby; and (iv) in seeking any actions, licenses, permits, consents, waivers, approvals, authorizations, qualifications or control laws orders, or making any filings, furnishing information required in connection therewith or with the Registration Statement or the Proxy Statement and regulations of applicable jurisdictionseeking timely to obtain any such actions, as agreed to by the parties. The Company and Parent each shall promptly licenses, permits, consents, waivers, approvals, authorizations, qualifications or orders, or making any filings; and (av) supply the other with any information which may be required in order to effectuate such filings, (b) supply any additional information which facilitate the achievement of the benefits reasonably may be required by anticipated from the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate, and Merger. (c) promptly inform the The Company shall use all reasonable efforts to cause its Affiliates and other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger Persons to transfer and any other transaction provided assign all rights necessary for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company to continue to conduct its business consistent with historical operations and as currently conducted pursuant to documentation and in a reasonable opportunity manner reasonably acceptable to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeParent.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall agrees to use their commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, to obtain including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and to effect the making of all necessary registrations and filings and the taking of all steps as may be necessary to remove obtain an approval or waiver from, or to avoid an action or proceeding by, any injunctions Governmental Entity, including all filings required by the HSR Act (the initial filing required by the HSR Act to be filed 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 consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other impediments legal proceedings, whether judicial or delaysadministrative, legal challenging this Agreement or otherwise, in order to consummate and make effective the consummation of the transactions contemplated by this Agreement for Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the purpose execution and delivery of securing any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to Applicable Laws relating to the parties hereto exchange of information and in addition to Section 5.4(b), Biogen and IDEC shall have the benefits 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 the Merger and the other transactions contemplated by this Agreement. (b) Each of IDEC and Biogen shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Entity (whether domestic, foreign or supranational). If In that regard, each party shall without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any administrativecommunications from or with any Governmental Entity (whether domestic, judicial foreign or legislative action or proceeding is instituted (or threatened supranational) with respect to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, transactions contemplated by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockthis Agreement, (ii) respond permit the other to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under review and discuss in advance, and consider in good faith the HSR Actviews of the other in connection with, any proposed written (or any other Antitrust Law for a period of time exceeding ninety days from the receipt of material proposed oral) communication with any such initial requestGovernmental Entity, or (iii) take not participate in any action meeting with any such Governmental Entity unless it consults with the other in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate thereat, (iv) furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Merger, and (v) furnish the other with such necessary information and reasonable assistance as IDEC or Biogen may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Each of IDEC and Biogen may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.8 if any Governmental Entity that has 5.4 as “outside counsel only.” Such material and the authority information contained therein shall be given only to enforce any Antitrust Law seeksthe outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation directors of the Merger. As soon as may be reasonably practicable, to recipient unless express permission is obtained in advance from the extent not already filed, each source of the Company materials (IDEC or Biogen, as the case may be) or its legal counsel. (c) In connection with and Parent without limiting the foregoing, IDEC and Biogen shall file with the United States Federal Trade Commission (the “FTC”i) and the Antitrust Division take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating to the transactions contemplated herein as required by hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any of the HSR Acttransactions contemplated hereby, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of applicable jurisdiction, as agreed take all action necessary to by the parties. The Company and Parent each shall promptly (a) supply the other with any information which ensure that such transactions may be consummated as promptly as practicable on the terms required in order to effectuate such filings, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justiceby, or any other governmental provided for, in this Agreement and otherwise to minimize the effect of such statute or regulatory authority regarding regulation on the Merger and any the other transaction provided for in transactions contemplated by this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreementset forth herein and to applicable Law, each of the parties hereto Company, Parent and Merger Sub shall cooperate and use their respective commercially reasonable efforts to take promptly(a) take, or cause to be taken, all actionsnecessary action, and to do promptly(b) do, or cause to be done, and 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, including using commercially reasonable efforts to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, satisfy the respective conditions set forth herein in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appealArticle VI; provided, however, that Parent no Material Contract shall not be required amended to (i) agree increase the amount payable thereunder or otherwise to any divestiture by Parent or be materially more burdensome to the Company or any of the Company Subsidiaries, to obtain any such consent, approval or authorization, without first obtaining the written approval of Parent’s subsidiaries . The Company shall use its commercially reasonable efforts to obtain, at its expense (subject to Section 5.7(b)), all waivers, permits, consents, approvals or affiliatesother authorizations from Governmental Entities and other Persons, and shall use commercially reasonable efforts to effect all registrations, filings and notices with or to Governmental Entities, as are listed or required to be listed in Section 3.4 of shares the Company Disclosure Letter. To the extent any third-party consents and payoff letters for Indebtedness are not delivered by the Company at or prior to the Closing, then the Stockholders' Representative shall pay Akerman Senterfitt a retainer as of capital stock or of any businessthe Closing, assets or property of Parent or its subsidiaries or affiliates, or of in an amount deemed sufficient by the Stockholders' Representative and the Company, its affiliatesin their reasonable discretion, to fully cover the fees, costs, charges and expenses of Akerman Senterfitt and any third party (including those from any party from whom a consent, payoff letter or approval is required) expected to be incurred or paid to obtain any such consents or payoff letters (the imposition of "Retainer"), and the Retainer shall be deemed a Company Transaction Expense. To the extent such Retainer is not sufficient to cover such fees, costs and expenses, any material limitation on deficiency will be funded from the ability of Indemnification Escrow Fund. Neither Parent nor Surviving Corporation shall have any of them to conduct their businesses rights in or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeRetainer.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this AgreementAgreement (including those contained in this Section 6.05), each of the parties hereto Stockholders (including the Stockholders’ Representative), HBC and the Company shall, and shall cause its Subsidiaries to, use commercially its reasonable best efforts to take promptly, or cause to be taken, taken all actions, actions and to do promptly, or cause to be done, cooperate with the other parties in doing all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to the transactions contemplated herebyContemplated Transactions, to obtain including (i) obtaining all necessary waiversGovernmental Authorizations, consents and approvals and to effect the making all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary or advisable to remove obtain an approval or waiver from or to avoid an action or proceeding by any injunctions Governmental Entity, (ii) obtaining all necessary consents or other impediments waivers from or delays, legal or otherwise, providing notice to third parties (including actions required in order to consummate and make effective continue any Material Contract (including any Contract entered into following the transactions contemplated by date of this Agreement for that would have been a Material Contract at the purpose time this Agreement was entered into) following the Closing or to avoid any penalty or other fee under such Material Contract, in each case arising in connection with the Contemplated Transactions, and (iii) the execution and delivery of securing any additional instruments necessary to consummate the parties hereto Contemplated Transactions and to fully carry out the benefits contemplated by purposes of this Agreement. If Subject to applicable Law, the Company and HBC shall promptly cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and supply the other with any administrativeinformation that may be reasonably required in order to effectuate the taking of such actions. In the event that any party shall fail to obtain any such third party consent as required in clause (ii), judicial or legislative action or proceeding that party shall use reasonable commercial efforts, and shall take any such actions reasonably requested by the other party, to minimize any adverse effect on the consummation of the Contemplated Transactions and the business of the Company, HBC after the Closing from the failure to obtain such consent. (b) In the event that any Legal Action is instituted (or threatened to be instituted) by a Governmental Entity challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below)Contemplated Transactions, the Company shall, and Parent cause its Subsidiaries to, cooperate in all respects with HBC and shall each reasonably cooperate use its reasonable commercial efforts to contest and resist any such action or proceeding, Legal Action and to have vacated, lifted, reversed or overturned any decreeOrder, judgment, injunction or other order (whether temporary, preliminary or permanent) , that is in effect and that restrictsprohibits, prevents, prevents or prohibits restricts consummation of the Merger or the other transactionsContemplated Transactions. HBC shall be solely responsible for any fees, costs and expenses, including without limitationattorneys’ fees, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of incurred in connection with any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeLegal Action.

Reasonable Efforts. (a) Subject to the terms and conditions provided in of this Agreement, each party shall use, and shall cause each of the parties hereto shall use its respective Subsidiaries to use, all commercially reasonable efforts (i) to take promptlytake, or to cause to be taken, all actionsappropriate action, and to do promptlydo, or to cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions Law or other impediments or delays, legal or otherwise, in order otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) to obtain from any Governmental Authorities any Licenses, Permits or Orders required to be obtained by such party or any of its Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the performance of its obligations hereunder, (iii) to make all necessary filings and thereafter to make promptly any other required submissions, with respect to this Agreement required under any other applicable Law, Regulation or Order and (iv) to provide all necessary information for the purpose Registration Statement; provided, that Gaiam and Real Goods shall cooperate with each other in connection with the making of securing all such filings and in supplying any information requested supplementally or by second request from any Governmental Authority. (b) The parties agree to the parties hereto the benefits contemplated by this Agreement. If any administrativecooperate and to cause their respective Subsidiaries to cooperate with respect to, judicial or legislative action or proceeding is instituted (or threatened and agree to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate use all commercially reasonable efforts vigorously to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned overturned, any decreeaction, judgmentincluding legislative, injunction administrative or other order judicial action, including any Order (whether temporary, preliminary or permanent) of any Governmental Authority, that is in effect and that restricts, prevents, prevents or prohibits the consummation of the Merger transactions contemplated by this Agreement. Each of the parties also agrees to take any and all commercially reasonable actions that may be required by any Governmental Authority as a condition to the granting of any Permit or Order required in order to permit the other transactionsconsummation of the transactions contemplated by this Agreement or as may be required to vacate, including without limitationlift, by pursuing all reasonable avenues of reverse or overturn any administrative and or judicial appealaction that would otherwise cause any condition to the Effective Time not to be satisfied; provided, however, that Parent in no event shall not either party be required to take any action that could reasonably be expected to have a Real Goods Material Adverse Effect or a Gaiam Material Adverse Effect or to result in a breach of this Agreement. (c) Each of the parties shall use, and shall cause its Subsidiaries to use, all commercially reasonable efforts to obtain from all Persons (other than Governmental Authorities) all consents that are (i) agree necessary, proper or advisable or (ii) otherwise required under any contracts, licenses, leases, easements or other agreements to any divestiture by Parent or the Company which such party or any of Parent’s subsidiaries its Subsidiaries is a party or affiliatesby which it is bound, in order to permit such party to perform its obligations hereunder. (d) If any party shall fail to obtain any third party consent described in Section 6.4(c), such party shall use all commercially reasonable efforts, and shall take any such actions reasonably requested by the other parties, to limit the adverse effect upon Gaiam and its Subsidiaries, and Real Goods and its Subsidiaries, and each of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliatestheir respective businesses resulting, or of which could reasonably be expected to result after the CompanyEffective Time, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt failure to obtain such consent. (e) Upon learning thereof, each party shall promptly notify the other parties of (i) any such initial requestcomplaints, investigations or hearings (iiior communications indicating that the same may be contemplated) take any action under this Section 5.8 if from or by any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each of the Company and Parent shall file Authorities 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 respect to the transactions contemplated herein as required by this Agreement or (ii) 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, (b) supply any additional information which reasonably may be required by the FTC, the DOJ institution or the competition threat of litigation involving this Agreement or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received transactions contemplated by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Reasonable Efforts. Subject to the terms and conditions provided in of this AgreementAgreement and applicable law, each of the parties hereto shall use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as reasonably practicable, including such actions or things as either party hereto may reasonably request in order to cause any of the purpose conditions to such other party's obligation to consummate such transactions specified in Article V to be fully satisfied. Without limiting the generality of securing to the foregoing, the parties hereto shall (and shall cause their respective subsidiaries, and use their reasonable efforts to 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 (1) obtaining all necessary Contract Consents and Governmental Consents, and giving all necessary Contract Notices to and making all necessary Governmental Filings and all other necessary filings with and applications and submissions to any Governmental Entity or other person or entity; (2) filing all applicable Pre-Merger Notification and Report Forms required under the benefits HSR Act as a result of the transactions contemplated by this Agreement. If Agreement and promptly complying with any administrative, judicial requests for additional information and documentary material that may be requested pursuant to the HSR Act; (3) lifting any permanent or legislative action preliminary injunction or proceeding is instituted restraining order or other similar order issued or entered by any court or Governmental Entity (or threatened to be institutedan "Injunction") challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law 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 defined below), the Company and Parent shall each may be necessary or reasonably cooperate to contest and resist requested in connection with any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or foregoing; and (5) in general, consummating and making effective the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appealtransactions contemplated hereby; provided, however, that Parent 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 not be required to (ix) pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any divestiture by Parent conditions or the Company requirements which are materially adverse or any of Parent’s subsidiaries burdensome or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates(y) amend, or of the Companyagree to amend, its affiliates, or the imposition of in any material limitation on the ability of respect any of them Contract. Prior to conduct their businesses making any application to or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations filing with any Governmental Entity relating to any or other person or entity in connection with this Agreement, each of Silver Co. and Rockies Sub shall provide the foregoing, provided that it shall other party with drafts thereof and afford the Company other party a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradecomment on such drafts.

Reasonable Efforts. (a) Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially its reasonable efforts to take promptly, or cause to be takentaken promptly, all actions, and to do promptly, or cause to be donedone promptly, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated hereby, to 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 approvals 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to agree to (i) agree to any divestiture by Parent license, sale or the Company other disposition or holding separate (through establishment of a trust or otherwise) of any of Parent’s subsidiaries or affiliates, of shares of capital stock or of stock, any business, assets or property any Assets and Properties of Parent Parent, its Subsidiaries or its subsidiaries or affiliatesAffiliates, or of the Company, its affiliates, or (ii) the imposition of any material limitation on the ability of any of them Parent, its Subsidiaries or Affiliates, FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. or the Company, to conduct their respective businesses or own any capital stock or Assets and Properties or to own acquire, hold or exercise control full rights of such assetsownership of their respective businesses and, properties and stockin the case of Parent, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period businesses of time exceeding ninety days from the receipt of any such initial requestCompany, or (iii) take the imposition of any impediment on Parent, its Subsidiaries or Affiliates, or the Company, under any Law or order other legal restraint governing competition, monopolies or restrictive trade practices (any such action under this Section 5.8 if described in (i), (ii) or (iii), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity that has Entity. (b) Each party hereto, at the authority to enforce any Antitrust Law seeksrequest of another party hereto, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably practicable, to necessary or desirable for effecting completely the extent not already filed, each consummation of the Company Merger 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradehereby.

Reasonable Efforts. a. Subject to the terms and conditions provided in this Agreementherein provided, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actionsaction, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated herebyby this Agreement, to obtain including, without limitation, making all necessary waivers, consents and approvals and to effect all necessary registrations and required filings and applications and complying with or responding to remove any injunctions requests by Government Authorities. b. If at any time after the Closing Date any further action is necessary or desirable to carry out the provisions of this Agreement (including transferring any assets and rights which should have been owned by the members of the Acquired Group, but were not, or which should not have been owned by the members of the Acquired Group, but were, or transferring any mail or payments on accounts receivable which should have been delivered to the other impediments party hereunder), the parties hereto shall take or delayscause to be taken all such necessary action, legal including, without limitation, the execution and delivery of such further instruments and documents as may be reasonably requested by the other party for such purposes or otherwise, in order otherwise to consummate and make effective the transactions contemplated hereby. c. After Closing, Seller shall retain, and provide Buyer with reasonable access to, copies of all insurance policies and other insurance information reflecting Seller's Insurance, and shall make, and diligently pursue, claims under Seller's Insurance for all liabilities incurred prior to Closing. After Closing, Seller shall maintain, and shall not take any steps to cancel or materially change, buy-out or remove the Acquired Companies, as applicable, or Seller as a named insured or as an additional insured, from any of Seller's Insurance with respect to any events, occurrences or matters covered by this Agreement for the purpose of securing such policies that occur prior to the parties hereto the benefits contemplated by this AgreementClosing. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for Nothing in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate be construed to contest and resist any such action or proceeding, eliminate Seller's rights to coverage and to have vacatedmake claims under Seller's Insurance for any events, liftedoccurrences or matters which, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests except for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradewould have been covered by Seller's Insurance.

Reasonable Efforts. (a) Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially reasonable efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Legal Requirements to consummate and make effective the transactions contemplated hereby, to obtain all of their respective necessary waivers, consents and approvals and to effect all of their respective necessary registrations and filings and to remove any of their respective injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to for the parties hereto the benefits contemplated by this Agreement. If , including, without limitation, the following: (a) the taking of all acts necessary to cause their respective conditions precedent set forth in Article 7 to be satisfied, (b) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative 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 Authority vacated or reversed and (c) the execution or delivery of any Antitrust Law (as defined below), additional instruments necessary to consummate the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceedingtransactions contemplated by, and to have vacatedfully carry out the purposes of, lifted, reversed or overturned any decree, judgment, injunction or other order this Agreement. (whether temporary, preliminary or permanentb) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, Subject to the extent not already filedterms and conditions provided in this Agreement, each of the Company and Parent shall file parties hereto will take all reasonable actions necessary to comply promptly 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 all legal requirements which may be required in order imposed on such party with respect to effectuate such filings, (b) supply any additional information which reasonably may be required by the FTC, the DOJ Acquisition or the competition or merger control authorities of other Transaction Documents and will promptly cooperate with and furnish information to any other jurisdiction party hereto in connection with any such requirements imposed upon such other party in connection herewith and which the parties may reasonably deem appropriate, therewith. Each party will take all reasonable actions to obtain (and (c) promptly inform will cooperate with the other party parties in obtaining) any consent, authorization, order or approval of or any material communication received registration, declaration or filing with, or an exemption by, any Governmental Authority required to be obtained or made by such party from in connection with the Federal Trade Commission, Acquisition or the Antitrust Division of the Department of JusticeTransaction Documents, or the taking of any action contemplated thereby or by this Agreement or the other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeTransaction Documents.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially its reasonable efforts to take promptly, or cause to be takentaken promptly, all actions, and to do promptly, or cause to be donedone promptly, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated hereby, to 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 approvals 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to agree to (i) agree to any divestiture by Parent license, sale or the Company other disposition or holding separate (through establishment of a trust or otherwise) of any of Parent’s subsidiaries or affiliates, of shares of capital stock or of stock, any business, assets or property any Assets and Properties of Parent Parent, its Subsidiaries or its subsidiaries or affiliatesAffiliates, or of the Company, its affiliates, or (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 respective businesses or own any capital stock or Assets and Properties or to own acquire, hold or exercise control full rights of such assetsownership of their respective businesses and, properties and stockin the case of Parent, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period businesses of time exceeding ninety days from the receipt of any such initial requestCompany, or (iii) take the imposition of any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeksimpediment on Parent, its Subsidiaries or Affiliates, or authorizes its staff to seekthe Company, a preliminary injunction under any Law or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicableother legal restraint governing competition, to the extent not already filed, each of the Company and Parent shall file with the United States Federal Trade Commission monopolies or restrictive trade practices (the “FTC”) and the Antitrust Division of the United States Department of Justice any such action described in (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 filingsi), (bii) supply any additional information which reasonably may be required by the FTCor (iii), the DOJ or the competition or merger control authorities an “Action of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this AgreementDivestiture”). Nothing herein shall require Parent shall be entitled to direct any proceedings or negotiations litigate with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeEntity.

Reasonable Efforts. Subject to the terms and conditions provided in of this AgreementAgreement and applicable law, each of the parties hereto shall use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as reasonably practicable, including such actions or things as either party hereto may reasonably request in order to cause any of the purpose conditions to such other party's obligation to consummate such transactions specified in Article V to be fully satisfied. Without limiting the generality of securing to the foregoing, the parties hereto shall (and shall cause their respective subsidiaries, and use their reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary Contract Consents and Governmental Consents, and giving all necessary Contract Notices to and making all necessary Governmental Filings and all other necessary filings with and applications and submissions to any Governmental Entity or other person or entity; (ii) filing all applicable Pre-Merger Notification and Report Forms required under the benefits HSR Act as a result of the transactions contemplated by this Agreement. If Agreement and promptly complying with any administrative, judicial requests for additional information and documentary material that may be requested pursuant to the HSR Act; (iii) lifting any permanent or legislative action preliminary injunction or proceeding is instituted restraining order or other similar order issued or entered by any court or Governmental Entity (or threatened to be institutedan "Injunction") challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law 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 defined below), the Company and Parent shall each may be necessary or reasonably cooperate to contest and resist requested in connection with any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or foregoing; and (v) in general, consummating and making effective the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appealtransactions contemplated hereby; provided, however, that Parent 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 not be required to (ix) pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any divestiture by Parent conditions or the Company requirements which are materially adverse or any of Parent’s subsidiaries burdensome or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates(y) amend, or of the Companyagree to amend, its affiliates, or the imposition of in any material limitation on the ability of respect any of them Contract. Prior to conduct their businesses making any application to or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations filing with any Governmental Entity relating to any or other person or entity in connection with this Agreement, each of Silver Co. and Rockies Sub shall provide the foregoing, provided that it shall other party with drafts thereof and afford the Company other party a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradecomment on such drafts.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided in of this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order Laws to consummate and make effective the transactions contemplated by this Agreement for and the purpose other Transaction Documents. Each of securing the Seller Parties and Purchaser shall comply as promptly as practicable with any other Laws that are applicable to any of the transactions contemplated hereby or by the other Transaction Documents and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Each of the Seller Parties and Purchaser shall furnish to the parties hereto others such information and assistance as the benefits other may reasonably request in connection with their preparation of any filing, registration or declaration which is necessary under Laws in connection with the transaction contemplated by the Transaction Documents. Purchaser and the Seller Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority (or other Person regarding any of the transactions contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactionsTransaction Documents) in respect of any such filing, including without limitationregistration or declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by pursuing Law, provide copies of any such communications that are in writing). The parties hereto shall use their respective commercially reasonable efforts and take all necessary action to obtain any consent, approval, order or authorization of any Governmental Authority under United States antitrust or competition laws, necessary in connection with the transactions contemplated hereby or to resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. (b) Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable avenues of administrative efforts to cause the First Closing and judicial appeal; providedthe Second Closing to occur as promptly as practicable. (c) Purchaser shall use its commercially reasonable efforts to obtain as promptly as practicable all Permits required by Law for Purchaser to conduct the Business following the First Closing. The Seller Parties shall, howeverand shall cause their respective Affiliates to, that Parent provide reasonable assistance to Purchaser to obtain such Permits, but shall not be required to incur any material out of pocket expenses in providing such assistance. (id) agree The Seller Parties shall, and shall cause their respective Affiliates to, obtain as promptly as practicable all consents, approvals and waivers required to be obtained from any divestiture third Persons in connection with the consummation of the First Closing, the Second Closing and the other transactions contemplated by Parent or this Agreement and the Company or any other Transaction Documents and so that all Permits, contracts and other agreements of Parent’s subsidiaries or affiliatesthe Subject Entities and their Subsidiaries will remain in full force and effect from and after the First Closing, of shares of capital stock or and Purchaser shall reasonably cooperate with the Seller Parties and their respective Affiliates in connection with obtaining such consents, approvals and waivers. The Seller Parties shall keep Purchaser fully informed of any businesscommunications with, assets and any inquiries or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information from, and any offers made, any conditions imposed or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Actrequired, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of by any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each of the Company and Parent shall file third Person in connection 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 Actso obtaining such Person’s consent, as well as comparable pre-merger notification forms the status thereof. In the event that any such Person imposes or requires any conditions to the receipt of such Person’s consent that is required by in connection with the merger notification consummation of the First Closing, the Second Closing or control laws and regulations any 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, (b) supply any additional information which reasonably may be required transactions contemplated by this Agreement and the FTCother Transaction Documents, the DOJ or Seller Parties, on the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriateone hand, and (c) promptly inform Purchaser, on the other party hand, shall reasonably cooperate with each other in good faith to agree upon the manner in which such conditions shall be satisfied. Nothing in this Section 5.3(d) shall require Purchaser or any of its Affiliates to incur any material communication received by out of pocket expenses, make any material financial commitment or grant or agree to any material concession to any third Person to obtain any such party from consent, approval or waiver. (e) Notwithstanding anything to the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for contrary in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided Purchaser acknowledges and agrees that it shall afford be responsible for and assume all Informational Technology Transition Costs and the Company a reasonable opportunity Seller Parties shall have no responsibility therefor. (f) Parent shall provide or cause to participate thereinbe provided, certain information technology and migration consulting services as more specifically described in the Transitional Services Agreement. For purposes the avoidance of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amendeddoubt, the Xxxxxxx Actobligation of Parent to provide such services up to an aggregate value of $90,000 pursuant to, as amendedand in accordance with, the HSR Act, Transitional Services Agreement will not in any way abrogate or diminish Purchaser’s obligation to assume and discharge the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeInformation Technology Transition Costs.

Reasonable Efforts. Subject to the terms (i) Each of Halter Marine and conditions provided in this Agreement, each of the parties hereto Friede Goldman shall use commercially all reasonable efforts to take promptly(A) take, or cause to be taken, all actionsappropriate action, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions Law or other impediments or delays, legal or otherwise, in order otherwise to consummate and make effective the transactions contemplated by this Agreement for as promptly as practicable, (B) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Friede Goldman or Halter Marine or any of their subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the purpose HSR Act), in connection with the authorization, execution and delivery of securing this Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Merger, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (x) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (y) the HSR Act and (z) any other applicable Law; provided that Friede Goldman and Halter Marine shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the parties hereto non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Halter Marine and Friede Goldman shall furnish to each other all information required for any application or other filing to be made pursuant to the benefits rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. If Halter Marine and Friede Goldman shall not take any administrativeaction, judicial or legislative action refrain from taking any action, the effect of which would be to delay or proceeding is instituted impede the ability of Halter Marine and Friede Goldman to consummate the transactions contemplated by this Agreement. (or threatened ii) Each of the parties hereto agrees, and shall cause each of its respective subsidiaries to be instituted) challenging cooperate and to use their respective reasonable best efforts to obtain promptly any government clearances required for completion of the Merger or transactions (including through compliance with the HSR Act and any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined belowapplicable foreign governmental reporting requirements), the Company to respond to any government requests for information, and Parent shall each reasonably cooperate to contest and resist any such action action, including any legislative, administrative or proceedingjudicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and (an "Order") that restricts, prevents, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the other transactionsviews of one another, including without limitationin connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or in behalf of any business, assets party hereto in connection with proceedings under or property 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 relating to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, Act or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial requestfederal, state or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, foreign antitrust or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Mergerfair trade law. 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 Each party shall promptly (a) supply the other with any information which may be required in order to effectuate such filings, (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, and (c) promptly inform notify the other party of any material communication received by such to that party from the Federal Trade Commission, the Antitrust Division of the Department of Justiceany Governmental Entity in connection with any required filing with, or any other governmental approval or regulatory authority regarding review by, such Governmental Entity in connection with the Merger and permit the other party to review in advance any other transaction provided for such proposed communication to any Governmental Entity. Neither party shall agree to participate in this Agreement. Parent shall be entitled to direct any proceedings or negotiations meeting with any Governmental Entity relating 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 such Governmental Entity, gives the other party the opportunity to attend and participate thereat. (iii) Notwithstanding any provision of paragraph (i) or paragraph (ii) above, neither Halter Marine nor Friede Goldman shall be required to take any action pursuant to this Section 6.06 that would require either Halter Marine or Friede Goldman to sell, divest, dispose of or hold separate any assets (including any shipyard) or business unit. (iv) In the event any claim, action, suit, investigation or other proceeding by any governmental body or other person or other legal or administrative proceeding is commenced that questions the validity or legality of the foregoingtransactions contemplated hereby or seeks damages in connection therewith, provided that it shall afford before the Company a Effective Time, each of Halter Marine and Friede Goldman agree to cooperate and use their reasonable opportunity efforts to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations defend against and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of traderespond thereto.

Reasonable Efforts. Subject to the terms and conditions provided in of this AgreementAgreement and applicable law, each of the parties hereto shall use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as reasonably practicable, including such actions or things as either party hereto may reasonably request in order to cause any of the purpose conditions to such other party's obligation to consummate such transactions specified in Article V to be fully satisfied. Without limiting the generality of securing to the foregoing, the parties hereto shall (and shall cause their respective Subsidiaries, and use their reasonable efforts to 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 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 or entity; filing all applicable Notification and Report Forms required under the benefits Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") as a result of the transactions contemplated by this Agreement. If Agreement and promptly complying with any administrative, judicial 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 legislative action preliminary injunction or proceeding is instituted restraining order or other similar order issued or entered by any court or governmental entity (or threatened to be institutedan "Injunction") challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (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 defined below), the Company and Parent shall each may be necessary or reasonably cooperate to contest and resist requested in connection with any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or foregoing; and in general, consummating and making effective the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appealtransactions contemplated hereby; provided, however, that Parent 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 (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 not be required to (ix) pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any divestiture by Parent conditions or requirements which are materially adverse or burdensome (or, in the Company case of AT&T Corp., adverse or burdensome in any of Parent’s subsidiaries respect) or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates(y) amend, or of the Companyagree to amend, its affiliates, or the imposition of in any material limitation on the ability of respect any of them contract. Prior to conduct their businesses making any application to or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations filing with any Governmental Entity relating to any or other person or entity in connection with this Agreement, each of Liberty and Emmis shall provide the foregoing, provided that it shall other party with drafts thereof and afford the Company other party a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradecomment on such drafts.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially its reasonable efforts to take promptly, or cause to be takentaken promptly, all actions, and to do promptly, or cause to be donedone promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Mergers to occur, to obtain all necessary waivers, consents consents, approvals and approvals 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to (x) any divestiture by Parent license, sale or the Company other disposition or holding separate (through establishment of a trust or otherwise) of any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property properties of Parent or Parent, its subsidiaries or affiliates, affiliates or of the Company, its affiliates, or (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 respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of such assetsownership of their respective businesses and, properties and stockin the case of Parent, the business of the Company, (iiz) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt imposition of any such initial requestimpediment 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, (iiiaa) take any action under this Section 5.8 if any Governmental Entity that has the authority Company shall not be required to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, agree to the extent not already filed, each imposition of any limitation on the ability of the Company and Parent shall file with the United States Federal Trade Commission to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (the “FTC”) and the Antitrust Division of the United States Department of Justice any such action described in (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 filingsx), (by), (z) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities (aa) an “Action of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this AgreementDivestiture”). Nothing herein shall require Parent shall be entitled to direct any proceedings or negotiations litigate with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeEntity.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall will use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including without limitation, (i) obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making of all necessary registrations and filings (including filings with Governmental Entities) and taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining of all necessary consents, approvals or waivers from third parties, (iii) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove have any injunctions adverse Order entered by any court or other impediments Governmental Entity vacated or delaysreversed, legal or otherwise, in order and (iv) execution and delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement for by, and to fully carry out the purpose of securing to the parties hereto the benefits contemplated by purposes of, this Agreement. If any administrative, judicial Nothing set forth in this Section 6.03(a) will limit or legislative action or proceeding is instituted (or threatened affect actions permitted to be institutedtaken pursuant to Section 5.02 or 5.03. (b) challenging In connection with and without limiting the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below)foregoing, the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceedingwill, and Parent will cause Sub to, (i) take all action necessary to have vacatedensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or any of the other transactionstransactions contemplated hereby, including without limitationand (ii) if any state takeover statute or similar statute or regulation becomes applicable thereto, by pursuing take all reasonable avenues action necessary to ensure that the Offer and the Merger and such other transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of administrative and judicial appeal; providedsuch statute or regulation thereon. (c) Notwithstanding any other provision hereof, however, that in no event will Parent shall not be required to (i) agree to any divestiture by Parent divestiture, hold-separate or the Company other requirement in connection with this Agreement or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradethereby.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each Each member of the parties hereto Nextel Group and each member of the SpectraSite Group shall (a) promptly make all filings and use commercially all reasonable efforts to take promptlyobtain all Authorizations required under all applicable Laws with respect to the transactions contemplated hereby and by the Ancillary Agreements and shall cooperate with each other in all reasonable respects with respect thereto, (b) use all reasonable efforts to promptly take, or cause to be taken, all actions, other actions and to do promptlydo, or cause to be done, all other things necessary, proper proper, or advisable under applicable laws appropriate to satisfy the conditions set forth in Section 5 and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for and by the purpose of securing Ancillary Agreements on the terms and conditions set forth herein and therein as soon as practicable (including seeking to the parties hereto the benefits contemplated by this Agreement. If remove promptly any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporarylegal barrier that may prevent such consummation), preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent no party shall not be required obligated to (i) pay any sum or agree to any divestiture by Parent term in each case that is not customary in the circumstances or is otherwise materially adverse to the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control interests of such assets, properties and stock, (ii) respond party in its reasonable discretion in seeking to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or obtain any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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 consent 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, (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 appropriatehereby, and (c) promptly inform not take any action (including, without limitation, effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination, or other transaction) that would reasonably be expected to impair the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division ability of the Department parties to consummate the transactions contemplated by this Agreement at the earliest practicable time, including, without limitation, any action that would impair efforts to secure any required Authorizations for such transactions (regardless of Justicewhether such action would otherwise be permitted or not prohibited hereunder). Notwithstanding the foregoing, Nextel and its Subsidiaries and Tower Aggregator and its Subsidiaries may take any action reasonably necessary or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled appropriate to direct any proceedings or negotiations with any Governmental Entity relating to consummate any of the foregoing, provided that it shall afford transactions contemplated by this Agreement or any of the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federalAncillary Agreements, and state statutesNextel and its Subsidiaries and Tower Aggregator and its Subsidiaries may take any action reasonably required to comply with any applicable Law or to comply with or fulfill any contractual obligation of such party (in the case of such contractual obligations, rulesto the extent in existence as of the date hereof). Moreover, regulationsin connection with any filing or submission required or action to be taken by Nextel or Tower Aggregator or any of their Subsidiaries to obtain any Authorization or otherwise to effect the transactions contemplated by this Agreement and the Ancillary Agreements, ordersneither Nextel nor any of its Subsidiaries nor Tower Aggregator nor any of its Subsidiaries will be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, decrees, administrative and judicial doctrines, and other laws that are designed or intended its ability to prohibit, restrict retain any material portion of its assets or regulate actions having existing (as of the purpose date hereof) businesses or effect of monopolization or restraint of tradeproduct lines.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided in of this Agreement, each of the parties hereto shall use all commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated herebyby this Agreement, to obtain including any and all necessary waiversapprovals of PRC Governmental Authorities. Seller and Purchaser each shall comply as promptly as practicable with any other laws of any Governmental Authority that are applicable to any of the transactions contemplated hereby or by the Transaction Documents and pursuant to which any consent, consents approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Seller and approvals Purchaser shall furnish to each other such necessary information and to effect all reasonable assistance as the other may request in connection with their preparation of any filing, registration or declaration which is necessary registrations under applicable laws. Purchaser and filings Seller shall keep each other apprised of the status of any communications with, and to remove any injunctions inquiries or requests for additional information from, any Governmental Authority (or other impediments or delays, legal or otherwise, in order to consummate and make effective Person regarding any of the transactions contemplated by this Agreement for or the purpose Transaction Documents) in respect of securing any such filing, registration or declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by law, provide copies of any such communications that are in writing). The parties shall use their respective commercially reasonable efforts and take all necessary action to obtain any consent, approval, order or authorization of any Governmental Authority under United States or foreign antitrust or competition laws, necessary in connection with the transactions contemplated hereby or to resolve any objections that may be asserted by any Governmental Authority with respect to the parties hereto the benefits transactions contemplated by this Agreementhereby. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for Nothing in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate require Purchaser or its Affiliates to contest and resist any such action divest or proceeding, and to have vacated, lifted, reversed hold separate or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent limitations on or other requirements in respect of the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or operation of any business, assets division or property operating unit of Parent Purchaser or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assetsits Affiliates, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under including the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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”) Business and the Antitrust Division of Assets from and after 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, Closing. (b) supply any additional information which reasonably may be required by Subject to the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction terms and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes conditions of this Agreement, “Antitrust Law” each party shall mean use its commercially reasonable efforts to cause the Xxxxxxx ActClosing to occur as promptly as practicable, as amendedincluding by defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the Xxxxxxx Act, as amended, consummation of the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federaltransactions contemplated hereby, and state statutesseeking to have any preliminary injunction, rulestemporary restraining order, regulationsstay or other legal restraint or prohibition entered or imposed by any court or other Governmental Authority that is not yet final and nonappealable vacated or reversed. (c) Purchaser and Seller each shall use commercially reasonable efforts to obtain as promptly as practicable all Permits required by law for Purchaser to conduct the Business following the Closing and to own the Assets. (d) Seller and Purchaser will cooperate and use their respective commercially reasonable efforts to obtain as promptly as practicable all consents, ordersapprovals and waivers required by third Persons to transfer the Assets to, decreesor for the use of the Assets by, administrative and judicial doctrinesPurchaser in a manner that will avoid any applicable default, and other laws that are designed conflict, or intended to prohibit, restrict termination of rights under or regulate actions having in respect of the purpose or effect of monopolization or restraint of tradeAssets.

Reasonable Efforts. Subject to Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise provided in this AgreementSection 6.3, each of the parties hereto shall agrees to use commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Purchase, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove have any injunctions stay or temporary restraining order entered by any court or other impediments Governmental Entity vacated or delaysreversed, legal or otherwise, in order and (iv) the execution and delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or neither the Company or nor Buyer shall be under any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property 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 obligation to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, 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 already filedconstitute 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 Buyer and its respective Board of Directors shall file with the United States Federal Trade Commission (the “FTC”i) and the Antitrust Division of the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the transactions contemplated herein as required by Purchase, (ii) if any state takeover statute or similar statute or regulation becomes applicable to the HSR ActPurchase, as well as comparable pre-merger notification forms required by take all action necessary to ensure that 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 Purchase may be required in order consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to effectuate minimize the effect of such filings, (b) supply any additional information which reasonably may be required by statute or regulation on the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriatePurchase, and (ciii) promptly inform cooperate with each other in the other party of arrangements for refinancing any material communication received by such party from the Federal Trade Commissionindebtedness of, or obtaining any necessary new financing for, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger Company and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeBuyer.

Reasonable Efforts. Subject to Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including: (a) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, the EC Merger Regulation, any other applicable antitrust statute and state takeover statutes), (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove have any injunctions stay or temporary restraining order entered by any court or other impediments Governmental Entity with respect to the Merger or delaysthis Agreement vacated or reversed, legal or otherwise, in order and (d) the execution and delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative; PROVIDED, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, howeverHOWEVER, that Parent the foregoing shall not be required to require (i) agree to any divestiture by Parent or the Company to make any divestiture or consent to any of Parent’s subsidiaries divestiture in order to fulfill any condition or affiliatesobtain any consent, of shares of capital stock authorization or of any business, assets approval or property of Parent to appeal an injunction or its subsidiaries or affiliatesorder, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control post a bond in respect of such assets, properties and stock, appeal or (ii) respond Parent to formal requests comply with any request for additional information from any Governmental Entity, compliance with which would be, after Parent's good faith efforts to negotiate with such Governmental Entity the narrowing of the scope of such request, unduly burdensome or documentary material pursuant to 16 C.F.R. 803.20 expensive (it being understood that a "second request" for information from any Governmental Entity in connection with filings made under the HSR Act, Act would not necessarily be unduly burdensome or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeexpensive).

Reasonable Efforts. Subject to Upon the terms and subject to the conditions provided in this Agreementset forth herein, during the Pre-Closing Period, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all reasonable efforts to (i) cause the conditions precedent set forth in SECTION 8, SECTION 9 and SECTION 10 to be satisfied; (ii) avoid any Action by any Governmental Authority; (iii) obtain all Consents or waivers from third parties, including all applicable Consents under the Contracts (provided that, the parties will discuss in good faith procedures to pursue third party Consents with respect to the Merger, it being understood that the Company shall not make, or offer to make, or be required to make, any payment or other commitment in connection with obtaining any such Consent without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed); (iv) defend any Actions challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, including obtaining executed Joinder Agreements from each Company Stockholder. In connection with, and without limiting the foregoing, the Company and the Company Board shall use all reasonable efforts to ensure that no state takeover law or similar Legal Requirements are or become applicable to the Merger, this Agreement or any of the transactions contemplated hereby and, if any takeover statute or similar Legal Requirements are or becomes applicable to the Merger, this Agreement or any of the transactions contemplated hereby, shall use all reasonable efforts to obtain all necessary waivers, consents ensure that the Merger and approvals and to effect all necessary registrations and filings and to remove any injunctions or the other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for may be consummated as promptly as practicable on the purpose of securing to the parties hereto the benefits terms contemplated by this AgreementAgreement and otherwise to minimize the effect of any such Legal Requirements on the Merger, this Agreement and the transactions contemplated hereby. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for Notwithstanding anything in this Agreement as violative of any Antitrust Law (as defined below)to the contrary, the Company and nothing contained in this Agreement shall be deemed to require Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliatesSubsidiaries to take, or agree to take, any Action of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeDivestiture.

Reasonable Efforts. Subject Lilly and Advancis each hereby agrees to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, all things necessary, reasonably necessary or proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Manufacturing Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including such actions as may be reasonably necessary to obtain approvals and consents of Governmental or Regulatory Authorities and other Persons (including, without limitation, by pursuing all reasonable avenues applicable drug listing and NDA notifications to the FDA identifying Advancis as a distributor of administrative and judicial appealthe Product); provided, however, that Parent shall not no Party will be required to (i) agree pay money (other than as expressly required pursuant to any divestiture by Parent this Manufacturing Agreement or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or as implicitly required in order for a Party to carry out its subsidiaries or affiliatesobligations hereunder), or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond assume any other material obligation not otherwise required to formal requests for additional information or documentary material pursuant be assumed by this Manufacturing Agreement. In addition, Advancis hereby agrees to 16 C.F.R. 803.20 under the HSR Actuse all reasonable efforts to take, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial requestcause to be taken, all actions and to do, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority cause to enforce any Antitrust Law seeksbe done, all things necessary or authorizes its staff proper to seek, a preliminary injunction or restraining order to enjoin consummation begin manufacturing Product as of the Merger. As soon expiration of this Manufacturing Agreement including such actions as may be reasonably practicablenecessary to obtain approvals and consents of governmental Persons and other Persons (including, without limitation, all applicable drug listing and NDA notifications to the extent not already filed, each FDA identifying Advancis as a manufacturer 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 ActProduct). ADVANCIS AGREES THAT UNDER NO CIRCUMSTANCES WILL LILLY HAVE ANY OBLIGATION TO MANUFACTURE PRODUCT BEYOND THE END OF THE CONTRACT PERIOD, 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeREGARDLESS OF WHETHER ADVANCIS HAS OBTAINED AN ALTERNATE SOURCE OF SUPPLY.

Reasonable Efforts. (a) Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially its reasonable efforts to take promptly, or cause to be takentaken promptly, all actions, and to do promptly, or cause to be donedone promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur (including such conditions under the Related Agreements), to obtain all necessary waivers, consents consents, approvals and approvals 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 transactions contemplated by this Agreement and the Related Agreements for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to (x) any divestiture by Parent license, sale or the Company other disposition or holding separate (through establishment of a trust or otherwise) of any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property properties of Parent or Parent, its subsidiaries or affiliates, affiliates or of the CompanyCompany or its Subsidiaries, its affiliates, or (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 respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of such assetsownership of their respective businesses and, properties in the case of Parent, the businesses of the Company and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial requestits Subsidiaries, or (iiiz) take 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 action under this Section 5.8 if described in (x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity that has Entity. (b) Each party hereto, at the authority to enforce any Antitrust Law seeksrequest of another party hereto, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably practicable, to necessary or desirable for effecting completely the extent not already filed, each consummation of the Company Merger 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradehereby.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each Each of the parties hereto shall will use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper reasonably necessary or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as reasonably practicable, including such actions or things as any other party may reasonably request to cause any of the purpose conditions to each party's obligation to consummate such transactions to be satisfied. Without limiting the generality of securing the foregoing, (a) each of United and UPC will take all actions necessary to call and hold a meeting of its stockholders to vote on each matter required to be approved by them in connection with the parties hereto the benefits transactions contemplated by this Agreement. If any administrative, judicial (b) the boards of directors of United and UPC will recommend that their respective stockholders vote in favor of each such matter and each of United and UPC will use reasonable efforts to solicit proxies in favor of each such matter and otherwise to secure the required vote of stockholder, provided that such recommendation and solicitation need not be made if such board of directors determines, after conferring with counsel, that the making of such recommendation would constitute a breach of such board's fiduciary duties, (c) United will vote or legislative action or proceeding is instituted (or threatened cause to be instituted) challenging voted all shares of UPC voting stock beneficially owned by United to be voted in favor of each such matter that is submitted to the Merger or any other transaction provided for in this Agreement as violative vote of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceedingUPC's stockholders, and (d) the parties will consult and cooperate with and provide reasonable assistance to have vacated, lifted, reversed or overturned any decree, judgment, injunction or each other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to the preparation and filing with the Securities and Exchange Commission and any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or other appropriate authority of any businessproxy statement, assets registration statement or property of Parent similar filing, including any amendments or its subsidiaries or affiliatessupplements, or of as may be required in connection with the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, transactions contemplated hereby; (ii) respond seeking to formal have any such registration statement or similar filing declared effective as soon reasonably practicable after filing; (iii) using reasonable efforts to obtain all necessary consents, approvals, waivers or other action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any governmental authority or other third party required to cause any of the conditions to each other party's obligation to consummate the transactions contemplated hereby to be satisfied; (v) filing all pre-merger notification and report forms required under the Hart-Xxxxx-Xxxxxx Xxt and responding to any requests for additional information or documentary material made by any governmental authority pursuant to 16 C.F.R. 803.20 under the HSR ActHart-Xxxxx-Xxxxxx Xxt; (vi) using reasonable efforts to obtain the fairness opinions described in paragraph 2 above and the tax opinions referred to in Exhibit A and Exhibit F; and (viii) providing all such information about such party, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial requestits subsidiaries and its officers, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeksdirectors, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon partners and affiliates and making all applications and filings as may be necessary or reasonably practicablerequested in connection with any of the foregoing. Nothing in this Agreement will be construed to require (A) any party or any of its affiliates to pay any consideration, 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, (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities divest itself of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justiceof, or otherwise rearrange the composition of, any other governmental of its assets or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating agree to any of the foregoingforegoing or any other condition or requirement, provided in each case to the extent that it shall afford the Company a reasonable opportunity doing so would be adverse or burdensome to participate therein. For purposes such party in any material respect or (B) Liberty or LMI to cause AT&T Corp. (or any of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Actits subsidiaries other than those that are affiliates of Liberty, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed defined in paragraph 4 above) to take or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeomit to take any action.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, to obtain including (i) the obtaining of all necessary actions, waivers, consents consents, licenses and approvals from Governmental Entities and to effect the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to remove obtain an approval, waiver or license from, or to avoid an action or proceeding by, any injunctions Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other impediments legal proceedings, whether judicial or delaysadministrative, legal challenging this Agreement or otherwisethe Stockholder Agreements, in order to consummate and make effective or the consummation of the transactions contemplated by this Agreement for Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the purpose execution and delivery of securing any additional instruments necessary to consummate the parties hereto transactions contemplated by, and to carry out fully the benefits contemplated by purposes of; this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging Without limiting the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below)foregoing, the Company and Parent shall each reasonably use all reasonable efforts and cooperate to contest in promptly preparing and resist filing as soon as practicable, and in any such action or proceedingevent within 15 business days after executing this Agreement, notifications under the HSR Act and related filings in connection with the Merger and the other transactions contemplated hereby, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree respond as promptly as practicable to any divestiture by Parent injuries or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days received from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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”"Antitrust Division") and any other Governmental Entities for additional information or documentation. Notwithstanding anything to the Notification contrary contained in this Section 5.05, no party shall be obligated to take any action pursuant to this Section 5.05 if the taking of such action or the obtaining of any waiver, consent, approval or exemption would have a material adverse effect on the Company or Parent. (b) In connection with, but without limiting, the foregoing, the Company and Report Forms relating its Board of Directors shall (i) use all reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholder Agreements, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Stockholder Agreements, the Merger or any of the transactions contemplated herein by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as required promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the HSR Act, as well as comparable pre-merger notification forms required effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. (c) Each of Parent and 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 provide the other with any information which may be required in order to effectuate such filings, (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities a copy of any other jurisdiction and which the parties may reasonably deem appropriate, and inquiry or request for information (c) promptly inform the other party including notice of any material communication received by such oral request for information), pleading, order or other document either party receives from any Governmental Entities with respect to the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for matters referred to in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeSection 5.05.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially reasonable efforts its Commercially Reasonable Efforts to ensure that its representations and warranties remain true and correct in all material respects prior to and as of the Effective Time, and to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings filings, and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to (x) any divestiture by Parent license, sale or the Company other disposition or holding separate (through establishment of a trust or otherwise) of any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property properties of Parent or Parent, its subsidiaries or affiliates, affiliates or of the CompanyCompany or its Subsidiaries, its affiliates, or (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 respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of such assetsownership of their respective businesses and, properties and stockin the case of Parent, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each businesses of the Company and Parent shall file with the United States Federal Trade Commission its Subsidiaries, or (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”z) the Notification and Report Forms relating 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 action described in (x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require any party hereto 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 litigate with any information which may be required in order Governmental Entity; provided, however, that if Parent elects to effectuate such filings, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations litigate with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of in connection with this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amendedMerger or the transactions contemplated hereby, the Xxxxxxx ActCompany shall cooperate fully with Parent in connection with the prosecution, as amendeddefense, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed negotiation or intended to prohibit, restrict or regulate actions having the purpose or effect settlement of monopolization or restraint of tradesuch litigation.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially reasonable efforts to take promptly, or cause to be takentaken promptly, all actions, and to do promptly, or cause to be donedone promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions 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 consents, approvals and approvals 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 transactions contemplated by this Agreement Transaction for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to (x) any divestiture by Parent license, sale or the Company other disposition or holding separate (through establishment of a trust or otherwise) of any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property properties of Parent or Parent, its subsidiaries or affiliates, affiliates or of the CompanyCompany or its Subsidiaries, its affiliates, or (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 respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of such assetsownership of their respective businesses and, properties and stockin the case of Parent, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each businesses of the Company and Parent shall file with the United States Federal Trade Commission its Subsidiaries, or (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”z) the Notification and Report Forms relating to imposition of any impediment on Parent, its subsidiaries or affiliates or the transactions contemplated herein as required by the HSR ActCompany or its Subsidiaries under any statute, as well as comparable pre-merger notification forms required by the merger notification rule, regulation, executive order, decree, order or control laws and regulations of applicable jurisdictionother legal restraint governing competition, as agreed to by the parties. The Company and Parent each shall promptly monopolies or restrictive trade practices (a) supply the other with any information which may be required such action described in order to effectuate such filings(x), (by) supply any additional information which reasonably may be required by the FTCor (z), the DOJ or the competition or merger control authorities an “Action of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this AgreementDivestiture”). Nothing herein shall require Parent shall be entitled to direct any proceedings or negotiations litigate with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeEntity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially its reasonable efforts to take promptly, or cause to be takentaken promptly, all actions, and to do promptly, or cause to be donedone promptly, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Arrangement to occur, to obtain all necessary waivers, consents consents, approvals and approvals 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to agree to: (ix) agree to any divestiture by Parent license, sale or the Company other disposition or holding separate (through establishment of a trust or otherwise) of any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property properties of Parent or Parent, its subsidiaries or affiliates, affiliates or of the Company, Company or any of its affiliates, or 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 respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of such assetsownership of their respective businesses and, properties and stockin 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, (iiaa) respond the Company and each of its Subsidiaries shall not be required to formal requests for additional information or documentary material pursuant agree to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt imposition of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has limitation on the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each ability of the Company and Parent shall file with the United States Federal Trade Commission to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (the “FTC”) and the Antitrust Division of the United States Department of Justice any such action described in (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 filingsx), (by), (z) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities (aa) an “Action of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this AgreementDivestiture”). Nothing herein shall require Parent shall be entitled to direct any proceedings or negotiations litigate with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeEntity.

Reasonable Efforts. Subject to the terms and conditions provided in of this AgreementAgreement and applicable law, and (with respect to Parent) subject to the last proviso of the following sentence, each of the parties hereto shall use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for 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 purpose conditions to such other party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of securing to the foregoing, the parties hereto 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 benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging preparation and filing with the Merger or any other transaction provided for in this Agreement as violative Commission of any Antitrust Law (as defined below)the Registration Statement, the Company preliminary proxy statement referred to in Section 3.2, the Proxy Statement and Parent shall each reasonably cooperate any necessary amendments or supplements to contest and resist any such action or proceeding, and thereof; (ii) seeking to have vacated, lifted, reversed such Registration Statement declared effective by the Commission as soon as reasonably practicable after filing; (iii) taking such actions as may reasonably be required under applicable state securities or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is blue sky laws in effect and that restricts, prevents, or prohibits consummation connection with the issuance of the Merger Consideration; (iv) using commercially reasonable efforts to obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person required in order to cause any of the conditions to each other transactionsparty's obligation to consummate the Merger and the transactions contemplated hereby to be fully satisfied; (v) filing all pre-merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any requests for additional information made by any Governmental Entity pursuant to the Xxxx-Xxxxx Act; (vi) using commercially reasonable efforts (which in the case of Parent do not require the commencement of litigation) to lift any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity (an "Injunction") of any type referred to in Section 8.1(e); (vii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 8.2(h) and 8.3(e); (viii) providing all such information about such party, including without limitationits Subsidiaries and its officers, by pursuing 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 (ix) in general, using commercially reasonable avenues of administrative efforts to consummate and judicial appealmake effective the transactions contemplated thereby; provided, however, that, subject (with respect to Liberty) to Section 7.10(b), 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) neither Parent nor Liberty shall 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 8.2(d); (C) without Liberty's prior consent, the Company shall not, and shall not permit any of its Subsidiaries to, amend any License or 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; and (D) Liberty 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 such action, or any other action pursuant to this Section 3.5, except to the extent that such action is required by statute, rule or regulation to be taken by or in the name of Parent or such Subsidiary (i) agree as opposed to any divestiture by Parent or in the name of Liberty or the Company or any a Subsidiary thereof) in connection with the transactions contemplated by this Agreement and, in such event, Parent (or such Subsidiary of Parent’s subsidiaries ) shall be required only to make filings and statements of fact and shall not under any circumstances be required to commit or affiliates, of shares of capital stock be committed to take or of refrain from taking any action or be subject to any restriction that relates to any business, assets asset, liability, operation or property employee 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 its Subsidiaries. Prior to conduct their businesses making any application to or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations filing with any Governmental Entity relating to any of or other Person in connection with this Agreement, each party shall provide the foregoing, provided that it shall other party with drafts thereof and afford the Company other party a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradecomment on such drafts.

Reasonable Efforts. Subject to the express provisions of Section 5.4 hereof and upon the terms and subject to the conditions provided in this Agreementset forth herein, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the First Merger and the other transactions contemplated by this Agreement, including using 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 actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and 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, waivers and approvals, in a form and substance reasonably acceptable to MRV, of any parties to any Contract listed on Schedule 5.8(d) (including all consents, waivers and approvals set forth in the Fiberxon Disclosure Schedule) as are required thereunder in connection with the First Merger or the Second Merger in order to ensure that all such Contracts remain in full force and effect from and after the Effective Time in accordance with their respective terms and to preserve all rights of, and benefits to, MRV, the first Merger Surviving Entity and/or the Surviving Entity under such Contract from and after the Effective Time all other necessary consents, approvals or waivers from third parties (provided, that the parties will discuss in good faith procedures to pursue such 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 failure by Fiberxon to comply with any of its covenants herein or a failure of a condition to Closing hereunder)); (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative (including actions by a private party) challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and fully carry out the purposes of, this Agreement. Notwithstanding anything to remove the contrary herein, if the lessor or licensor under any injunctions Fiberxon Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other impediments termination right) upon, or delaysotherwise requires in response to a notice or consent request regarding this Agreement, legal the payment of a consent fee, “profit sharing” payment or otherwiseother consideration (including increased rent payments), in order or the provision of additional security (including a guaranty), MRV shall be solely responsible for making all such payments or providing all such additional security. In connection with and without limiting the foregoing, Fiberxon and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to consummate and make effective the First Merger, this Agreement or any of the transactions contemplated by this Agreement for (other than the purpose of securing Second Merger), use all reasonable efforts to ensure that the parties hereto First Merger and the benefits other transactions contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted Agreement (or threatened to other than the Second Merger) may be instituted) challenging consummated as promptly as practicable on the Merger or any other transaction provided for in terms contemplated by this Agreement as violative and otherwise to minimize the effect of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation Legal Requirement on the ability of any of them to conduct their businesses or to own or exercise control of such assetsFirst Merger, properties this Agreement and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradehereby.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall will use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including without limitation, (i) obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making of all necessary registrations and filings (including filings with Governmental Entities) and taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining of all necessary consents, approvals or waivers from third parties, (iii) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove have any injunctions adverse Order entered by any court or other impediments Governmental Entity vacated or delaysreversed, legal or otherwise, in order and (iv) execution and delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement for by, and to fully carry out the purpose of securing to the parties hereto the benefits contemplated by purposes of, this Agreement. If any administrative, judicial Nothing set forth in this Section 6.03(a) will limit or legislative action or proceeding is instituted (or threatened affect actions permitted to be institutedtaken pursuant to Section 5.02 or 5.03. (b) challenging In connection with and without limiting the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below)foregoing, the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceedingwill, and Parent will cause Sub to, (i) take all action necessary to have vacatedensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or any of the other transactionstransactions contemplated hereby, including without limitationand (ii) if any state takeover statute or similar statute or regulation becomes applicable thereto, by pursuing take all reasonable avenues action necessary to ensure that the Offer and the Merger and such other transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of administrative and judicial appeal; providedsuch statute or regulation thereon. (c) Notwithstanding any other provision hereof, however, that in no event will Parent shall not be required to (i) agree to any divestiture by Parent divestiture, hold- separate or the Company other requirement in connection with this Agreement or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradethereby.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, to obtain including (i) the obtaining of all necessary actions, waivers, consents consents, licenses and approvals from Governmental Entities and to effect the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to remove obtain an approval, waiver or license from, or to avoid an action or proceeding by, any injunctions Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other impediments legal proceedings, whether judicial or delaysadministrative, legal challenging this Agreement or otherwisethe Stockholder Agreements, in order to consummate and make effective or the consummation of the transactions contemplated by this Agreement for Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the purpose execution and delivery of securing any additional instruments necessary to consummate the parties hereto transactions contemplated by, and to carry out fully the benefits contemplated by purposes of; this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging Without limiting the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below)foregoing, the Company and Parent shall each reasonably use all reasonable efforts and cooperate to contest in promptly preparing and resist filing as soon as practicable, and in any such action or proceedingevent within 15 business days after executing this Agreement, notifications under the HSR Act and related filings in connection with the Merger and the other transactions contemplated hereby, and to have vacatedrespond as 26 (b) In connection with, liftedbut without limiting, reversed the foregoing, the Company and its Board of Directors shall (i) use all reasonable efforts to ensure that no state takeover statute or overturned any decreesimilar statute or regulation is or becomes applicable to this Agreement, judgmentthe Stockholder Agreements, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or any of the other transactionstransactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, including without limitationthe Stockholder Agreements, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company Merger or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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 by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as required promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the HSR Act, as well as comparable pre-merger notification forms required effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. (c) Each of Parent and 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 provide the other with any information which may be required in order to effectuate such filings, (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities a copy of any other jurisdiction and which the parties may reasonably deem appropriate, and inquiry or request for information (c) promptly inform the other party including notice of any material communication received by such oral request for information), pleading, order or other document either party receives from any Governmental Entities with respect to the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for matters referred to in this AgreementSection 5.05. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeSECTION 5.06.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each Each of the parties hereto shall Parties will use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper reasonably necessary or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as reasonably practicable, including such actions or things as any other Party may reasonably request to cause any of the purpose of securing conditions to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened each Party's obligation to consummate such transactions to be institutedsatisfied. Without limiting the generality of the foregoing, (a) challenging Old United will take all actions necessary to call and hold a meeting of its stockholders to vote on each matter required to be approved by the Merger or Old United stockholders in connection with the Transaction, (b) the board of directors of Old United will recommend that its stockholders vote in favor of each such matter and Old United will use its best commercially reasonable efforts to solicit proxies in favor of each such matter and otherwise to secure the required vote of its stockholders, (c) the Parties will consult and cooperate with and provide reasonable assistance to each other in (i) the preparation and filing with the Securities and Exchange Commission and any other transaction provided for in this Agreement as violative appropriate authority of any Antitrust Law proxy statement, registration statement or similar filing, including any amendments or supplements, as may be required in connection with the Transaction; (as defined below), the Company and Parent shall each reasonably cooperate ii) seeking to contest and resist have any such registration statement or similar filing declared effective as soon as reasonably practicable after filing; (iii) using best commercially reasonable efforts to obtain all necessary consents, approvals, waivers or other action or proceedingby, and giving all necessary notices to have vacatedand making all necessary filings with and applications and submissions to, lifted, reversed or overturned any decree, judgment, injunction governmental authority or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation third party required to cause any of the Merger or conditions to each other Party's obligation to consummate the other transactionsTransaction to be satisfied, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall the Parties understand and agree that none of Liberty Media, LMI or their respective affiliates will be required to subject any of the Contributed Subs or Acquired Assets to a Partner Purchase Right in connection with the proposed transfer thereof to New United and that, if any such Partner Purchase Right is not waived, despite their having used their best commercially reasonable efforts to obtain a waiver of such Partner Purchase Right, Liberty Media and LMI will not be required to transfer or cause to be transferred the applicable Contributed Sub and Acquired Asset pursuant hereto; (iiv) agree filing all pre-merger notification and report forms required under the HSR Act and responding to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material made by any governmental authority pursuant to 16 C.F.R. 803.20 under the HSR Act; (v) using reasonable efforts to obtain the fairness opinions described in paragraph 2 above and the tax opinions referred to in Exhibit A; and (vi) providing all such information about such Party, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial requestits subsidiaries and its officers, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeksdirectors, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon partners and affiliates and making all applications and filings as may be necessary or reasonably practicablerequested in connection with any of the foregoing. Liberty Media will involve Old United as an active participant in all decisions, discussions and negotiations regarding consents and waivers of Partner Purchase Rights. Nothing in this Agreement will be construed to require (A) any Party or any of its affiliates to pay any consideration, 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, (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities divest itself of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justiceof, or otherwise rearrange the composition of, any other governmental of its assets or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating agree to any of the foregoingforegoing or any other condition or requirement, provided in each case to the extent that it shall afford the Company a reasonable opportunity doing so would be adverse or burdensome to participate therein. For purposes such Party in any material respect or (B) Liberty Media or LMI to cause AT&T Corp. (or any of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Actits subsidiaries other than those that are affiliates of Liberty Media, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed defined in paragraph 4 above) to take or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeomit to take any action.

Reasonable Efforts. Subject to (i) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall Parties agrees to use commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, but not limited to: (A) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the Hart-Scott-Rodino Act or the XXX Xxx), (X) xxx obtaining of all necessary consents, approvals or waivers from third parties, (C) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove have any injunctions stay or temporary restraining order entered by any court or other impediments Governmental Entity vacated or delays, legal or otherwise, in order reversed and (D) the execution and delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If None of the Parties shall consent to any administrativevoluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other Parties, judicial which consent shall not be unreasonably withheld. (ii) Each of the Parties shall use all reasonable efforts to not take any action, or legislative action enter into any transaction, which would cause any of the representations or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for warranties of such Party contained in this Agreement as violative to be untrue or result in a breach of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is covenant made by it in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or this Agreement. (iii) take any action under this Section 5.8 if any Governmental Entity that has Seller agrees to reasonably cooperate with Buyer to convert the authority Business at Closing to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeBuyer's general ledger system.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall agrees to use their commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement, to obtain including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and to effect the making of all necessary registrations and filings and the taking of all steps as may be necessary to remove obtain an approval or waiver from, or to avoid an action or proceeding by, any injunctions Governmental Entity, including all filings required by the HSR Act (the initial filing required by the HSR Act to be filed 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 consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other impediments legal proceedings, whether judicial or delaysadministrative, legal challenging this Agreement or otherwise, in order to consummate and make effective the consummation of the transactions contemplated by this Agreement for Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the purpose execution and delivery of securing any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to Applicable Laws relating to the parties hereto exchange of information and in addition to Section 5.4(b) , Biogen and IDEC shall have the benefits 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 the Merger and the other transactions contemplated by this Agreement. (b) Each of IDEC and Biogen shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Entity (whether domestic, foreign or supranational). If In that regard, each party shall without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any administrativecommunications from or with any Governmental Entity (whether domestic, judicial foreign or legislative action or proceeding is instituted (or threatened supranational) with respect to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, transactions contemplated by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockthis Agreement, (ii) respond permit the other to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under review and discuss in advance, and consider in good faith the HSR Actviews of the other in connection with, any proposed written (or any other Antitrust Law for a period of time exceeding ninety days from the receipt of material proposed oral) communication with any such initial requestGovernmental Entity, or (iii) take not participate in any action meeting with any such Governmental Entity unless it consults with the other in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate thereat, (iv) furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Merger, and (v) furnish the other with such necessary information and reasonable assistance as IDEC or Biogen may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Each of IDEC and Biogen may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.8 if any Governmental Entity that has 5.4 as "outside counsel only." Such material and the authority information contained therein shall be given only to enforce any Antitrust Law seeksthe outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation directors of the Merger. As soon as may be reasonably practicable, to recipient unless express permission is obtained in advance from the extent not already filed, each source of the Company materials (IDEC or Biogen, as the case may be) or its legal counsel. (c) In connection with and Parent without limiting the foregoing, IDEC and Biogen shall file with the United States Federal Trade Commission (the “FTC”i) and the Antitrust Division take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating to the transactions contemplated herein as required by hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any of the HSR Acttransactions contemplated hereby, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of applicable jurisdiction, as agreed take all action necessary to by the parties. The Company and Parent each shall promptly (a) supply the other with any information which ensure that such transactions may be consummated as promptly as practicable on the terms required in order to effectuate such filings, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justiceby, or any other governmental provided for, in this Agreement and otherwise to minimize the effect of such statute or regulatory authority regarding regulation on the Merger and any the other transaction provided for in transactions contemplated by this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including: (i) the obtaining of all necessary actions or non- actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act and state takeover statutes), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove have any injunctions stay or temporary restraining order entered by any court or other impediments Governmental Entity with respect to the Merger or delaysthis Agreement vacated or reversed, legal or otherwise, in order and (iv) the execution and delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent the foregoing shall not require Parent or the Company to make any divestiture or consent to any divestiture in order to fulfill any condition or obtain any consent to any divestiture in order to fulfill any condition or obtain any consent, authorization or approval or to appeal an injunction or order, or to post a bond in respect of such appeal. (b) Neither Parent nor the Company shall take any action or fail to take any action that, in any such case, might reasonably be required expected to (i) agree to any divestiture by Parent or the Company or cause any of Parent’s subsidiaries its representations or affiliates, of shares of capital stock or of any business, assets or property 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 warranties contained in this Agreement that is qualified as to conduct their businesses or materiality to own or exercise control of such assets, properties and stockbe untrue, (ii) respond cause any of its representations or warranties contained in this Agreement that is not so qualified to formal requests for additional information or documentary be untrue in any material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, respect or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, result in a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities breach of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received covenant made by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for it in this Agreement. Parent shall be entitled to direct any proceedings , (iv) result directly or negotiations with any Governmental Entity relating to indirectly in any of the foregoing, provided that it shall afford conditions to the Company a reasonable opportunity Merger set forth in Article VI not being satisfied or (v) impair the ability of the parties to participate therein. For purposes consummate the Merger at the earliest possible time (regardless of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed whether such action would otherwise be permitted or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradenot prohibited hereunder).

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall Parties agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, but not limited to: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all governmental entities and the making of all necessary registrations and filings (including filings with governmental entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entity (including those in connection with the HSR Act, the Mededingingswet and other non-United States anti-trust laws and regulations), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove have any injunctions stay or temporary restraining order entered by any court or other impediments governmental entity with respect to the Merger or delaysthis Agreement vacated or reversed, legal or otherwise, in order (iv) the execution and delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement for and (v) in the purpose case of securing Starwood, exercising its rights under Section 4.5 of the ITT Merger Agreement. (b) Each of the WD Parties and Starwood shall, and Starwood shall use its reasonable best efforts to the parties hereto the benefits contemplated by this Agreement. If cause ITT to, use all reasonable efforts not to take any administrativeaction that, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceedingcase, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not might reasonably be required expected to (i) agree to any divestiture by Parent or the Company or cause any of Parent’s subsidiaries its representations or affiliates, of shares of capital stock or of any business, assets or property 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 warranties contained in this Agreement that is qualified as to conduct their businesses or materiality to own or exercise control of such assets, properties and stockbe untrue, (ii) respond cause any of its representations or warranties contained in this Agreement that is not so qualified to formal requests for additional information or documentary be untrue in any material pursuant to 16 C.F.R. 803.20 under the HSR Actrespect, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, result in a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities breach of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received covenant made by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for it in this Agreement. Parent shall be entitled to direct any proceedings , (iv) result directly or negotiations with any Governmental Entity relating to indirectly in any of the foregoing, provided that it shall afford conditions set forth in Article II not being satisfied or (v) impair the Company a reasonable opportunity ability of the parties to participate therein. For purposes consummate the Merger at the earliest practicable time (regardless of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed whether such action would otherwise be permitted or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradenot prohibited hereunder).

Reasonable Efforts. Subject (a) Upon and subject to the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable efforts to take the following actions: (i) the taking of all reasonable acts necessary to cause the Offer Conditions to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid an action or proceeding by any Governmental Entity including, but not limited to, all filings under the HSR Act which are required in connection with the transactions contemplated by this Agreement. Each party shall cooperate with the other party in connection with the other party's filings under the HSR Act including taking all reasonable actions to cause early termination of all applicable waiting periods, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to obtain all have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution and delivery of any additional instruments necessary waiversto consummate the transactions contemplated by, consents and approvals and to effect fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, but subject to the terms and conditions hereof, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any other transactions contemplated by this Agreement, use all necessary registrations reasonable efforts to ensure that the Offer, the Merger and filings and to remove any injunctions or the other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for may be consummated as promptly as practicable on the purpose terms contemplated by this Agreement and otherwise to minimize the effect of securing to such statute or regulation on the parties hereto Offer, the benefits Merger, this Agreement and the other transactions contemplated by this Agreement. If . (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any administrative, judicial representation or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for warranty made by it contained in this Agreement that is qualified as violative of to materiality becoming untrue or inaccurate in any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist respect or any such action representation or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) warranty that is not so qualified becoming untrue or inaccurate in effect and that restrictsany material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, prevents, condition or prohibits consummation of the Merger agreement to be complied with or the other transactions, including without limitation, satisfied by pursuing all reasonable avenues of administrative and judicial appealit under this Agreement; provided, however, that Parent no such notification shall not be required to (i) agree to any divestiture by Parent affect the representations, warranties, covenants or agreements of the parties or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or conditions to the obligations of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action parties under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Reasonable Efforts. Subject to the terms (a) The Company and conditions provided in this AgreementEgghead shall, each of the parties hereto and shall use commercially all reasonable efforts to take promptlycause their respective Subsidiaries to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable laws with respect to the Merger and the other transactions contemplated hereby and will cooperate with each other with respect thereto; (ii) use all reasonable efforts to promptly take, or cause to be taken, all actions, other actions and to do promptlydo, or cause to be done, all other things necessary, proper or advisable under applicable laws appropriate to satisfy the conditions set forth in Article VIII and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for on the purpose of securing terms and subject to the conditions set forth herein as soon as practicable (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation); and (iii) not take any action which might reasonably be expected to impair the ability of the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging consummate the Merger at the earliest possible time (regardless of whether such action would otherwise be permitted or any other transaction provided for in this Agreement as violative not prohibited hereunder). (b) Without limiting the generality of any Antitrust Law (as defined below)the foregoing, the Company and Parent Egghead shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or cooperate in the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control preparation and filing of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon materials 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, (b) supply any additional information which reasonably may be required by comply with the FTC, requirements of the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriateHSR Act, and (cii) promptly inform use commercially reasonable efforts to prevent the other party entry in a judicial or administrative proceeding brought under any antitrust law of any material communication received by such party from the Federal Trade Commission, the Antitrust Division permanent or preliminary injunction or other order that would make consummation of the Department of Justicetransactions contemplated by this Agreement in accordance with the terms hereof unlawful, or would prevent, delay or impose conditions on such consummation. Notwithstanding any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes provision of this Agreement, “Antitrust Law” in response to any action taken or threatened to be taken by any court or Governmental Body, Egghead shall mean not be required under this Agreement to sell, license or otherwise dispose of, hold separate or otherwise divest itself of any portion of its business or assets or any portion of the Xxxxxxx Actbusiness or assets of the Surviving Corporation or agree to any limitations or restrictions in connection with its operation of such businesses which are likely to have a material effect on the expected benefits of the transactions contemplated hereby to Egghead, as amended, in order to consummate the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradetransactions contemplated hereby.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall use all commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the transactions contemplated herebymost expeditious manner practicable, the Transactions, including obtaining of all necessary actions or nonactions, and Consent from Governmental Entities and the making of all necessary Filings (including Filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain all necessary waiversa Consent from, consents and approvals and or to effect all necessary registrations and filings and to remove avoid a Proceeding by, any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing Governmental Entity. Notwithstanding anything to the parties hereto contrary in this Section 4.05(a), Purchaser shall not be required to license, divest, dispose of or hold separate any assets or businesses of either party or any of their respective Subsidiaries and Affiliates or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the benefits contemplated by assets or businesses of Purchaser or Seller or any of their respective Affiliates or Subsidiaries, or that would otherwise have a material adverse effect on Purchaser. Except as otherwise permitted under this Agreement. If , Purchaser shall not (and shall cause its Subsidiaries and Affiliates not to) take or agree to take any administrativeaction that would be reasonably likely to prevent or materially delay the Closing. (b) Before the Closing, judicial or legislative action or proceeding is instituted (or threatened each party hereto shall, and shall cause its Affiliates to, use all commercially reasonable efforts to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceedingobtain, and to have vacatedcooperate in obtaining, lifted, reversed all Consents from third parties necessary or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits appropriate to permit the consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appealTransactions; provided, however, that Parent the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than customary Filing fees payable to Governmental Entities, which shall be shared evenly between Purchaser and Seller, and nominal Filing or application fees payable to other third parties) and no party shall be required to agree to any conditions or restrictions imposed by any third party that, individually or in the aggregate, in the judgment of such party, would materially impair (or would reasonably be expected to materially impair) the ability of such party to consummate the Transactions. Seller shall not have any liability whatsoever to Purchaser arising out of or relating to the failure to obtain any Consents that may be required in connection with the Transactions or because of the termination of any Contract as a result thereof. Purchaser acknowledges that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, as a result of (i) agree the failure to obtain any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockConsent, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, termination or (iii) take any action under this Section 5.8 if Proceeding commenced or threatened by or on behalf of any Governmental Entity that Person arising out of or relating to the failure to obtain any such Consent or any such termination as long as Seller has used commercially reasonable efforts to obtain such Consent. (c) Without limiting the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation generality of the Merger. As soon as may be reasonably practicable, to the extent not already filedforegoing, each of Seller and Purchaser shall as promptly as practicable, but in no event later than five Business Days following the Company execution and Parent shall delivery hereof, 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 notification and Report Forms relating to report form, if any, required for the transactions contemplated herein as required by Transactions. Any such notification and report form and other Filings shall be in substantial compliance with the requirements of the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws . Seller and regulations of applicable jurisdiction, as agreed Purchaser shall furnish to by the parties. The Company and Parent each shall promptly (a) supply the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any information which may be required in order to effectuate such filings, (b) supply Filing or submission that is necessary under the HSR Act. Seller and Purchaser shall keep each other apprised of the status of any communications with and any inquiries or requests for additional information which reasonably may be required by from, the FTC, the DOJ and any other Governmental Entity and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the Filings, if any, made hereunder pursuant to the HSR Act. Any such supplemental information shall be in substantial compliance with the requirements of the HSR Act. Without limiting the generality of the foregoing, Purchaser shall, and shall cause its Subsidiaries and its ultimate parent entity (as defined in or for purposes of the HSR Act) to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date), including taking all reasonable action to resolve such objections, if any. Notwithstanding the foregoing, Purchaser shall not be required to contest any action, whether initiated by the FTC, DOJ, state antitrust enforcement authorities, competition or merger control authorities of any other nation or other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental Governmental Entity or regulatory authority regarding Person, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that restricts, prevents or prohibits the Merger consummation of the Transactions. (d) Subject to Laws relating to the sharing of information, Seller and Purchaser shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Seller or Purchaser the case may be, and any of their respective Affiliates or other transaction provided for related Persons, that appear in this Agreement. Parent shall be entitled to direct any proceedings Filing made with, or negotiations with written materials submitted to, any third party or any Governmental Entity relating to any of in connection with the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.Transactions

Reasonable Efforts. Subject to Parent's rights to delay the terms and conditions provided Closing as set forth in this Agreement, each of the parties hereto shall use commercially reasonable efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed2.1, each of the Company and Parent and their respective Subsidiaries 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 use their reasonable commercial efforts to effectuate the transactions contemplated herein as required by hereby and to cause to be fulfilled the HSR Actconditions to Closing under this Agreement, as well as comparable pre-merger notification forms required by and the merger notification Company shall use its commercially reasonable efforts to comply with and to effectuate the Voting Agreements and the Option Agreement. Notwithstanding the foregoing or control laws anything in this Agreement to the contrary, (i) (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction and regulations each of applicable jurisdiction, as agreed to by the parties. The Company and its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such thereof (which may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent each shall promptly (a) supply the other with any information which may be required in order to effectuate such filings, (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 appropriaterequest, and (cB) promptly inform neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the other party Company or any of its Subsidiaries or any material communication received by such party from the Federal Trade Commission, the Antitrust Division portion of the Department assets of Justicethe Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, except (1) Parent shall take such action with respect to personal communications services ("PCS") spectrum in the Company's geographic cellular service areas as is required to comply with the FCC's spectrum aggregation rules and policies or shall obtain a timely waiver of such rules and policies and (2) any such divestiture, requirement to hold separate, or limitation that arises after Parent or any of its Subsidiaries engages in, or agrees to engage in, a merger, acquisition or other governmental business combination transaction after the date hereof (and which has not been publicly announced prior to the date hereof), but would not have arisen but for Parent engaging in or regulatory authority regarding agreeing to engage in such transaction, and (ii) nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition or business combination transaction; provided that such merger, acquisition or, business combination transaction would not (x) prevent, or delay beyond the Outside Date the ability of Parent to consummate the Merger and any other transaction provided for in this Agreement. Parent shall be entitled or (y) cause the Merger to direct any proceedings or negotiations with any Governmental Entity relating fail to any qualify as a reorganization within the meaning of Section 368(a) of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeCode.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided in of this Agreement, each of the parties hereto shall cooperate and shall use commercially all reasonable best efforts to take promptlytake, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated herebyby this Agreement as promptly as practicable, to obtain including, but not limited to, (i) preparing and filing all necessary waiversforms, consents and approvals and to effect all necessary registrations and filings and notices required to remove any injunctions or other impediments or delays, legal or otherwise, in order be filed to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing Agreement, including filings and submissions pursuant to the parties Exchange Act and the TBCA, (ii) taking such commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (iii) using all reasonable best efforts to satisfy or cause the satisfaction of all conditions to Closing and (iv) using all reasonable best efforts to cause the Company Stockholders to be released from any personal guaranties that are in effect with respect to obligations of the Company, such actions to include Parent's agreeing to be substituted as guarantor of those obligations of the Company that are, prior to the Effective Time, guaranteed by any of the Company Stockholders. Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement. No party will take any action which would prevent the satisfaction of any conditions to Closing set forth in Article VI hereof. (b) Each party hereto shall promptly inform the benefits other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If any administrative, judicial party or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests affiliate thereof receives a request for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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 respect 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Actthen such party will endeavor in good faith to make, or cause to be made, as amendedsoon as reasonably practicable and after consultation with the other party, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradean appropriate response in compliance with such request.

Reasonable Efforts. Subject to the terms and conditions provided in of this AgreementAgreement and applicable law, each of the parties hereto shall act in good faith and use commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as practicable, including such actions or things as any other party may reasonably request in order to cause any of the purpose of securing conditions to such other party's obligation to consummate the parties hereto the benefits transactions contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened Agreement to be institutedfully 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) challenging consult and fully cooperate with and provide assistance to each other in (a) the Merger 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 soon as reasonably practicable 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 transaction provided for in this Agreement governmental authority or instrumentality, domestic or foreign (collectively, "GOVERNMENTAL ENTITY"), or other person or entity as violative soon as reasonably practicable after filing; (d) seeking early termination of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 waiting period under the HSR Act; (e) providing all such information concerning such party, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial requestits subsidiaries and its officers, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeksdirectors, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon partners and affiliates and making all applications and filings as may be necessary or reasonably practicablerequested in connection with any of the foregoing; (f) in general, consummating and making effective the transactions contemplated hereby; and (g) in the event and to the extent not already filedrequired, each of amending this Agreement so that this Agreement, the Company KNOGO Merger and Parent shall file the VIDEO Merger comply with the United States Federal Trade Commission (the “FTC”) DGCL and the Antitrust Division of the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating Minnesota Act. Prior to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification making any application to 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations filing with any Governmental Entity relating to any of or other person or entity in connection with this Agreement (other than filing under the foregoingHSR Act), provided that it each party shall provide the other party with drafts thereof and afford the Company other party a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradecomment on such drafts.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby the Transaction Documents, to obtain including (i) the obtaining of all necessary waiversconsents, consents and approvals and to effect all necessary registrations and filings and to remove or waivers from third parties ("Third Party Consents"), (ii) the defending of any injunctions lawsuits or other impediments legal proceedings, whether judicial or delaysadministrative, legal challenging any of the Transaction Documents or otherwise, in order to consummate and make effective the consummation of the transactions contemplated by this Agreement 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 and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Transaction Documents. Except for making the purpose of securing filings contemplated in Section 5.02(b), notwithstanding anything to the parties hereto the benefits contemplated by contrary contained in this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for nothing in this Agreement as violative shall obligate Parent or Sub to use reasonable efforts to obtain approval of the FCC Applications or clearance under the HSR Act and the grant of any Antitrust Law (as defined below)waivers in connection therewith. However, notwithstanding the Company and preceding sentence, Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation obtain approval of the Merger FCC Applications and clearance under the HSR Act and the grant of any waivers in connection therewith prior to the Termination Date unless the failure to obtain such clearance, consents and waivers is primarily the result of Acts or the other transactions, including without limitation, by pursuing all reasonable avenues Changes. For purposes of administrative and judicial appeal; provided, however, that Parent this Agreement "Acts or Changes" shall not be required to mean (i) agree to any divestiture by Parent acts or omissions on the part of the Company or any of Parent’s subsidiaries its Subsidiaries in conducting their respective operations and activities other than relating to the number of licenses or affiliates, amount of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockrevenues in a particular market, (ii) respond a breach by the Company of its obligations under this Agreement or (iii) a statutory change or enactment made by Congress which (A) decreases the number of radio licenses which an entity may own nationally or locally or (B) adversely relates to formal requests for additional information the concentration of radio licenses which an entity may own in a market, and as a result of the change or documentary material pursuant enactment referred to 16 C.F.R. 803.20 in either clause (A) or (B) above, Parent's performance of its obligations under this Agreement would result in a Material Adverse Effect on Parent and its Attributable Entities, taken as a whole. For purposes of the preceding sentence, "Attributable Entities" shall mean Parent and any entities whose radio licenses would be attributable to Parent under applicable FCC rules or regulations or under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Reasonable Efforts. Subject to (i) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall Parties agrees to use commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, but not limited to: (A) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the Xxxx-Xxxxx-Xxxxxx Act or the BHC Act), (B) the obtaining of all necessary consents, approvals or waivers from third parties, (C) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove have any injunctions stay or temporary restraining order entered by any court or other impediments Governmental Entity vacated or delays, legal or otherwise, in order reversed and (D) the execution and delivery of any additional instruments necessary to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If None of the Parties shall consent to any administrativevoluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without the consent of the other Parties, judicial which consent shall not be unreasonably withheld. (ii) Each of the Parties shall use all reasonable efforts to not take any action, or legislative action enter into any transaction, which would cause any of the representations or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for warranties of such Party contained in this Agreement as violative to be untrue or result in a breach of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is covenant made by it in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or this Agreement. (iii) take any action under this Section 5.8 if any Governmental Entity that has Seller agrees to reasonably cooperate with Buyer to convert the authority Business at Closing to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeBuyer's general ledger system.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall use all commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the transactions contemplated herebymost expeditious manner practicable, the Transactions, including obtaining of all necessary actions or nonactions, and Consent from Governmental Entities and the making of all necessary Filings (including Filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain all necessary waiversa Consent from, consents and approvals and or to effect all necessary registrations and filings and to remove avoid a Proceeding by, any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing Governmental Entity. Notwithstanding anything to the parties hereto contrary in this Section 4.01, Subscriber shall not be required to license, divest, dispose of or hold separate any assets or businesses of either party or any of their respective Subsidiaries and Affiliates or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the benefits contemplated by assets or businesses of Subscriber or the Company or any of their respective Affiliates or Subsidiaries, or that would otherwise have a material adverse effect on Subscriber. Except as otherwise permitted under this Agreement. If , Subscriber shall not (and shall cause its Subsidiaries and Affiliates not to) take or agree to take any administrativeaction that would be reasonably likely to prevent or materially delay the Closing. (b) Before the Closing, judicial or legislative action or proceeding is instituted (or threatened each party hereto shall, and shall cause its Affiliates to, use all commercially reasonable efforts to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceedingobtain, and to have vacatedcooperate in obtaining, lifted, reversed all Consents from third parties necessary or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits appropriate to permit the consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appealTransactions; provided, however, that Parent the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than customary Filing fees payable to Governmental Entities, which shall be shared evenly between Subscriber and the Company, and nominal Filing or application fees payable to other third parties) and no party shall be required to agree to any conditions or restrictions imposed by any third party that, individually or in the aggregate, in the judgment of such party, would materially impair (or would reasonably be expected to materially impair) the ability of such party to consummate the Transactions. The Company shall not have any liability whatsoever to Subscriber arising out of or relating to the failure to obtain any Consents that may be required in connection with the Transactions or because of the termination of any Contract as a result thereof. Subscriber acknowledges that no representation, warranty or covenant of the Company contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) agree the failure to obtain any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockConsent, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, termination or (iii) take any action under this Section 5.8 if Proceeding commenced or threatened by or on behalf of any Governmental Entity that has Person arising out of or relating to the authority failure to enforce obtain any Antitrust Law seeks, such Consent or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation any such termination. (c) Without limiting the generality of the Merger. As soon as may be reasonably practicable, to the extent not already filedforegoing, each of the Company and Parent Subscriber shall as promptly as practicable, but in no event later than five Business Days following the execution and delivery hereof, 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 notification and Report Forms relating to report form, if any, required for the transactions contemplated herein as required by Transactions. Any such notification and report form and other Filings shall be in substantial compliance with the requirements of 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 Subscriber shall promptly (a) supply furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any information which may be required in order to effectuate such filings, (b) supply Filing or submission that is necessary under the HSR Act. The Company and Subscriber shall keep each other apprised of the status of any communications with and any inquiries or requests for additional information which reasonably may be required by from, the FTC, the DOJ and any other Governmental Entity and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the Filings made hereunder pursuant to the HSR Act. Any such supplemental information shall be in substantial compliance with the requirements of the HSR Act. Without limiting the generality of the foregoing, Subscriber shall, and shall cause its Subsidiaries and its ultimate parent entity (as defined in or for purposes of the HSR Act) to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date), including taking all reasonable action to resolve such objections, if any. Notwithstanding the foregoing, Subscriber shall not be required to contest any action, whether initiated by the FTC, DOJ, state antitrust enforcement authorities, competition or merger control authorities of any other nation or other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental Governmental Entity or regulatory authority regarding Person, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that restricts, prevents or prohibits the Merger consummation of the Transactions. (d) Subject to Laws relating to the sharing of information, the Company and Subscriber shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the Company or Subscriber the case may be, and any of their respective Affiliates or other transaction provided for related Persons, that appear in this Agreement. Parent shall be entitled to direct any proceedings Filing made with, or negotiations with written materials submitted to, any third party or any Governmental Entity relating to any of in connection with the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.Transactions

Reasonable Efforts. Subject to Upon the terms and subject to the conditions provided in this Agreementherein provided, Buyer, on the one hand, and each of the parties hereto Sellers and each of the Purchased Entities, on the other hand, shall (and each Seller shall cause the Purchased Entities and the Sellers that are Subsidiaries of such Seller, and Parent shall cause its Subsidiaries to) use commercially its respective reasonable best efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws Laws and regulations to ensure that the conditions set forth in this Agreement are satisfied and to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwiseeffective, in order to consummate and make effective the most expeditious manner practicable, the transactions contemplated by this Agreement for and the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrativeRelated Documents, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below)including, without limitation, the Company following: (a) Buyer, on the one hand, and each of the Sellers and each of the Purchased Entities, on the other hand, shall (and each Seller shall cause the Purchased Entities and the Sellers that are Subsidiaries of such Seller, and Parent shall cause its Subsidiaries to) use its reasonable best efforts (including, in the case of the Sellers, petitioning the Bankruptcy Court pursuant to Sections 363 and 365 of the Bankruptcy Code) to obtain, at its own expense, any and all approvals, authorizations, consents and other actions by Governmental Entities, administrative agencies, courts and other Persons necessary or appropriate (above and beyond the entry of the Sale Order) for such party to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, each reasonably cooperate Seller shall (and Parent shall cause its Subsidiaries to) use its reasonable best efforts, considering the operation, force and effect of the Sale Order in authorizing such transfers, to contest obtain, at its own expense, any approvals, authorizations, consents and resist any such action other actions by all parties necessary for the Sellers or proceedingParent's Subsidiaries to transfer to Buyer, as applicable, and Buyer to have vacatedreceive, lifted, reversed or overturned any decree, judgment, injunction or all Securities and all other order assets associated with the Business which are Acquired Assets; (whether temporary, preliminary or permanentb) that is in effect and that restricts, prevents, or prohibits consummation Each of the Merger or Sellers and each of the Purchased Entities shall (and each Seller shall cause the Purchased Entities and the Sellers that are Subsidiaries of such Seller, and Parent shall cause its Subsidiaries to) take all actions, including appropriate service and notice of pleadings, in form and substance reasonably satisfactory to Buyer, needed to obtain a Sale Order that authorizes, orders and effects a sale of all of the Securities and the other transactionsAcquired Assets free and clear of all Liens and Excluded Liabilities, including and the other orders contemplated herein; (c) The Subject Entities shall (and Parent shall cause its Subsidiaries to) (1) take all necessary or appropriate corporate actions (including, without limitation, obtaining any required affirmative vote or written consent of directors) to authorize the execution and delivery of this Agreement and all documents to be executed or delivered by pursuing it pursuant hereto or in connection herewith, as appropriate, and the performance of its obligations here and there under; and (2) deliver to Buyer copies of all reasonable avenues such corporate actions, which shall be certified by its secretary, as soon as practicable after the date hereof; (d) Parent or the Sellers, as the case may be, shall notify, as required by the Bankruptcy Code and all rules promulgated thereunder, all parties entitled to notice of administrative all motions, notices and judicial appealorders referenced in this Agreement, as modified by any orders issued by the Bankruptcy Court. Parent or the Sellers, as the case may be, shall timely notify all parties to the Assumed Contracts and Assumed IP Licenses of the Cure Amounts for each such contract or license, so as to enable any such party to object to the proposed Cure Amounts and the Bankruptcy Court to determine such amounts prior to the Closing; (e) Each Seller shall (and Parent shall cause its Subsidiaries to) cooperate fully, following entry of the Sale Order approving the sale of the Acquired Assets to Buyer or its designee, in the arrangements for the transfer of the Acquired Assets from the Sellers to Buyer in an orderly fashion, free and clear of and from any and all Liens and Excluded Liabilities and otherwise in accordance with the terms, provisions and conditions of this Agreement and all other agreements, documents and instruments executed and/or delivered in connection herewith, including to the extent reasonably practical, entering into any ancillary insolvency, restructuring or similar proceedings in any relevant non-U.S. jurisdiction; provided, however, that Parent it shall not be required a condition to (i) agree to any divestiture by Parent the commencement of an insolvency, restructuring or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or similar proceeding of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for Seller organized in a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each of the Company and Parent shall file with jurisdiction outside 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 that Buyer shall promptly have (a) supply entered into an agreement with Sellers providing for compensation to Sellers reasonable under the other with circumstances for any information which may be required in order to effectuate delay or incremental expense or liability resulting from such filings, proceeding and (b) supply indemnified the directors of such entity against any additional information which reasonably may be required by liability resulting from such proceeding; and (f) Without limiting the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any generality of the foregoing, provided that it the parties hereto shall afford furnish to each other such necessary information and reasonable assistance, as each may request in connection with each Seller's preparation and filing of applications and motion papers, including the Company a reasonable opportunity Sale Motion needed to participate therein. For purposes obtain Bankruptcy Court approval of the transactions contemplated by this Agreement, “Antitrust Law” and shall mean execute any additional instruments necessary to consummate the Xxxxxxx Acttransactions contemplated hereby, as amended, whether before or after the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeClosing.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially reasonable efforts to take promptly, or cause to be takentaken promptly, all actions, and to do promptly, or cause to be donedone promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents consents, approvals and approvals 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to (x) any divestiture by Parent license, sale or the Company other disposition or holding separate (through establishment of a trust or otherwise) of any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property properties of Parent or Parent, its subsidiaries or affiliates, affiliates or of the CompanyCompany or its Subsidiaries, its affiliates, or (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 respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of such assetsownership of their respective businesses and, properties and stockin the case of Parent, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each businesses of the Company and Parent shall file with the United States Federal Trade Commission its Subsidiaries or (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”z) the Notification and Report Forms relating to imposition of any impediment on Parent, its subsidiaries or affiliates or the transactions contemplated herein as required by the HSR ActCompany or its Subsidiaries under any statute, as well as comparable pre-merger notification forms required by the merger notification rule, regulation, executive order, decree, order or control laws and regulations of applicable jurisdictionother legal restraint governing competition, as agreed to by the parties. The Company and Parent each shall promptly monopolies or restrictive trade practices (a) supply the other with any information which may be required such action described in order to effectuate such filings(x), (by) supply any additional information which reasonably may be required by the FTCor (z), the DOJ or the competition or merger control authorities an “Action of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this AgreementDivestiture”). Nothing herein shall require Parent shall be entitled to direct any proceedings or negotiations litigate with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeEntity.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided in of this Agreement, each of the parties hereto shall to this Agreement agrees to use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actionsaction, and to do promptly, or cause to be done, done all things necessary, proper proper, or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated herebyby this Agreement, and shall use all reasonable efforts to obtain as soon as practicable, and, in any event prior to the Closing Date, all necessary waiversConsents, consents authorizations, order and approvals required in connection with, and to effect all necessary registrations waivers of violations, breaches and filings defaults that may be caused by, the consummation of the Merger and to remove any injunctions or the other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for Agreement, and to make all declarations, filings and registrations, required to be obtained or made by it pursuant to any law (including, without limitation, the purpose 1933 Act and the Exchange Act), regulation, order agreement or instrument prior to consummating the transactions contemplated hereby, whether any such consent, waiver, authorization or approval, or such declaration, filing or registration, is to be obtained from or made with private parties or governmental or regulatory authorities. As used in this Agreement, "reasonable efforts" shall not include any obligation on the part of securing any party to agree to any material adverse modification of the terms of any document or contractual arrangement or to prepay or incur additional material obligations to any person that would be effective prior to the parties hereto Effective Time. In case at any time after the benefits Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation becomes so applicable to the Merger, this Agreement or any of the other transactions contemplated by this Agreement. If , and (ii) if any administrativestate takeover statute or similar statute or regulation becomes so applicable to the Merger, judicial this Agreement or legislative action any of the other transactions contemplated by this Agreement, may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or proceeding is instituted (or threatened to be instituted) challenging regulation on the Merger or any and the other transaction transactions contemplated by this Agreement. (b) Subject to the terms and conditions provided for herein, Encore agrees to use all reasonable efforts to obtain promptly those Required Consents required in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of connection with the Merger or as set forth in the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appealEncore Disclosure Schedule; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.6.03

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided in of this Agreement, each of the parties Parties hereto shall use commercially its reasonable best efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including (i) as promptly as practicable but in no event later than fifteen (15) Business Days following the execution and delivery of this Agreement, filing with the United States Federal Trade Commission and the United States Department of Justice, the notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”) required for the transactions contemplated hereby and, thereafter, furnishing as promptly as reasonably practicable any supplemental information requested in connection therewith by any Governmental Authority pursuant to the HSR Act and (ii) as promptly as practicable, but in no event later than thirty (30) days following the execution and delivery of this Agreement, filing with the Committee on Foreign Investment in the United States the voluntary notification under the Exxon-Xxxxxx Amendment for the transactions contemplated hereby; provided, however, that Purchaser shall not be required to take any action that is reasonably likely to result in a Purchaser Burdensome Condition and neither Seller nor its Affiliates shall be required to take any action that is reasonably likely to result in a Seller Burdensome Condition. Seller and Purchaser each shall comply as promptly as practicable with any other laws of any Governmental Authority that are applicable to any of the transactions contemplated hereby or by the Transaction Documents and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Seller and Purchaser each shall furnish to the others such necessary information and reasonable assistance as the other may request in connection with their preparation of any filing, registration or declaration which is necessary under the HSR Act or any other such laws. Purchaser and Seller shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority (or other Person regarding any of the transactions contemplated by this Agreement or the Transaction Documents) in respect of any such filing, registration or declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by Law, provide copies of any such communications that are in writing). The Parties shall use their respective commercially reasonable efforts and take all necessary action to obtain any clearance under the HSR Act or any other consent, approval, order or authorization of any Governmental Authority under United States or foreign antitrust or competition Laws, necessary in connection with the transactions contemplated hereby or to resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. (b) Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to cause the Closing to occur as promptly as practicable, including by defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, and seeking to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Authority that is not yet final and nonappealable vacated or reversed. (c) Seller and Purchaser each shall use its commercially reasonable efforts to obtain as promptly as practicable all necessary waiversPermits required by law for Purchaser to conduct the Business following the Closing. Notwithstanding the foregoing, consents neither Purchaser nor Seller shall be required to expend any material sum to obtain any such Permits. (d) Seller and Purchaser will cooperate and use their respective commercially reasonable efforts to obtain as promptly as practicable all consents, approvals and waivers required by third Persons so that all permits, contracts and other agreements of the Company will remain in full force and effect. Seller and Purchaser agree that, in the event that any consent, approval or waiver from a third Person necessary to effect preserve for the Company or the Business any right or benefit under any lease, license, Contract, commitment or other agreement or arrangement to which Seller or the Company is a party is not obtained prior to the Closing, subsequent to the Closing, Seller shall cooperate with Purchaser or the Company in obtaining consent as promptly thereafter as practicable, and if any such consent, approval or waiver from a third Person is not obtained prior to the Closing, from and after the Closing and until such consent, approval or waiver is obtained, the Parties shall cooperate with each other using commercially reasonable efforts to provide for Purchaser or one of its Affiliates the benefits thereof in some other manner. (e) Purchaser shall promptly (and in no event more than fifteen (15) Business Days after the date of this Agreement) make all necessary registrations and filings and to remove any injunctions notifications with all Governmental Authorities that may be or other impediments may become reasonably necessary, proper or delays, legal or otherwise, in order advisable under this Agreement and the Transaction Documents and applicable Laws to consummate and make effective the transactions contemplated by this Agreement for and the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactionsTransaction Documents, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree Purchaser causing “Form A” or similar appropriate change of control applications to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each of the Company and Parent shall file filed 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 Domiciliary Regulator with respect to the transactions contemplated herein as required by this Agreement and the Transaction Documents; (ii) Seller and Purchaser each making an appropriate filing of a notification and report form pursuant to the HSR ActAct (which filing, as well as comparable pre-merger notification forms required by including the merger notification exhibits thereto, need not be shared or control laws and regulations of applicable jurisdiction, as agreed otherwise disclosed to by the parties. The Company and Parent each shall promptly (a) supply the other Party) with any information which may be required in order respect to effectuate such filings, (b) supply any additional information which reasonably may be required the transactions contemplated by this Agreement and the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.Transaction Documents;

Reasonable Efforts. (a) Subject to the terms and conditions provided in of this Agreement, each of the parties hereto shall party will use commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, all things necessary, proper or advisable under this Agreement and the other Transaction Documents and applicable laws and regulations to consummate and make effective the transactions contemplated herebyhereby and thereby as soon as practicable after the date hereof, to obtain including (i) preparing and filing as promptly as practicable all necessary waivers, consents and approvals and documentation to effect all necessary registrations and applications, notices, petitions, filings and other documents and to remove obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any injunctions or other impediments or delays, legal or otherwise, third party and/or any Governmental Entity in order to consummate and make effective the transactions contemplated by this Agreement for and the purpose of securing other Transaction Documents and (ii) taking all reasonable steps as may be necessary to the parties hereto the benefits contemplated by this Agreementobtain all such material consents, waivers, licenses, registrations, permits, authorizations, orders and approvals. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for In fur- therance and not in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation limitation of the Merger or the other transactionsforegoing, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree each party hereto agrees to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material make appropriate filings as required pursuant to 16 C.F.R. 803.20 under the HSR Act, or Act and any other Antitrust Regulatory Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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 respect to the transactions contemplated herein hereby as required by promptly as practicable after the HSR Act, date hereof and to supply as well promptly 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, (b) supply practicable any additional information which reasonably and documentary material that may be required by requested pursuant to the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger HSR Act and any other transaction provided for in this Agreement. Parent shall be entitled Regulatory Law and to direct any proceedings take all other actions necessary to cause the expiration or negotiations with any Governmental Entity relating to any termination of the foregoing, provided that it shall afford applicable waiting periods under the Company a reasonable opportunity HSR Act as soon as practicable and (ii) subject to participate therein. For purposes the terms and conditions of this Agreement, “Antitrust Law” shall mean the Xxxxxxx ActCompany will use commercially reasonable efforts to take, as amendedor cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain all waivers with respect to each and every preemptive right and right of first refusal to which the Xxxxxxx Actissuance of Company Common Stock pursuant to this Agreement would, as amendedif not for such waivers, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradegive rise.

Reasonable Efforts. Subject to Without limiting the terms and conditions provided generality or effect of any other covenant contained in this AgreementArticle VI, Buyer and the Company will, and will each of the parties hereto shall cause their respective Subsidiaries to (a) use commercially reasonable efforts to take promptlyassemble, or cause prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all Authorizations of any Governmental Authority required to be takenobtained in connection with the Transactions, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, (b) use commercially reasonable efforts to obtain all necessary waiversmaterial Authorizations of third parties that any of Buyer, consents and approvals and the Company or their respective Affiliates are required to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, obtain in order to consummate the Transactions, and make effective (c) use commercially reasonable efforts take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the transactions contemplated by conditions of Article VII or otherwise to comply with this Agreement for and to consummate the purpose Transactions as soon as practicable. Notwithstanding the foregoing, in no event will Buyer or the Company or any of securing its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any Authorizations required in order to consummate the Merger pursuant to the parties hereto terms of any Contract to which the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger Company or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that its Subsidiaries is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeala party; provided, however, that Parent shall not be Buyer will bear the legal and other expenses incurred by it in connection with using commercially reasonable efforts to obtaining the Authorizations required to (isatisfy the condition set forth in Section 7.1(c) and, if requested by any Governmental Authority as a condition to its granting the Authorization required to satisfy the condition set forth in Section 7.1(c), Buyer will agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this matters set forth in Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each 6.3 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 ActDisclosure Letter, 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any reasonable requests of the foregoing, provided Governmental Authority as would not materially and adversely affect the economic benefits that it shall afford Buyer reasonably expects to realize from the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeTransactions.

Reasonable Efforts. Subject to Upon the terms and subject to the conditions provided set forth in this the Merger Agreement, each of the parties hereto shall will use commercially all reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the transactions contemplated herebymost expeditious manner practicable, to obtain the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from governmental entities and to effect the making of all necessary registrations and filings (including filings with governmental entities, if any) and the taking of all reasonable steps as may be necessary to remove any injunctions obtain an approval or other impediments waiver from, or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative avoid an action or proceeding is instituted by, any governmental entity, (ii) the obtaining of all necessary consents, approvals or threatened to be institutedwaivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Transaction Agreements or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other transaction provided for in this Agreement as violative governmental entity vacated or reversed and (iv) the execution and delivery of any Antitrust Law additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements; PROVIDED, HOWEVER, that Parent will not be required to consent to any action described in paragraph (as defined below)a) of Section 14. In connection with and without limiting the foregoing, the Company and the Board will (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or the Transaction Agreements, (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Transaction Agreements, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions and (iii) cooperate with Parent shall each reasonably cooperate and the Purchaser in the arrangements for obtaining the financing required to contest consummate the Offer and resist any such action or proceedingthe Merger, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is pay related fees and expenses. Nothing in effect and that restricts, prevents, or prohibits consummation of the Merger Agreement will require Parent to waive any substantial rights or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent substantial limitation on its operations or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or to dispose of any business, asset or collection of assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, Parent or the imposition of any material limitation on the ability of any of them to conduct their businesses respective subsidiaries or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Mergeraffiliates. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of Notwithstanding the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes is not prohibited from taking any action permitted by the non-solicitation provisions of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeAgreement described under "Company Takeover Proposals" above.

Reasonable Efforts. Subject to Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall party agrees to use commercially its reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwiseeffective, in order to consummate the most expeditious manner practicable, the Merger and make effective the other transactions contemplated by this Agreement for the purpose of securing Transaction Documents. In the event an Assigned Contract relates both to the parties hereto the benefits contemplated a business being transferred and a business being retained by this Agreement. If any administrative, judicial PepsiCo or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company Whitman or any of Parent’s subsidiaries or affiliatestheir respective Subsidiaries, each party will uxx xxx reasonable efforts to cause such Assigned Contract to be divided into separate contracts for each of shares of capital stock or of any the transferred business and the retained business, assets or property otherwise to cause the same economic and business terms to govern (by subcontract, sublicense or otherwise). To the extent that any Assigned Contract to be assigned by PepsiCo or Whitman (or any of Parent their respective Subsidiaries) to the other parxx xx xny of its respective Subsidiaries pursuant to this Agreement is not assignable without the consent or its subsidiaries without novation of a third-party, and such consent is not obtained or affiliatesnovation effected, as the case may be, this Agreement shall not constitute an assignment or of an attempted assignment thereof and PepsiCo and Whitman shall enter into alternative arrangements with respect thexxxx xxtisfactory to PepsiCo and Whitman. To the Companyextent any such agreements and/or related services xxxxxx be assigned or can be assigned but only with cost to the party assigning such agreement and/or related services, its affiliates, or such party shall use reasonable efforts to provide the imposition of any material limitation benefits and pass on the ability of any of them to conduct their businesses or to own or exercise control costs of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, agreements and/or related services to the extent not already filedparty to which such agreements and/or services were to be assigned hereunder. In connection with and without limiting the foregoing, each of the Company Whitman and Parent PepsiCo and their respective Boards of Directors shall file with the United States Federal Trade Commission (the “FTC”x) 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and xxke all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.reasonable

Reasonable Efforts. Subject to the terms and conditions provided in this Agreementfiduciary responsibilities, each of the parties hereto shall Company and Newco agrees to use commercially reasonable efforts to take promptlycause the consummation of the Merger to occur as soon as practicable in accordance with the terms hereof. Without limiting the foregoing, (a) each of the Company and Newco agree to use reasonable efforts to take, or cause to be taken, all actionsactions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger and (b) each of the Company and Newco shall, and shall cause its Subsidiaries to, use reasonable efforts to do promptlyobtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or cause any exemption by, or notice to be donesent to, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions Governmental Entity or other impediments public or delaysprivate third party required to be obtained, legal made or otherwisesent by Newco, the Company or any of their Subsidiaries in order to consummate and make effective connection with the transactions Merger or the taking of any action contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated thereby or by this Agreement. If Notwithstanding anything to the contrary contained in this Agreement, in connection with any administrative, judicial filing or legislative submission required or action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below)taken by Newco, the Company and Parent shall each reasonably cooperate or any of its respective Subsidiaries to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of consummate the Merger or the other transactionstransactions contemplated in this Agreement, including the Company shall not, without limitationNewco's prior written consent, by pursuing all reasonable avenues commit to any divestiture of administrative assets or businesses of the Company and judicial appealits Subsidiaries if such divested assets and/or businesses are material to the assets or profitability of the Company and its Subsidiaries taken as a whole; provided, however, that Parent and Newco shall not be required to (i) agree divest or hold separate or otherwise take or commit to take any divestiture by Parent action that limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent’s subsidiaries the businesses, product lines or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company would have a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeMaterial Adverse Effect on Newco.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties hereto shall agrees to use commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, 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 effective, in the most expeditious manner practicable, the Sale and the other transactions contemplated herebyby this Agreement, including using reasonable efforts to obtain accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and to effect the making of all necessary registrations and filings and to remove filings; (iii) the obtaining of all necessary consents, approvals or waivers from third parties; (iv) the defending of any injunctions lawsuits or other impediments legal proceedings, whether judicial or delaysadministrative, legal challenging this Agreement or otherwise, in order to consummate and make effective the consummation of the transactions contemplated by this Agreement for Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (v) the purpose execution and delivery of securing any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, Seller and the Company and their respective Boards of Directors and Purchaser and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the parties hereto Sale, this Agreement or any other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the benefits Sale, this Agreement or any other transaction contemplated by this Agreement. If any administrative, judicial or legislative take all action or proceeding is instituted (or threatened necessary to be instituted) challenging ensure that the Merger or any Sale and the other transaction provided for in transactions contemplated by this Agreement may be consummated as violative promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of any Antitrust Law (as defined below), such statute or regulation on the Company Sale and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Reasonable Efforts. Subject to the terms and conditions provided (a) Without in any way limiting any other respective obligation of Exide or any Backstop Party in this Commitment Agreement, each of the parties hereto Exide shall use (and shall cause its Subsidiaries to use), and each Backstop Party shall use, commercially reasonable efforts to take promptly, or cause to be taken, taken all actions, and to do promptly, or cause to be donedone all things, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Commitment Agreement and the Plan, including using commercially reasonable efforts in: (i) timely preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Party and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or Governmental Entity; (ii) except as set forth in Section 6.4(c), defending any Legal Proceedings challenging (A) this Commitment Agreement, the Plan or any other Plan Transaction Document, (B) the BCA Approval Order, the Disclosure Statement Order, the Rights Offering Procedures Order, or the Confirmation Order or (C) the consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed; (iii) working together in good faith to finalize the New Second Lien Convertible Notes, Indenture, Stockholders Agreement, Reorganized Exide Corporate Documents, Plan Transaction Documents and all other documents relating thereto for timely inclusion in the purpose of securing supplements to the parties hereto Plan and filing with the benefits Bankruptcy Court; and (iv) satisfying to the extent required by Law any consultation or bargaining obligations with any Employee Representative. (b) Subject to applicable Laws relating to the exchange of information, the Backstop Parties and Exide shall have the right to review in advance, and to the extent practicable each will consult with the other on all of the information relating to the Backstop Parties or Exide, as the case may be, and any of their respective Affiliates or Exide and its Subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Commitment Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceedingPlan, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appealPlan Transaction Documents; provided, however, that Parent shall not be neither Exide nor the Backstop Parties are required to provide for review in advance declarations or other evidence submitted in connection with any filing with the Bankruptcy Court. In exercising the foregoing rights, each of Exide and the Backstop Parties shall act reasonably and as promptly as practicable. (ic) agree Without limitation to any divestiture by Parent Sections 6.1 and 6.2, to the extent exigencies permit, Exide shall provide or cause to be provided to counsel to the Company Backstop Parties a draft of all motions, applications, pleadings, schedules, orders, reports or any other material papers (including all material memoranda, exhibits, supporting affidavits or declarations and evidence and other supporting documentation) in the Chapter 11 Case relating to or affecting the Plan Transaction Documents in advance of Parent’s subsidiaries or affiliates, of shares of capital stock or filing the same with the Bankruptcy Court. Except in the case of any businessdeclarations or other evidence submitted in connection with any filing with the Bankruptcy Court, assets or property of Parent or its subsidiaries or affiliatesall such motions, or of applications, pleadings, schedules, orders, reports and other material papers, when filed and upon entry by the CompanyBankruptcy Court (as applicable), its affiliates, or shall be in form and substance reasonably satisfactory to the imposition of any material limitation on Requisite Backstop Parties. (d) Nothing contained in this Section 6.7 shall limit the ability of any of them Backstop Party to conduct their businesses consult with Exide, to appear and be heard, or to own or exercise control of such assetsfile objections, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under concerning any matter arising in the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, Chapter 11 Case to the extent not already filed, each of the Company and Parent shall file inconsistent 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 PSA 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Commitment Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Reasonable Efforts. (a) Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially its reasonable efforts to take promptly, or cause to be takentaken promptly, all actions, and to do promptly, or cause to be donedone promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents consents, approvals and approvals 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to (x) any divestiture by Parent license, sale or the Company other disposition or holding separate (through establishment of a trust or otherwise) of any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property properties of Parent or Parent, its subsidiaries or affiliates, affiliates or of the CompanyCompany or its Subsidiaries, its affiliates, or (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 respective businesses or own any capital stock or assets or to own acquire, hold or exercise control full rights of such assetsownership of their respective businesses and, properties in the case of Parent, the businesses of the Company and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial requestits Subsidiaries, or (iiiz) take 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 action under this Section 5.8 if described in (x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity that has Entity. (b) Each party hereto, at the authority to enforce any Antitrust Law seeksrequest of another party hereto, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably practicable, to necessary or desirable for effecting completely the extent not already filed, each consummation of the Company Merger 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradehereby.

Reasonable Efforts. Subject to the terms and conditions provided in of this AgreementAgreement and applicable law, each of the parties hereto shall act in good faith and use commercially reasonable efforts to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as practicable, including such actions or things as any other party may reasonably request in order to cause any of 32 the purpose of securing conditions to such other party's obligation to consummate the parties hereto the benefits transactions contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened Agreement to be institutedfully 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) challenging consult and fully cooperate with and provide assistance to each other in (a) the Merger 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 soon as reasonably practicable 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 transaction provided for in this Agreement governmental authority or instrumentality, domestic or foreign (collectively, "Governmental Entity"), or other person or entity as violative soon as reasonably practicable after filing; (d) seeking early termination of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 waiting period under the HSR Act; (e) providing all such information concerning such party, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial requestits subsidiaries and its officers, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeksdirectors, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon partners and affiliates and making all applications and filings as may be necessary or reasonably practicablerequested in connection with any of the foregoing; (f) in general, consummating and making effective the transactions contemplated hereby; and (g) in the event and to the extent not already filedrequired, each of amending this Agreement so that this Agreement, the Company KNOGO Merger and Parent shall file the VIDEO Merger comply with the United States Federal Trade Commission (the “FTC”) DGCL and the Antitrust Division of the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating Minnesota Act. Prior to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification making any application to 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, (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, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to direct any proceedings or negotiations filing with any Governmental Entity relating to any of or other person or entity in connection with this Agreement (other than filing under the foregoingHSR Act), provided that it each party shall provide the other party with drafts thereof and afford the Company other party a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradecomment on such drafts.

Reasonable Efforts. Subject to Upon the terms and subject to the conditions provided in this Agreementherein provided, each of the parties Parties hereto shall agrees to use commercially all reasonable best efforts to take promptlypromptly take, or cause to be taken, all actionsaction to do, or cause to be done, and to do promptly, assist and cooperate with each of the other Parties hereto in doing or cause causing to be done, all things necessary, proper proper, or advisable under applicable laws and regulations to consummate and make effective effective, in the transactions contemplated herebymost expeditious manner practicable, to obtain the Transactions, including (i) the actions set forth in Article VIII, (ii) the obtaining of all Governmental Approvals, and all other necessary actions or nonactions, waivers, consents consents, and approvals from all appropriate Governmental Entities and to effect other Persons and the making of all necessary registrations and filings filings, (iii) the resolution of all organizational and human resources issues relating to remove the Transactions, (iv) the obtaining or making of all Consents or Filings, Environmental Permits, or Licenses necessary or desirable to ensure that the Business of the Surviving Company and the Surviving Subsidiary may be conducted without disruption consistent with the past practice of each of the Parties, (v) the defending of any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by Proceedings challenging this Agreement for or the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or Transactions, the other transactionsdefense of which shall, including without limitationat the request of any of the Parties, be conducted jointly by pursuing all reasonable avenues the Nationwide Parties and the Harleysville Parties on a basis that is reasonably satisfactory to each Party, (vi) the delisting of administrative the shares of common stock of HGI from NASDAQ and judicial appealterminating its registration under the Exchange Act; provided, however, provided that Parent such delisting and termination shall not be required effective until after the Effective Time of the Subsidiary Merger, (vii) subject to applicable Law, the developing of a joint plan with respect to the retention of the Harleysville Parties’, and their respective Subsidiaries’, customers, policyholders, Producers and employees, (iviii) agree to any divestiture by Parent the amendment, modification, or the Company or any of Parent’s subsidiaries or affiliates, of shares of capital stock or termination of any businessreinsurance, assets pooling, cost or property of Parent Tax allocation, services, management or its subsidiaries or affiliates, or other Contracts between the Harleysville Parties and/or their respective Subsidiaries and Affiliates effective as of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockEffective Time, (iiix) respond the response to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Actinquiries of, or any other Antitrust Law for a period of time exceeding ninety days from the receipt of any such initial requestand presentations to, or rating agencies, and (iiix) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, developing integration plans; and each of the Company and Parent shall file with Parties hereto further agrees to refrain from taking any action that would be reasonably likely to cause 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, (b) supply any additional information which reasonably may be required by the FTC, the DOJ Core Governmental Approvals or the competition Transactions to be substantially conditioned or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for delayed. Nothing set forth in this Agreement. Parent Section 7.3 shall limit or affect actions permitted to be entitled taken pursuant to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradeSection 7.2.