Common use of Regulatory Matters Clause in Contracts

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services Agreement, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval). (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessary. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly set forth Each of SCB and CBC shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in Section 8.10 or the Transition Services Agreementcase of applications, from notices, petitions and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law filings in respect of the Requisite Regulatory Approvals, including preparing use their reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and filing authorizations of all reports (including adverse drug experience reports) third parties and Governmental Entities which are necessary or advisable to consummate the Transaction, and to comply with the appropriate terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. SCB and CBC shall have the right to review in advance, and each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to SCB or Regulatory Authority (whether CBC, as the Product is sold before case may be, and any of their respective Subsidiaries, which appears in any filing made with, or after transfer written materials submitted to, any third party or any Governmental Entity in connection with the Transaction. In exercising the foregoing right, each of such Regulatory Approval)the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, (ii) taking consents, approvals and authorizations of all actions and conducting all communication with third parties in respect and Governmental Entities necessary or advisable to consummate the Transaction and each party will keep the other apprised of the Product sold pursuant status of matters relating to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect completion of the Product sold pursuant Transaction. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the Transaction and to the extent permitted by such Regulatory Approval (whether sold before or after transfer of Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such Regulatory Approval)meetings and conferences, in each case subject to applicable Law. (b) From Each party shall use its reasonable best efforts to respond to any request for information and after resolve any objection that may be asserted by any Governmental Entity with respect to this Agreement or the ClosingTransaction. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require SCB or CBC or any of their respective Subsidiaries, and subject to Section 8.10 hereof and neither SCB nor CBC nor any of their respective Subsidiaries shall be permitted (without the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect written consent of the Product. In additionother party), Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the investigation foregoing permits, consents, approvals and authorizations of Governmental Entities or Regulatory Agencies that would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and response to any complaint or adverse drug experience related its Subsidiaries, taken as a whole, after giving effect to the Product sold by SellerMerger and the Bank Merger (a “Materially Burdensome Regulatory Condition”). (c) From To the extent permitted by applicable Law, each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and after the Closingshareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before notice or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Seller prior such other party or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Transaction (including, without limitation the event that a recall of the Product sold by Seller is necessaryRegistration Statement). (d) Seller shallTo the extent permitted by applicable Law, within fifteen (15) days after the Closing, notify the FDA SCB and CBC shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transfer Transaction that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval will be materially delayed.

Regulatory Matters. The parties hereto shall cooperate with each other and use all reasonable efforts promptly to prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (aincluding without limitation the Merger). The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company, Parent or Sub, as the case may be, which appear in any filing made with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Parent (or Sub as the case may be) Except as expressly set forth in Section 8.10 and the Company shall promptly furnish each other with copies of written communications received by Parent, Sub or the Transition Services AgreementCompany, as the case may be, from and after or delivered by any of the Closingforegoing to, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate any Governmental Authority required by Applicable Law Entity in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated hereby. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessary. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 Golden State shall promptly prepare and file with the SEC the Proxy Statement and shall thereafter mail the Proxy Statement to its stockholders. Golden State shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the Transition Services transactions contemplated by this Agreement and the Bank Merger Agreement, from and after the Closing, Purchaser, at its cost, Parent Holdings shall furnish all information concerning Parent Holdings as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Mergers and the Subsidiary Merger). Each of Parent Holdings and Golden State shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Parent Holdings or Golden State, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation of and response transactions contemplated by this Agreement, provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information (other than pro forma financial information or financial projections) provided to any complaint or adverse drug experience related Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other appraised of the status of matters relating to completion of the transactions contemplated herein. (c) From Each of Parent Holdings and after Golden State shall, upon request, furnish the Closingother with all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and stockholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Parent Holdings, Golden State or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Mergers and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shallEach of Parent Holdings and Golden State shall promptly furnish the other with copies of written communications received by it or any of its Subsidiaries, within fifteen Affiliates or Associates (15as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) days after the Closingfrom, notify the FDA or delivered by any of the transfer foregoing to, any Governmental Entity in respect of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawstransactions contemplated hereby.

Regulatory Matters. (ai) Except as expressly Subject to the terms and conditions set forth in Section 8.10 or the Transition Services this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby; (B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B); (C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; (D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from and after the Closingany Governmental Entity, Purchaserprovided, at its cost, that any such action shall be solely responsible conditioned on the consummation of the transactions contemplated by this Agreement; and liable for provided, further, that, notwithstanding anything to the contrary herein, (i) taking all actionsTrimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, paying all fees other than the Company and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval)Transferred Subsidiaries, (ii) taking all actions AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contaminationTransferred Subsidiaries, and (iii) investigating all complaints Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse drug experiences in respect effect on the business, financial condition, or prospects of the Product sold pursuant Company and its Subsidiaries; (E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries; (F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such Regulatory Approval transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and (G) contest, defend and appeal any Action, whether sold before judicial or after transfer of such Regulatory Approval)administrative, that seeks to prevent the Closing. (bii) From and after AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the Closing, and subject economic benefits any member of the Trimble Group reasonably expects to Section 8.10 hereof receive under this Agreement and the Transition Services Ancillary Agreements contemplated by this Agreement, Seller promptly (and taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect memner of the Product. In additionAGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with taken as a whole, without the investigation prior written consent of and response to any complaint or adverse drug experience related to the Product sold by SellerTrimble. (ciii) From and after Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units economic benefits that any member of the Product sold pursuant AGCO Group reasonably expects to such Regulatory Approval (whether sold before or after transfer receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryAGCO. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except The Company shall promptly prepare and file with the SEC the Proxy Statement and Buyer shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as expressly set forth in Section 8.10 a prospectus. Each of the Company and Buyer shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail the Proxy Statement to its stockholders. Buyer shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the Transition Services transactions contemplated by this Agreement, from and after the Closing, Purchaser, at its cost, Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. The Company and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Buyer, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) From Buyer and after the ClosingCompany shall, Purchaserupon request, at its costfurnish each other with all information concerning themselves, shall their Subsidiaries, directors, officers and stockholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement, the S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior to the Closing, including the costs of notifying customersBuyer, the costs associated with shipment Company or any of such recalled Product, the price paid for such Inventory, and reasonable credits extended their respective Subsidiaries to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shallBuyer and the Company shall promptly furnish each other with copies of written communications received by Buyer or the Company, within fifteen as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (15as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) days after the Closingfrom, notify the FDA or delivered by any of the transfer foregoing to, any Governmental Entity in respect of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawstransactions contemplated hereby.

Regulatory Matters. (a) Except BANC ONE and FCN shall promptly prepare and file with the SEC the Joint Proxy Statement and BANC ONE and Newco shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as expressly set forth in Section 8.10 a prospectus. Each of BANC ONE, FCN and Newco shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and BANC ONE and FCN shall thereafter mail or deliver the Transition Services Joint Proxy Statement to their respective stockholders. BANC ONE shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, from and after FCN shall furnish all information concerning FCN and the Closing, Purchaser, at its cost, shall holders of FCN Capital Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially reasonable their best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Second Step Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. BANC ONE and FCN shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to FCN or BANC ONE, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) From BANC ONE and after FCN shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the ClosingJoint Proxy Statement, Purchaserthe S-4 or any other statement, at its costfiling, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before notice or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Seller prior BANC ONE, FCN or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Second Step Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA BANC ONE and FCN shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval will be materially delayed.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or The Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation (including Notification and Report Forms, if required, under the Transition Services AgreementHSR Act (which, from and after the Closing, Purchaser, at its costif required, shall be solely responsible filed within ten business days of the date hereof) and liable for any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (i) taking all actionsincluding the Mergers), paying all fees to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act and conducting all communication any applicable Laws in foreign jurisdictions governing antitrust or merger control matters, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters and to comply with the appropriate terms and conditions of all such Permits, consents, approvals, clearances and authorizations of all such Governmental Authority required Entities. Each of SuperMedia and Dex shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to SuperMedia or Dex, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by Applicable Law in respect this Agreement. In exercising the foregoing right, each of the Regulatory ApprovalsParties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including preparing promptly furnishing the Other Party with copies of notices or other communications received by SuperMedia or Dex, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Dex or SuperMedia to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permits, consents, approvals, clearances and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer authorizations of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect or Governmental Entities, that would reasonably be expected to have a material adverse effect on Newco, Dex, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company (a “Materially Burdensome Condition”). In addition, SuperMedia and Dex agree to cooperate and use their reasonable best efforts to prepare and file such petitions and filings, and to obtain such permits, consents, approvals, clearances and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, SuperMedia Subsidiaries and (iii) investigating all complaints and adverse drug experiences in respect the Dex Subsidiaries following consummation of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)Mergers. (b) From Each of Dex and after SuperMedia shall, upon request, furnish to the Closingother all information concerning itself, its Subsidiaries, directors, officers and subject stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to Section 8.10 hereof any Governmental Entity in connection with the Mergers and the Transition Services other transactions contemplated by this Agreement. (c) Each of Dex, Seller the Merger Subs and SuperMedia shall promptly advise the others upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives Other Party with a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer copy of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessarycommunication. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except Fifth Third shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement/Prospectus will be included. Each of First National Bankshares and Fifth Third shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as expressly set forth in Section 8.10 promptly as practicable after such filing, and First National Bankshares shall thereafter mail or deliver the Transition Services Proxy Statement/Prospectus to its shareholders. Fifth Third shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, from and after First National Bankshares shall furnish all information concerning First National Bankshares and the Closing, Purchaser, at its cost, shall holders of First National Bankshares Capital Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. First National Bankshares and Fifth Third shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Fifth Third or First National Bankshares, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. First National Bankshares shall also use its best efforts to obtain all information as may be reasonably requested from FNB. (c) From Each of First National Bankshares and after Fifth Third shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement/Prospectus, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior First National Bankshares, Fifth Third or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after Each of First National Bankshares and Fifth Third shall promptly advise the Closing, notify the FDA other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval will be materially delayed.

Regulatory Matters. (a) Except as expressly Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 8.10 6.1, required in order to continue any contract or the Transition Services Agreementagreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication in each case arising in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing transactions contemplated hereby) and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all actions necessary documentation, and conducting to effect all communication with applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent and Company shall have the right to review in respect advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Product sold pursuant parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to such Regulatory Approval (whether sold before the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or after transfer of such Regulatory Approval), including responding advisable to all complaints in respect thereof, including complaints related to tampering or contamination, consummate the transactions contemplated by this Agreement and (iii) investigating all complaints and adverse drug experiences in respect each party will keep the other apprised of the Product sold pursuant status of matters relating to such completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Approval (whether sold before or after transfer of such Regulatory ApprovalCondition”). (b) From Parent and after the ClosingCompany shall, upon request, furnish each other with all information concerning Parent, Company and subject their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser Governmental Entity in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold transactions contemplated by Sellerthis Agreement. (c) From Parent and after the Closing, Purchaser, at its cost, Company shall be solely responsible and liable promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for conducting all voluntary and involuntary recalls of units consummation of the Product sold pursuant transactions contemplated by this Agreement which causes such party to such believe that there is a reasonable likelihood that any Regulatory Approval (whether sold before or after transfer other consent or approval will not be obtained or that the receipt of any such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryapproval will be materially delayed. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services Agreement, from VFL and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval). (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any Governmental Entity necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Related Agreements and any other agreements contemplated hereby or thereby, including, without limitation, as set forth on Schedule 3.04 and Schedule 4.04. Purchaser and VFL will provide each other and their counsel the opportunity to review in connection advance and comment on all such filings with any Governmental Entity. Purchaser and VFL will keep each other informed of the investigation status of matters relating to obtaining the regulatory approvals specified in Schedule 3.04 and response Schedule 4.04. It is expressly understood by the parties hereto that each party hereto shall use commercially reasonable efforts to ensure that representatives of both Purchaser and VFL shall have the right to attend and participate in any complaint hearing, proceeding, meeting, conference or adverse drug experience related similar event before or with a Governmental Entity or other organization relating to this Agreement or a Related Agreement. In furtherance of the Product sold by Sellerforegoing, Purchaser and VFL shall provide each other reasonable advance notice of any such hearing, proceeding, meeting, conference or similar event. The notice required to be given under this Section 5.04 shall be given to representatives of VFL or Purchaser entitled to receive notices hereunder. (cb) From VFL and after the Closing, Purchaser, at its cost, Purchaser shall be solely responsible cooperate and liable for conducting use commercially reasonable efforts to obtain all voluntary other approvals and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior consents to the Closingtransactions contemplated by this Agreement and the Related Agreements, including the costs consents of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recallthird parties under Assigned Contracts. Seller shall notify Purchaser promptly in In the event and to the extent that a recall VFL is unable to obtain any required approval or consent of the Product sold by Seller is necessary. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals non-governmental authorities to any agreement to be assigned to Purchaser hereunder, (i) VFL shall use commercially reasonable efforts in cooperation with Purchaser to (A) provide or cause to be provided to Purchaser the benefits of any such agreement, (B) cooperate in any arrangement, reasonable and lawful as to VFL and Purchaser, designed to provide such benefits to Purchaser and (C) enforce for the account of Purchaser any rights of VFL arising from such agreements, including the right to elect to terminate in accordance with the terms thereof on the advice of Purchaser and (ii) Purchaser shall use commercially reasonable efforts to perform the obligations of VFL arising under such agreements and licenses, to the extent that, by reason of the transactions consummated pursuant to this Agreement or otherwise, Purchaser has control over the resources necessary to perform such obligations. If and when any such approval or consent shall be obtained or such agreement or license shall otherwise become assignable, VFL shall promptly assign all Applicable Lawsof its rights and obligations thereunder to Purchaser without the payment of further consideration and Purchaser shall, without the payment of any further consideration therefor, assume such rights and obligations and VFL shall be relieved of any and all obligation or liability hereunder.

Regulatory Matters. (a) Except The Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as expressly set forth promptly as practicable all permits, consents, approvals, and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities (collectively, the “Regulatory Approvals”). As soon as practicable after the date of this Agreement (but in Section 8.10 no event more than 75 days after the date hereof), Buyer shall prepare and file with the Federal Reserve Board and each other Governmental Entity having jurisdiction all applications and documents required to obtain the Regulatory Approvals (excluding the Regulatory Approvals applicable solely to the Bank Merger), and shall use its reasonable best efforts to obtain each necessary approval of or consent to consummate the Transition Services Merger. Buyer shall provide CFC with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file such supplements thereto as CFC may reasonably request. Buyer shall provide CFC with copies of all material correspondence received from such Governmental Entities and all material responsive correspondence sent thereto. Buyer and CFC shall have the right to review in advance, and each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all other information relating to Buyer or CFC, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each Party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other Party and its counsel the opportunity to attend and participate in such meetings and conferences. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals, and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, from and after each Party will keep the Closingother apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, Purchaser, at its cost, nothing contained herein shall be solely responsible deemed to require Buyer, CFC, or any of their respective Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals, and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect authorizations of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties or Governmental Entities, that the Buyer Board reasonably determines in respect of good faith would have a Material Adverse Effect on the Product sold pursuant Surviving Corporation and its Subsidiaries (taken as a whole) after giving effect to such the Merger (a “Materially Burdensome Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory ApprovalCondition”). (b) From Each of Buyer and after CFC shall, upon request, furnish to the Closingother all information concerning itself and its Subsidiaries, directors, officers, and subject to Section 8.10 hereof stockholders, and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint such other matters as may be reasonably necessary or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser advisable in connection with the investigation applications necessary to obtain the Regulatory Approvals, the Joint Proxy Statement/Prospectus, the Form S-4, or any other statement, filing, notice, or application made by or on behalf of and response Buyer, CFC, or any of their respective Subsidiaries to any complaint or adverse drug experience related to Governmental Entity in connection with the Product sold Merger and the other transactions contemplated by Sellerthis Agreement. (c) From Each of Buyer and after CFC shall promptly advise the Closingother upon receiving any communication from any Governmental Entity, Purchaser, at its cost, shall be solely responsible and liable the consent or approval of which is required for conducting all voluntary and involuntary recalls of units consummation of the Product sold pursuant transactions contemplated by this Agreement, that causes such Party to such believe that there is a reasonable likelihood that any Regulatory Approval (whether sold before will not be obtained or after transfer that the receipt of any such approval may be materially delayed or subject to a Materially Burdensome Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryCondition. (d) Seller Nothing contained in this Agreement shall give Buyer or CFC, directly or indirectly, the right to control or direct the operations of the other Party prior to the Effective Time. Prior to the Effective Time, subject to Article V, as applicable, Buyer and CFC each shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective business operations. (e) From the date of this Agreement until the Effective Time, each Party shall promptly notify the other Party in writing of any pending or, to the Knowledge of either Party (as the case may be), threatened Action or Order by any Governmental Entity or any other Person (a) challenging or seeking material damages in connection with the Merger or the other transactions contemplated by this Agreement or (b) seeking to restrain or prohibit the consummation of the Merger or the other transactions contemplated by this Agreement. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law, each Party shall, within fifteen (15) days after and shall cause their respective Representatives to, cooperate and use reasonable best efforts to contest and resist, except insofar as the ClosingParties may otherwise agree, notify the FDA any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the transfer of Merger or the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsother transactions contemplated by this Agreement.

Regulatory Matters. (a) Except The Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as expressly set forth promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Vantage Merger, the Piedmont Merger, and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Piedmont, Yadkin and Vantage shall have the right to review in Section 8.10 advance and each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Yadkin, Vantage and Piedmont, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transition Services transactions contemplated by this Agreement. In exercising the foregoing right, from each of the Parties shall act reasonably and after as promptly as practicable. Each party shall consult with the Closingother Parties in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, Purchasergive the other Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences. The Parties shall consult with each other with respect to the obtaining of all permits, at its costconsents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be solely responsible deemed to require any Party to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect authorizations of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of or Governmental Entities, that the Product sold pursuant Parties agree would have a Material Adverse Effect (measured on a scale relative to such Yadkin) on either Vantage, Yadkin or Piedmont (a “Materially Burdensome Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory ApprovalCondition”). (b) From Each Party shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and after the Closingshareholders or stockholders, as applicable, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint such other matters as may be reasonably necessary or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser advisable in connection with the investigation proxy statements, the Form S-4 or any other statement, filing, notice or application made by or on behalf of and response Piedmont, Vantage, Yadkin or any of their respective Subsidiaries to any complaint or adverse drug experience related to Governmental Entity in connection with the Product sold Merger and the other transactions contemplated by Sellerthis Agreement. (c) From and after Each Party shall promptly advise the Closing, Purchaser, at its cost, shall be solely responsible and liable other Parties upon receiving any communication from any Governmental Entity the consent or approval of which is required for conducting all voluntary and involuntary recalls of units consummation of the Product sold pursuant transactions contemplated by this Agreement that causes such Party to such believe that there is a reasonable likelihood that any Piedmont Requisite Regulatory Approval, Vantage Requisite Regulatory Approval (whether sold before or after transfer of such Yadkin Requisite Regulatory Approval), including recalls required by respectively, will not be obtained or that the receipt of any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating such approval may be materially delayed or subject to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryMaterially Burdensome Regulatory Condition. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except First Charter and GBC shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as expressly set forth in Section 8.10 a prospectus. Each of First Charter and GBC shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and GBC shall thereafter mail or deliver the Transition Services Proxy Statement to its shareholders. First Charter shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, from and after GBC shall furnish all information concerning GBC and the Closing, Purchaser, at its cost, shall holders of GBC Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties shall cooperate with Purchaser’s reasonable requests each other and use commercially their respective reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. GBC and First Charter shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to GBC or First Charter, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and response as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require First Charter to take any action, or commit to take any action, or agree to any complaint condition or adverse drug experience related restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to the Product sold by Sellerhave a Material Adverse Effect (measured on a scale relative to GBC) on either First Charter or GBC (a “Materially Burdensome Regulatory Condition”). (c) From Each of First Charter and after GBC shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior First Charter, GBC or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after Each of First Charter and GBC shall promptly advise the Closing, notify other upon receiving any communication from any Governmental Entity the FDA consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any First Charter Requisite Regulatory Approval or GBC Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval may be materially delayed.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services Agreement, from Purchaser and after the Closing, Purchaser, at its cost, each Seller shall be solely responsible and liable for (i) taking take, or cause to be taken, all actionsactions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, paying all fees and conducting all communication including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing transactions contemplated hereby and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all actions necessary documentation, and conducting to effect all communication with applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser and Sellers shall have the right to review in respect advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 7.1(a), in taking each of the Product sold pursuant foregoing actions each party shall be required only to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)use reasonable best efforts. (b) From Purchaser and after the ClosingSellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and subject to Section 8.10 hereof their respective Subsidiaries, directors, officers and the Transition Services Agreement, Seller promptly (shareholders and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser such other matters as may be reasonably necessary in connection with the investigation of and response to any complaint statement, filing, notice or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Seller prior Purchaser, Sellers, Company or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except The Parties will use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions on a timely basis. Each Party will use its reasonable best efforts to promptly provide written notifications to, and obtain all consents and approvals of, all Governmental Authorities and other third Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will cooperate fully with the other Parties in promptly providing such notifications and seeking to obtain such consents and approvals. In furtherance of the foregoing and not in limitation thereof, as expressly set forth in Section 8.10 or the Transition Services Agreementpromptly as practicable, from and but no later than five (5) Business Days after the ClosingEffective Date, PurchaserBuyer, at its costthe Company and Seller will prepare and file all required or necessary notification and report forms under the HSR Act, shall be solely responsible and liable for thereafter (i) taking all actionscomply at the earliest reasonably practicable date with any request under the HSR Act for additional information, paying all fees and conducting all communication with the appropriate documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from any Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing such filings or such Transactions and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions cooperate with each other in connection with any such filing, and conducting all communication in connection with third parties in resolving any investigation or other inquiry commenced by any Governmental Authority under the HSR Act with respect to any such filing or the Transactions. None of the Product sold pursuant Parties will commit to such Regulatory Approval or agree (whether sold before or after transfer permit any of such Regulatory Approval)their respective Subsidiaries to commit to or agree) with any Governmental Authority to stay, including responding toll, or extend any applicable waiting period or propose or agree to all complaints in respect thereofany remedy imposed on the Transactions under the HSR Act, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect without the prior written consent of the Product sold pursuant other (such consent not to such Regulatory Approval (whether sold before be unreasonably withheld, conditioned, or after transfer of such Regulatory Approvaldelayed). All filing fees incurred by Buyer and payable in connection with the notifications, filings, registrations or other materials contemplated by this paragraph will be paid by Buyer. (b) From and after the ClosingSubject to applicable Law, and subject each Party will furnish to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in each other all information required for any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint application or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts other filing to assist Purchaser be made pursuant to any applicable Law in connection with the investigation Transactions, and each such Party will promptly inform the other Parties of any oral communication with, and response to provide copies of written communications with, any complaint Governmental Authority regarding any such filings or adverse drug experience related the Transactions. No Party will independently participate in any meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other Parties prior notice of the meeting and, to the Product sold extent permitted by Sellersuch Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the HSR Act. Any Party may, as it deems advisable and necessary, reasonably designate any material provided to the other Parties under this Section 5.9 as “outside counsel only” to the extent required under applicable Law or as appropriate to protect confidential business information, and may withhold or redact material as necessary to comply with contractual arrangements, to preserve attorney-client, attorney work product or other legal privilege, or the extent required under applicable Law. Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors or other Representatives of the recipient, unless express written permission is obtained in advance from the source of the materials. The Parties will take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.9 in such a manner so as to preserve any applicable privilege. (c) From Notwithstanding anything in this Agreement to the contrary, Buyer and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by Seller will cooperate in good faith with any Governmental Authority and recalls will use reasonable best efforts to undertake promptly any and all action required to complete the Transactions expeditiously and lawfully. In the event that any action is threatened or instituted challenging the Transactions as violative of units HSR Act, Buyer and Seller will cooperate in good faith and will use reasonable best efforts to take all action necessary to avoid or resolve such action. Notwithstanding the foregoing or any other provision of this Agreement to the Product sold by contrary, nothing in this Agreement shall require, or be construed to require, Buyer, Buyer Parent, Seller, Seller deemed necessary by Seller in its reasonable discretion; providedParent or any of their respective Affiliates to (i) agree or commit to any divestitures, howeverlicenses or hold separate or similar arrangements with respect to, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior subject to the Closing, including the costs business, properties or assets of notifying customersthe Company, or agree or commit to any restrictions or limitations on the conduct of the business of the Company, if Buyer reasonably believes any such divestiture, license, hold separate or similar arrangement, or restriction or limitation, would have a material adverse effect on the business, operations or prospects of the Company; (ii) agree or commit to any divestitures, licenses or hold separate or similar arrangements with respect to any of their respective businesses, properties or assets, or to agree or commit to any restrictions or limitations on the conduct of any of their respective businesses; (iii) agree or commit to any material modification or waiver of the terms and conditions of this Agreement; or (iv) abandon, or agree or commit to any material limitation or condition on or modification of, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryBuyer Arena Project. (d) Seller shall, within fifteen (15) days after Prior to the Closing, notify neither Buyer nor Seller will take any action if such action would make it materially more likely that there would arise any impediments under the FDA HSR Act that may be asserted by any Governmental Authority to the consummation of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable LawsTransactions as soon as practicable.

Regulatory Matters. (a) Except Purchaser and Company shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as expressly set forth in Section 8.10 a prospectus. Each of Purchaser and Company shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Company shall thereafter mail or deliver the Transition Services Proxy Statement to its shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, from and after Company shall furnish all information concerning Company and the Closing, Purchaser, at its cost, shall holders of Company Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties shall cooperate with Purchaser’s reasonable requests each other and use their respective commercially reasonable efforts to assist promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Company and Purchaser shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws, all the information relating to Company or Purchaser, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties shall consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a material adverse effect (measured on a scale relative to Company) on Purchaser or Company. (c) From Each of Purchaser and after Company shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Purchaser, Company or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recallMerger, the Bank Merger and the other transactions contemplated by this Agreement. Seller shall notify Each of Purchaser promptly and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (1) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (2) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the event that a recall light of the Product sold circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by Seller is necessaryit would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Seller shall, within fifteen (15) days after Each of Purchaser and Company shall promptly advise the Closing, notify other upon receiving any communication from any Governmental Entity the FDA consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed. (e) Prior to the Regulatory Approvals Effective Time, Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of any Company Stock Options assumed by Purchaser. Purchaser shall prepare and file with the SEC and cause to become effective on or promptly following the Closing Date a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to Purchaser in accordance with all Applicable LawsCommon Stock issuable upon exercise of Company Stock Options, and shall exercise reasonable best efforts to maintain the effectiveness of such registration statement for so long as any of such Company Stock Options remain outstanding.

Regulatory Matters. (a) Except as expressly Each of the parties hereto shall use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Section 8.10 Article VI, to consummate the transactions contemplated hereby (including actions required in order to effect the Subsidiary Merger simultaneously with the Effective Time and to continue any contract or agreement of Seller or Seller Sub following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) subject to the conditions set forth in Article VI, obtain (and assist and cooperate with the other party in obtaining) any permit, consent, waiver, approval and authorization of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement, including the Mergers. The parties hereto shall cooperate with each other and prepare and file, as promptly as possible after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, waivers, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement. Each of the parties shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the Transition Services transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, from under no circumstances shall a party be required, and after Seller and Seller Sub shall not be permitted (without Acquiror’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the Closingforegoing permits, Purchaserconsents, at its costwaivers, approvals and authorizations, that would have, or would be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect or an Acquiror Material Adverse Effect, as the case may be (including, for the avoidance of doubt, any determination by a Governmental Entity that the Subsidiary Merger may not be consummated as contemplated herein, including simultaneously with the Effective Time); provided, that, if requested by Acquiror, then Seller and Seller Sub will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Seller and Seller Sub only in the event the Closing occurs. (b) Subject to applicable Laws relating to the exchange of information, Acquiror and Seller shall, upon request, furnish each other with all information concerning Acquiror, Seller, Acquiror Sub and the Subsidiaries and their respective directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Acquiror, Seller, Acquiror Sub and Seller Sub to any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall be solely responsible act reasonably and liable for as promptly as practicable. (c) Subject to applicable Laws (including those relating to the exchange of information), Seller and Acquiror shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Laws, the parties shall (i) taking all actionspromptly furnish each other with copies of notices or other communications received by the other party (or written summaries of communications received orally), paying all fees and conducting all communication from any third party or Governmental Entity with respect to the appropriate Governmental Authority required transactions contemplated by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval)this Agreement, (ii) taking all actions provide the other party a reasonable opportunity to review in advance, and conducting all communication with third parties in respect accept the reasonable comments of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)other party in connection with, any proposed communication to, including responding to all complaints in respect thereofany filings with or other written materials submitted to, including complaints related to tampering or contaminationany Governmental Entity, and (iii) investigating all complaints and adverse drug experiences consider in good faith the other party’s views with respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval). (b) From and after the Closingto, and subject confer in good faith with the other party to Section 8.10 hereof resolve, any disagreement as to strategy with respect to any communication by the other party with any Governmental Entity or third party relating to the transactions contemplated by this Agreement. The parties shall not, and the Transition Services Agreementshall cause their respective subsidiaries to not, Seller promptly (and participate in any event within the time periods required meeting or substantive discussion, either in person or by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In additiontelephone, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser any Governmental Entity in connection with the investigation of and response to any complaint or adverse drug experience related proposed transactions unless it consults with the other party in advance and, to the Product sold extent not prohibited by Seller. (c) From applicable Laws, gives the other party the opportunity to attend and after the Closing, Purchaser, at its cost, shall participate. Any such disclosures or rights to participate may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or made on behalf of Seller prior an outside counsel-only basis to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessary. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable extent required under applicable Laws.

Regulatory Matters. (a) Except as expressly Each of Parent and the Company shall, and shall cause its Subsidiaries, to use its reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all Legal Requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and the other transactions contemplated by this Agreement, to remove any restraint or prohibition preventing the consummation of the Merger and the other transactions contemplated by this Agreement, and, subject to the conditions set forth in Section 8.10 or Article VII, to consummate the Transition Services Agreement, from Merger and after the Closing, Purchaser, at its cost, shall be solely responsible other transactions contemplated by this Agreement and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking obtain (and cooperate with the other party to obtain) any consent, authorization, Permit, Order or approval of, or any exemption by, any Governmental Entity which is required to be obtained by Parent or the Company, respectively, or any of their respective Subsidiaries, in connection with the Merger and the other transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all actions necessary documentation, and conducting to effect all communication applications, notices, petitions and filings (including any notification required by the HSR Act), to obtain as promptly as practicable all Permits, consents, approvals, authorizations of all Governmental Entities, and the expiry or termination of all applicable waiting periods, which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. The parties hereto agree that they will consult with third parties in each other with respect to the obtaining of all Permits and consents of all Governmental Entities, and the expiration or termination of the Product sold pursuant applicable waiting period under the HSR Act or under any other Antitrust Law, necessary or advisable to such Regulatory Approval (whether sold before consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and the Company shall use its reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement, the Merger or after transfer the other transactions contemplated by this Agreement. Subject to Section 5.3, each of such Regulatory Approval)Parent and the Company shall not, and shall cause its respective Subsidiaries not to, engage in any action or transaction that would materially delay or materially impair the ability of the Company, Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Parent and the Company further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other Order, ruling or statute, Regulation or executive order that would materially adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be, including responding to all complaints in respect thereofby defending any lawsuits or other legal proceedings, including complaints related to tampering whether judicial or contaminationadministrative, and (iii) investigating all complaints and adverse drug experiences in respect challenging this Agreement or the consummation of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated by this Agreement. (b) From and after Each of Parent, on the Closingone hand, and subject to Section 8.10 hereof and the Transition Services AgreementCompany, Seller promptly (and in any event within on the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In additionother hand, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser shall, in connection with the investigation efforts referenced in Section 6.3(a) to obtain all requisite Permits, consents, and expirations or terminations of and response to any complaint or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser applicable waiting periods for the reasonable expenses and costs of conducting recalls relating to Product sold transactions contemplated by this Agreement under the HSR Act or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated any other Antitrust Law (i) cooperate in all respects with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the recall. Seller shall notify Purchaser promptly in other party and/or its counsel informed of any communication received by such party from, or given by such party to, the event that a recall Federal Trade Commission (the “FTC”), the Antitrust Division of the Product sold Department of Justice (the “DOJ”) or any other Governmental Entity and of any communication received or given in connection with any proceeding by Seller is necessary. (d) Seller shalla private party, within fifteen (15) days after the Closing, notify the FDA in each case regarding any of the transfer transactions contemplated by this Agreement; and (iii) permit the other party and/or its counsel to review in advance any written communication intended to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent not prohibited by the FTC, the DOJ or such other Governmental Entity or other Person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. In exercising the foregoing rights, each of the Regulatory Approvals parties hereto shall act reasonably and as promptly as practicable. For purposes of this Agreement, “Antitrust Law” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all Laws, Orders and judicial doctrines that are designed or intended to Purchaser in accordance with all Applicable Lawsprohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Regulatory Matters. (a) Except as expressly set forth in Without limiting the generality of Section 8.10 5.03, each of Seller and Purchaser shall, or the Transition Services Agreementshall cause their respective Subsidiaries and Affiliates to, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for use commercially reasonable efforts (i) taking all actionsas promptly as practicable, paying all fees and conducting all communication to make any filing with the appropriate Governmental Authority FTC and the DOJ required under the HSR Act with respect to the transactions contemplated by Applicable Law the Transaction Agreements, (ii) as promptly as practicable, to take all actions necessary to submit a notification within the meaning of Article 4(1) of the EC Merger Regulation in respect of the Regulatory Approvalstransactions contemplated by the Transaction Agreements, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints as promptly as practicable, to make, or cause its Subsidiaries and adverse drug experiences Affiliates to make, any filing or notice required or advisable under any other antitrust, trade regulation, competition, communications, foreign investment or other law or regulation applicable to the Transaction Agreements or the transactions contemplated thereby and (iv) to provide any supplemental information requested in respect connection with such filings made under the HSR Act, the EC Merger Regulation or such other Applicable Law as promptly as practicable after such request is made. Each of Seller and Purchaser shall, and shall cause their respective Subsidiaries and Affiliates to, furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission which is necessary or appropriate under the HSR Act, the EC Merger Regulation or such other Applicable Law or which is otherwise requested by the FTC, the DOJ, the European Commission or any other Governmental Authority in the course of any review of the Product sold pursuant to such Regulatory Approval (whether sold before transactions contemplated by the Transaction Agreements. Seller and Purchaser shall keep each other apprised of the status of any communications with, and inquiries or after transfer of such Regulatory Approval)requests for additional information from, the FTC, the DOJ, the European Commission or any other Governmental Authority. (b) From Without limiting the generality of Section 5.03, promptly following the execution and after delivery by the Closing, and subject to Section 8.10 hereof and the Transition Services Parties of this Agreement, Seller promptly (and the Parties shall, to the extent necessary or advisable, enter into discussions with the Governmental Authorities from whom consents or non-actions are or may be required to be obtained in any event within connection with the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect consummation of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests transactions contemplated by the Transaction Agreements and use commercially reasonable efforts to assist Purchaser obtain all such required consents or non-actions from such Governmental Authorities, in connection each case with the investigation of and response to any complaint or adverse drug experience related respect to the Product sold transactions contemplated by Sellerthe Transaction Agreements, so as to enable the Initial Closing to occur by the Target Initial Closing Date and the Subsequent Closings to occur as soon as reasonably possible thereafter. (c) From Without limiting the generality of Section 5.03, to the extent necessary in order to accomplish the foregoing, Purchaser shall propose, negotiate, agree or commit to and after effect, by mitigation agreement, consent decree, hold separate order or otherwise, the Closingsale, Purchaserdivestiture or disposition of, at or prohibition or limitation on the ownership or operation by it or any of its costSubsidiaries or Affiliates of, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units any portion of the Product sold pursuant to such Regulatory Approval (whether sold before business, properties or after transfer assets of such Regulatory Approval), including recalls required by Purchaser or any Governmental Authority and recalls of units of its Subsidiaries or Affiliates or the Product sold by Seller deemed necessary by Seller in its reasonable discretionTransferred Assets; provided, however, that Purchaser shall not be required pursuant to this Section 5.04 to (i) propose, commit to or effect any action that is not conditioned upon the consummation of the transactions contemplated by the Transaction Agreements, (ii) commit to or effect any sale, divestiture or disposition of, or prohibition or limitation with respect to the ownership or operation by it or any of its Affiliates of, any material portion of (x) the Transferred Assets or the Customer Care Business, (y) the properties or assets of Purchaser or any of its Subsidiaries, taken as a whole, or (z) the global business services business of Purchaser and its Subsidiaries, or (iii) commit to or effect any such sale, divestiture, disposition or prohibition or limitation on its ownership or conduct as contemplated by this Section before Seller shall reimburse substantially complies with a Request for Additional Information issued by the FTC or DOJ pursuant to the regulations adopted under the HSR Act. (d) Purchaser for shall, to the reasonable expenses extent not prohibited by Applicable Law or the relevant Governmental Authority, (1) seek prior consultation with Seller regarding any proposals it, or any of its Subsidiaries or Affiliates, intends to make to any Governmental Authority in order to obtain the satisfaction of the conditions set forth in Section 8.01(b), 8.02, 9.01(b) or 9.02 and costs of conducting recalls (2) offer to include Seller and its external legal counsel at meetings (including scheduled telephone calls) with any Governmental Authority relating to Product sold the Transaction Agreements or the transactions contemplated by the Transaction Agreements. Each Party shall, to the extent not prohibited by Applicable Law or the relevant Governmental Authority, (i) give the other Party reasonable advance notice of all meetings (which includes scheduled telephone calls) with any Governmental Authority relating to the HSR Act, the EC Merger Regulation or any other antitrust, trade regulation, competition, communications, foreign investment or other Applicable Law applicable to the Transaction Agreements or the transactions contemplated thereby (“Relevant Matters”), (ii) not participate independently in any meeting (which includes scheduled telephone calls) with any Governmental Authority relating to Relevant Matters without first giving the other Party (and the other Party’s external legal counsel) an opportunity to attend and participate in such meeting, (iii) to the extent practicable, give the other Party reasonable advance notice of all oral communications (other than scheduled telephone calls, which are dealt with in (i) and (ii) above) with any Governmental Authority relating to Relevant Matters and give the other Party (and its external legal counsel) an opportunity to participate in such communications, (iv) if any Governmental Authority initiates an oral communication relating to Relevant Matters or to the extent it is not practicable to give the other Party advance notice of any oral communication (other than scheduled telephone calls, which are dealt with in (i) and (ii) above) in accordance with (iii) above, promptly notify the other Party of the substance of such communication, (v) provide the other Party (and its external legal counsel) with a reasonable advance opportunity to review and comment upon and consider in good faith all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) to be made or submitted by or on behalf of Seller prior the other Party to any Governmental Authority relating to Relevant Matters and (vi) promptly provide the other Party with copies of all written communications to or from any Governmental Authority relating to Relevant Matters; provided that each Party shall not be obligated to disclose competitively sensitive material to the Closingother Party and may, including as it deems advisable or necessary, withhold or redact such competitively sensitive material, and such material shall only be provided on an outside counsel basis. Each of Seller and Purchaser shall not, and shall cause their respective Subsidiaries and Affiliates not to, (I) extend any waiting period or agree to refile under the costs HSR Act or the EC Merger Regulation (except with the prior written consent of notifying customersthe other Party, which consent shall not be unreasonably withheld, conditioned or delayed), (II) enter into any agreement with the FTC, the costs associated DOJ or the European Commission agreeing not to consummate the transactions contemplated by the Transaction Agreements (except with shipment the prior written consent of such recalled Productthe other Party, which consent shall not be unreasonably withheld, conditioned or delayed), or (III) otherwise willfully delay or obstruct the procedures under the HSR Act or the EC Merger Regulation, or fail to take any action necessary for obtaining clearance or approval from the FTC, the price paid for DOJ or the European Commission (except with the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed). (e) Each of Seller and Purchaser shall not take, or omit to take, any action if such Inventoryaction or omission is reasonably likely to materially interfere with or materially delay the consummation of the transactions contemplated by the Transaction Agreements or the satisfaction of any condition thereto. (f) Each of Seller and Purchaser, and reasonable credits extended their respective Subsidiaries and Affiliates, will coordinate and cooperate fully with each other in developing information with respect to customers regulatory issues and providing such assistance as the other Party may reasonably request in connection with regulatory reviews. Each Party will consult and cooperate with the recall. Seller shall notify Purchaser promptly other Party and will consider in good faith the event that a recall views of the Product sold by Seller is necessaryother Party in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with this Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly Each of the Corporation and the Purchasers agree to use (and the Corporation agrees to cause each of the Banks to use) diligent efforts in good faith, at its own expense, to obtain any Required Approvals necessary for the Closing on terms consistent with the terms set forth in Section 8.10 or this Agreement. Without limiting the Transition Services Agreementforegoing, each party will (and the Corporation will cause each of the Banks to) (i) promptly submit, to each applicable Governmental Authority, completed notices, requests and applications required from such party, as applicable, for each Required Approval, and after (ii) promptly provide to the Closingother party copies of the public portions of all such notices, Purchaserrequests and applications as they are filed with each Governmental Authority. Each party agrees to use (and the Corporation agrees to cause each of the Banks to use) diligent efforts in good faith, at its costown expense, shall be solely responsible to assist and liable for support the other party’s efforts to obtain each Required Approval. In connection with the foregoing, each Purchaser agrees to (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority if required by Applicable Law in respect the Federal Reserve, submit to standard passivity and anti-association commitments as of the Regulatory Approvalsdate of this Agreement, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions if required by the FDIC, submit to the provisions applicable to investors provided for in the FDIC’s Final Statement of Policy on Qualifications for Failed Bank Acquisitions, as interpreted and conducting all communication with third parties in respect applied as of the Product sold pursuant date of this Agreement. Notwithstanding anything herein to the contrary, neither Purchaser shall be required to (x) agree to or suffer to exist any condition, limitation, restriction or requirement that would be, individually or in the aggregate, reasonably likely to result in a Burdensome Condition or (y) take any action that would result in such Regulatory Approval Purchaser or any of its affiliates or associates being deemed in control of the Corporation or the Banks for purposes of the BHC Act or any applicable state banking law or the cross-guaranty liability provisions of the Federal Deposit Insurance Act or otherwise being regulated as a bank holding company within the meaning of the BHC Act. Notwithstanding anything herein to the contrary, neither Purchaser shall be required to furnish the Corporation with any (whether sold before 1) sensitive personal biographical or after transfer personal financial information of any of the directors, officers, employees, managers or partners of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints Purchaser or any of its affiliates or (2) proprietary and non-public information related to tampering the organizational terms of, or contaminationinvestors in, and (iii) investigating such Purchaser or its affiliates. To the extent consistent with applicable law, the Corporation shall promptly furnish to the Purchasers copies of all complaints and adverse drug experiences written communications received by the Corporation or the Banks from, or delivered by the Corporation or the Banks to, any Governmental Authority in respect of connection with the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated by this Agreement. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessary. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsits sole discretion determines to acquire or to establish its authority to acquire shares of any class of securities other than pursuant to this Agreement whose acquisition is or may be subject to one or more regulatory approvals (including without limitation non-objections), such Purchaser may, but is not obligated, to seek any such approvals, in which event the Corporation agrees that it will (and will cause the Banks to) use diligent efforts in good faith, at its own expense, to assist and support such Purchaser’s efforts to obtain, and neither Corporation nor the Banks shall oppose, any such approvals.

Regulatory Matters. (a) Except Banknorth Delaware and TD shall promptly prepare and file with the SEC the Registration Statement (which shall contain therein the Proxy Statement/Prospectus). Each of TD, Banknorth and Banknorth Delaware shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as expressly promptly as practicable after such filing, and thereafter Banknorth shall mail the Proxy Statement/Prospectus to its shareholders. If at any time prior to the Effective Time any information relating to any of the parties, or their respective affiliates, officers or directors, should be discovered by any party which should be set forth in Section 8.10 an amendment or supplement to either the Registration Statement or the Transition Services AgreementProxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, from and after in light of the Closingcircumstances under which they were made, Purchasernot misleading, at its costthe party which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication promptly filed with the appropriate Governmental Authority required by Applicable Law in respect SEC and disseminated to the shareholders of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)Banknorth. (b) From and after Subject to the Closing, and subject to Section 8.10 hereof and the Transition Services other provisions of this Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser in connection promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers) and to comply with the investigation terms and conditions of all such permits, consents, approvals and response authorizations of all such third parties and Governmental Entities. The parties shall promptly inform each other of any material communication from, and shall give the other parties a reasonable opportunity to review in advance any complaint or adverse drug experience related material communication intended to be given by it to, any Governmental Entity regarding any of the transactions contemplated by this Agreement (other than any confidential portion thereof that relates solely to the Product sold by Sellerparty receiving such communication from or providing such communication to such Governmental Entity). (c) From TD and after Banknorth shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units preparation of the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement/Prospectus, the Registration Statement or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior TD, Banknorth or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Mergers and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly set forth Notwithstanding anything to the contrary herein or in Section 8.10 the Security Documents, the Agents and the Lenders hereby agree that they will not take action pursuant to the Security Documents with respect to any item of Collateral associated with or the Transition Services Agreement, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for related to any Communications License (i) taking all actions, paying all fees and conducting all communication with to the appropriate extent such action is not permitted by the FCC or other Governmental Authority required by Applicable Law in respect of the Regulatory Approvalsor any other applicable laws, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental rules or Regulatory Authority (whether the Product is sold before regulations; or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties that would constitute or result in respect an assignment or a change of control of a Communications License (including, without limitation, an assignment or transfer of control (as those terms are defined by the Communications Act of 1934, as amended, or by the laws of any other Governmental Authority or in the rules or regulations of the Product sold pursuant FCC)) now held by or to be issued to the Borrower or any of its Subsidiaries, or that otherwise would require prior notice to or approval from the FCC or other Governmental Authority, without first providing such Regulatory Approval (whether sold before notice or after transfer of obtaining such Regulatory Approval), including responding prior approval. The Borrower agrees to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of take any action which the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval). (b) From and after the Closing, Administrative Agent may reasonably request consistent with and subject to Section 8.10 hereof and in accordance with applicable law in order to obtain from the Transition Services FCC or any other relevant Governmental Authority such approval as may be necessary to enable the Lenders to exercise the full rights and benefits granted to the Lenders pursuant to this Agreement, Seller promptly (and in any event within including the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect use of the Product. In addition, Seller shall cooperate with PurchaserBorrower’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection obtaining the approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by the Security Documents for which such approval is required by law and specifically, without limitation, upon request at any time after the occurrence and during the continuance of an Event of Default, to prepare, sign and file with the investigation FCC or any other relevant Governmental Authority the assignor’s or transferor’s and licensee’s portions of any application or applications for consent to the assignment or transfer of control of any Communications License that may be necessary or appropriate under the rules of the FCC or such other Governmental Authority for approval of any sale or transfer of control of the Collateral pursuant to the exercise of the Lenders’ rights and response remedies under the Security Documents; provided that Borrower’s failure to obtain any such approval shall not constitute a Default or Event of Default. The Borrower further consents, subject to obtaining any necessary approvals, to the assignment or transfer of control of any Communications License to operate to a receiver, trustee, or similar official or to any complaint purchaser of the Collateral pursuant to any public or adverse drug experience related private sale, judicial sale, foreclosure, or exercise of other remedies available to the Product sold Lenders as permitted by Sellerapplicable law. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessary. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except The Parties shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as expressly set forth promptly as practicable all permits, consents, approvals, and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities (collectively, the “Regulatory Approvals”). As soon as practicable after the date of this Agreement (but in Section 8.10 no event more than 75 days after the date hereof), Chemical shall prepare and file with the Federal Reserve Board and each other Governmental Entity having jurisdiction all applications and documents required to obtain the Regulatory Approvals (excluding the Regulatory Approvals applicable solely to the Bank Merger), and shall use its commercially reasonable efforts to obtain each necessary approval of or consent to consummate the Transition Services Merger. Chemical shall provide Talmer with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file such supplements thereto as Talmer may reasonably request. Chemical shall provide Talmer with copies of all material correspondence received from such Governmental Entities and all material responsive correspondence sent thereto. Chemical and Talmer shall have the right to review in advance, and each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all other information relating to Chemical or Talmer, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each Party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other Party and its counsel the opportunity to attend and participate in such meetings and conferences. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals, and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, from and after each Party will keep the Closingother apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, Purchaser, at its cost, nothing contained herein shall be solely responsible deemed to require Chemical, Talmer, or any of their respective Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals, and liable for authorizations of third parties or Governmental Entities, that would have a Material Adverse Effect on the Surviving Corporation (a “Materially Burdensome Regulatory Condition”); provided, that a Materially Burdensome Regulatory Condition shall not be deemed to include (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect applicability of any regulatory condition or requirement affecting the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with Surviving Corporation as a result of its expected asset size following the appropriate Governmental Merger; or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect except as would have a Material Adverse Effect on the Surviving Corporation, any requirement by a Governmental Entity that, as a condition to the Parties consummating the Merger, either Party or the Surviving Corporation divest of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer any amount of such Regulatory Approval)deposit liabilities, including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)banking offices and/or loans. (b) From Each of Chemical and after Talmer shall, upon request, furnish to the Closingother all information concerning itself and its Subsidiaries, directors, officers, and subject to Section 8.10 hereof shareholders, and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint such other matters as may be reasonably necessary or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser advisable in connection with the investigation applications necessary to obtain the Regulatory Approvals, the Joint Proxy Statement, the Form S-4, or any other statement, filing, notice, or application made by or on behalf of and response Chemical, Talmer, or any of their respective Subsidiaries to any complaint or adverse drug experience related to Governmental Entity in connection with the Product sold Merger and the other transactions contemplated by Sellerthis Agreement. (c) From Each of Chemical and after Talmer shall promptly advise the Closingother upon receiving any communication from any Governmental Entity, Purchaser, at its cost, shall be solely responsible and liable the consent or approval of which is required for conducting all voluntary and involuntary recalls of units consummation of the Product sold pursuant transactions contemplated by this Agreement, that causes such Party to such believe that there is a reasonable likelihood that any Regulatory Approval (whether sold before will not be obtained or after transfer that the receipt of any such approval may be materially delayed or subject to a Materially Burdensome Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryCondition. (d) Seller Nothing contained in this Agreement shall give Chemical or Talmer, directly or indirectly, the right to control or direct the operations of the other Party prior to the Effective Time. Prior to the Effective Time, subject to Article V, as applicable, Chemical and Talmer each shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective business operations. (e) From the date of this Agreement until the Effective Time, each Party shall promptly notify the other Party in writing of any pending or, to the Knowledge of either Party (as the case may be), threatened Action or Order by any Governmental Entity or any other Person (a) challenging or seeking material damages in connection with the Merger or the other transactions contemplated by this Agreement or (b) seeking to restrain or prohibit the consummation of the Merger or the other transactions contemplated by this Agreement. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law, each Party shall, within fifteen (15) days after and shall cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as the ClosingParties may otherwise agree, notify the FDA any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the transfer of Merger or the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsother transactions contemplated by this Agreement.

Regulatory Matters. (a) Except The Company and Parent, as expressly set forth in Section 8.10 or the Transition Services Agreement, from and after the Closing, Purchaser, at its costappropriate, shall be solely responsible promptly prepare and liable for (i) taking file all actionsrequisite notices and applications with respect to the Amalgamation with any applicable local, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the state, federal or foreign Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental Agency or Regulatory Authority (whether the Product is sold before under any other applicable laws or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)regulations. (b) From and after Subject to the Closingproviso to the first sentence of Section 6.7, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially reasonable efforts endeavours to assist Purchaser promptly prepare and file all necessary documentation (including the Amalgamation Agreement), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Amalgamation), and to comply fully with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and the Company shall, to the extent practicable, consult each other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) From Parent and after the ClosingCompany shall, Purchaserupon request, at its costfurnish each other with all information concerning themselves, shall their Subsidiaries, directors, officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Shareholder Materials, or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior to the Closing, including the costs of notifying customersParent, the costs associated with shipment Company or any of such recalled Product, the price paid for such Inventory, and reasonable credits extended their respective Subsidiaries to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Amalgamation and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after Parent and the Closing, notify Company shall promptly advise each other upon receiving any communication which concerns the FDA Amalgamation from any Governmental Entity whose consent or approval is required for consummation of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawstransactions contemplated by this Agreement.

Regulatory Matters. (a) Except as expressly set forth The parties hereto will cooperate with each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in Section 8.10 advance all information relating to the WM Entities or the Transition Services AgreementKeystone Entities, from as the case may be, and after the Closingany of their respective subsidiaries, Purchasertogether with any other information reasonably requested, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication which appears in any filing made with or written material submitted to any governmental body in connection with the appropriate Governmental Authority required transactions contemplated by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)this Agreement. (b) From The KH Partners and after the ClosingWMI shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and subject to Section 8.10 hereof stockholders and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint such other matters as may be necessary or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser advisable in connection with the investigation WMI Proxy Statement, or any other statement or application made by or on behalf of and response WMI or the KH Partners, or any of their respective subsidiaries to any complaint governmental body in connection with the Merger and the other transactions, applications or adverse drug experience related to the Product sold filings contemplated by Sellerthis Agreement. (c) From The KH Partners and after the ClosingWMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units or delivered by any of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)foregoing to, including recalls required by any Governmental Authority and recalls of units governmental body in respect of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by transactions contemplated hereby other than any such written communications received or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers delivered in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall any proposed settlement of the Product sold by Seller is necessaryCase where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except The Partnership and the Corporation shall promptly prepare and the Partnership shall file with the SEC the S-4, in which the Proxy Statement will be included as expressly set forth a prospectus. The Partnership shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Corporation and Partnership shall promptly thereafter mail the Proxy Statement to their respective stockholders and unitholders. The Partnership shall also use reasonable efforts to obtain any necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and obtain the approval for listing on the NYSE of the Depositary Units to be issued in Section 8.10 the Merger. Each party shall immediately notify the other party in writing in the event that such party becomes aware that the S-4 or Proxy Statement at any time contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or that the S-4 or the Transition Services AgreementProxy Statement otherwise is required to be amended or supplemented, from and after which notice shall specify, in reasonable detail, the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect circumstances thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval). (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially reasonable efforts to assist Purchaser prepare and file promptly all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals, and authorizations of all third parties and governmental agencies and regulatory authorities that are necessary or advisable to consummate the transactions contemplated by this Agreement and (subject to Sections 11.4 and 11.5) to comply with the terms and conditions of all such permits, consents, approvals, and authorizations and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Partnership or the Corporation, as the case may be, which appear in any filing made with, or written materials submitted to, any third party or any governmental authority in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals, and authorizations of all third parties and governmental authorities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) From The Partnership and after the ClosingCorporation shall, Purchaserupon request, at its costfurnish each other with all information concerning themselves, shall their respective partners, directors, officers, and stockholders or unitholders, and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement or after transfer of such Regulatory Approval)the S-4 or any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, howevernotice, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold or application made by or on behalf of Seller prior the Partnership or the Corporation to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers SEC or any other governmental authority in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after The Partnership and the Closing, notify the FDA Corporation shall promptly advise each other upon receiving any communication from any Person whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement which seeks to impose material conditions upon the grant of such approval or consent, or which causes such party to believe that there is a reasonable likelihood that such consent or approval will not be obtained, or that the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsreceipt thereof will be delayed beyond June 15, 1998.

Regulatory Matters. (a) Except Each Party shall, and cause its Affiliates to, use commercially reasonable efforts to as expressly promptly as practicable after the Effective Date prepare and file, or cause to be prepared and filed, all necessary documentation to effect all applications, notices, petitions and filings with, and to obtain as promptly as practicable after the Effective Date all Consents of, all Governmental Authorities and other third parties that are necessary or advisable to timely consummate the Transactions as required under applicable Antitrust Laws, including: (i) Notification and Report Forms with the FTC and DOJ if required by the HSR Act, which forms will not request early termination of the waiting period prescribed by the HSR Act and (ii) filings required by the merger notification or control Laws or regulations of any other applicable jurisdictions, subject to the limitations set forth in Section 8.10 4.16(e) and (iii) to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or such other applicable foreign merger notification or merger control laws. (b) The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the Transition Services Agreementconsummation of the Transactions. Except as may be prohibited by any Governmental Authority, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any suit, claim, action, investigation or proceeding under or relating to the HSR Act or any other Antitrust Law. Each Party (the “Reviewing Party”) will have the right to review in advance, and each other Party (the “Filing Party”) will consult with the Reviewing Party on, all the information relating to the Reviewing Party and its Affiliates that appears in any filing or written materials submitted by the Filing Party to any Governmental Authority in connection with the Transactions. Each of the Parties agrees that none of the information regarding it or any of its Affiliates supplied or to be supplied by it, or to be supplied on its behalf, in writing specifically for inclusion in any documents to be filed with any Governmental Authority in connection with the Transactions will, at the respective times such documents are filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Each Party shall promptly advise the other Party upon receiving any material communication from any Governmental Authority relating to the Transactions or adversely affecting its ability to timely consummate any of the Transactions. (d) Each Party agrees to cooperate and after use its commercially reasonable efforts to contest and resist any action, including administrative or judicial 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 that restricts, prevents or prohibits consummation of the Transactions, including by vigorously pursuing all available avenues of administrative and judicial appeal. (e) Neither Party’s obligations under Section 4.15 to use commercially reasonable efforts to consummate the Transactions or to obtain the required Consents of Governmental Authorities under this Section 4.16 shall include (i) proposing, negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, the sale, transfer, license, divestiture or other disposition of, or any prohibition or limitation on the ownership, operation, effective control or exercise of full rights of ownership of, any of the businesses, product lines or assets of such Party or any of its Affiliates (including (x) with respect to Goodyear, GDTE and, following the Closing, PurchaserNGY and its Subsidiaries, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reportsy) with respect to SRI, DGT and, following the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory ApprovalClosing, GDTNA), (ii) taking all actions and conducting all communication with third parties in respect terminating, modifying or assigning existing relationships, Contracts or obligations of the Product sold such Party’s Group or those relating to any assets, properties or businesses to be acquired pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)this Agreement, including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect changing or modifying any course of the Product sold conduct regarding future operations of such Party’s Group or those relating to any assets, properties or businesses to be acquired pursuant to such Regulatory Approval this Agreement, or (whether sold before iv) otherwise taking or after transfer committing to take any other action that would limit the freedom of action of such Regulatory Approval). (b) From and after the ClosingParty or its Affiliates with respect to, and subject or their ability to Section 8.10 hereof and the Transition Services Agreementretain, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint one or a report more of an adverse drug experience in their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by Seller. (c) From and after the Closingassets, Purchaser, at its cost, shall properties or businesses to be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold acquired pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or Washington Mutual and Providian shall promptly prepare the Transition Services Agreement, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval). (b) From and after the Closing, and subject to Section 8.10 hereof Proxy Statement/Prospectus and the Transition Services Agreement, Seller S-4 and Washington Mutual shall promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect 30 days of the Productdate hereof) file with the SEC the Proxy Statement/Prospectus and the S-4. In addition, Seller Each of Washington Mutual and Providian shall cooperate with Purchaser’s use reasonable requests and use commercially reasonable best efforts to assist Purchaser have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Providian shall thereafter mail the Proxy Statement/Prospectus to its stockholders. (b) The parties acknowledge and agree that the Merger is conditioned upon the Subsidiary Merger occurring concurrently with or immediately following the Effective Time of the Merger. Accordingly, Providian and Washington Mutual agree that they will use their reasonable best efforts to cause the Subsidiary Merger to be consummated at such time, including filing such applications, causing PNB and WMB to enter into a merger agreement containing customary terms and conditions, approving such merger agreement in connection with their capacities as sole stockholders of PNB and WMB, respectively, and taking such other and further actions as may be reasonably necessary to consummate the investigation of Subsidiary Merger. The parties further acknowledge and response to any complaint or adverse drug experience related agree that their respective obligations under this Article 7 shall apply to the Product sold by SellerSubsidiary Merger as well as the Merger. (c) From Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and after use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the Closingtransactions contemplated by this Agreement (including the Merger and the Subsidiary Merger) and to comply with the terms and conditions of all such permits, Purchaserconsents, at its costapprovals and authorizations of all such third parties and Governmental Entities. Washington Mutual shall file all appropriate applications with the OTS necessary to obtain approval for the Merger and the Subsidiary Merger within 30 days of the date hereof. Notwithstanding the foregoing, nothing contained in this Agreement shall be solely responsible deemed to require Washington Mutual to take any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and liable for conducting all voluntary and involuntary recalls authorizations of units Governmental Entities or third parties that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Providian) on the business or operations of the Product sold pursuant to Surviving Company following the Effective Time (a “Materially Burdensome Regulatory Condition”). (d) Washington Mutual and Providian shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such Regulatory Approval (whether sold before other matters as may be reasonably necessary or after transfer of such Regulatory Approval)advisable in connection with the Proxy Statement/Prospectus, including recalls required by the S-4 or any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedother statement, howeverfiling, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Washington Mutual, Providian or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger, the event that a recall of Subsidiary Merger and the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except Buyer shall promptly prepare and file with the SEC the Form S-4. Buyer shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as expressly set forth in Section 8.10 promptly as practicable after such filing. Seller shall promptly prepare and thereafter mail or deliver the Transition Services Proxy Statement to its shareholders. Buyer shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, from and after Seller shall furnish all information concerning Seller and the Closing, Purchaser, at its cost, shall holders of Seller Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The Parties shall cooperate with Purchaser’s reasonable requests each other and use commercially their respective reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Seller, Buyer and Buyer Bank shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Seller, Buyer or Buyer Bank, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and response as promptly as practicable. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Buyer to take any action, or commit to take any action, or agree to any complaint condition or adverse drug experience related restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to the Product sold by have a Material Adverse Effect (measured on a scale relative to Seller) on either Buyer or Seller (a “Materially Burdensome Regulatory Condition”). (c) From Each of Buyer and after Seller shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Buyer, Seller prior or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Each of Buyer, Buyer Bank and Seller shall, within fifteen (15) days after shall promptly advise the Closing, notify other upon receiving any communication from any Governmental Entity the FDA consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Buyer Requisite Regulatory Approval or Seller Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval may be materially delayed.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 Buyer shall use its reasonable best efforts to take, or the Transition Services Agreementcause to be taken, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying and do or cause to be done all fees things, necessary, proper or advisable on its part under applicable Laws and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect rules and policies of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with NYSE to enable the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect listing of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of Buyer Shares on the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)NYSE effective upon the First Closing. (b) From and after Seller, on the Closingone hand, and subject Buyer, on the other hand, shall cooperate with each other and use their respective reasonable best efforts to Section 8.10 hereof (i) promptly prepare and file (or cause to be filed) all necessary documentation to effect all applications, notices, petitions and filings to obtain as promptly as practicable all permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the Transition Services transactions contemplated by this Agreement, (ii) use reasonable best efforts to cause the expiration or termination of any applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act, (iii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iv) comply with the terms and conditions of all such permits, consents, approvals, clearances and authorizations of all such Governmental Entities. Seller shall use its reasonable best efforts (and Buyer shall cooperate with Seller) to promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three five (35) Business Days if Seller receives a complaint after the date of this Agreement) prepare and file (or a report cause to be filed) any notice or application with FINRA as required under applicable FINRA and NASD rules. Each party shall have the right to review in advance, and, to the extent practicable, each party will consult the other party on, in each case subject to applicable Laws relating to the exchange of an adverse drug experience information, all the information relating to such party and any of its Subsidiaries, which appear in respect of the Product. In additionany filing made with, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties shall consult with each other with respect to the Product sold obtaining of all permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Seller. (c) From this Agreement and after each party will keep the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units party apprised of the Product sold pursuant status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretiontransactions; provided, however, that Seller nothing in this Agreement shall reimburse Purchaser for be deemed to require any party to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals, clearances and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to such party and its Subsidiaries, taken as a whole) on such party. (c) Subject to the proviso contained in Section 6.1(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each party shall cooperate in all respects with the other party and shall use its reasonable expenses best efforts to contest and costs resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of conducting recalls the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.1 shall limit a party’s right to terminate this Agreement pursuant to Section 9.1(b) or Section 9.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 6.1. (d) Each party shall give prompt notice to the other party of any Action commenced or, to such party’s actual knowledge, threatened against, relating to Product sold or involving such party or any of its Subsidiaries or other Persons directly or indirectly controlled by it or any director or manager of any of the foregoing, which relates to this Agreement or the transactions contemplated by this Agreement. Each party shall give the other party the opportunity to reasonably participate in the defense and settlement of any such Action and no such settlement shall be agreed to without each party’s prior written consent. (e) Each party shall, upon reasonable request, furnish to the other party all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Seller prior such other party or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers NYSE or any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold transactions contemplated by Seller is necessarythis Agreement. (df) Seller shall, within fifteen (15) days after Each party shall promptly advise the Closing, notify other party upon receiving any communication from any Governmental Entity the FDA consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the Regulatory Approvals to Purchaser in accordance extent permitted by applicable Law, shall promptly provide the other party with all Applicable Lawsa copy of such communication.

Regulatory Matters. (a) Except MB and TCG shall promptly prepare and use reasonable best efforts to file with the SEC the Joint Proxy Statement and MB shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as expressly set forth in Section 8.10 a prospectus. Each of MB and TCG shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby, and MB and TCG shall thereafter mail or deliver the Transition Services Joint Proxy Statement to their respective stockholders as promptly as practicable after the S-4 is declared effective. MB shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, from and after TCG shall furnish all information concerning TCG and the Closing, Purchaser, at its cost, shall holders of TCG Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger (collectively the "Bank Regulatory Applications")), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. MB and TCG shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to TCG or MB, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity and customary in connection with transactions similar to those contemplated by this Agreement, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, nothing contained herein shall be deemed to require MB or TCG to take any action, or commit to take any action, or agree to any complaint condition or adverse drug experience related restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to have a Material Adverse Effect on, or materially and adversely affect the economic benefits to be realized by, the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Product sold by SellerMerger (a "Materially Burdensome Regulatory Condition"). (c) From MB and after TCG shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the ClosingJoint Proxy Statement, Purchaserthe S-4 or any other statement, at its costfiling, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before notice or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Seller prior MB, TCG or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA MB and TCG shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval will be materially delayed.

Regulatory Matters. (a) Except Saratoga and SJNB shall promptly prepare and file with the SEC a Proxy Statement, and SJNB shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as expressly set forth in a prospectus, and one or more registration statements or amendments to existing registration statements under the Securities Act for the purpose of registering the maximum number of shares of SJNB Common Stock to which the option holders of Saratoga may be entitled pursuant to Section 8.10 2.6 at or the Transition Services Agreement, from and after the Closing, Purchaser, at its cost, Effective Time. Each of SJNB and Saratoga shall be solely responsible and liable for (i) taking use all actions, paying all fees and conducting all communication with reasonable efforts to have the appropriate Governmental Authority required by Applicable Law in respect of S-4 declared effective under the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or Securities Act as promptly as practicable after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contaminationfiling, and (iii) investigating all complaints Saratoga and adverse drug experiences in respect of SJNB shall thereafter promptly mail the Product sold pursuant Proxy Statement to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)their respective shareholders. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Agreements (including without limitation the Merger and the Bank Merger). SJNB and Saratoga shall have the right to review in advance and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Saratoga or SJNB, as the case may be, and any of their respective Subsidiaries which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement (including without limitation the Merger) and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) From SJNB and after Saratoga shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the ClosingProxy Statement, Purchaserthe S-4 or any other statement, at its costfiling, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before notice or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Seller prior SJNB, Saratoga or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA SJNB and Saratoga shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 6.1(b)) will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval will be materially delayed.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services Agreement, from and after the Closing, Purchaser, at its cost, Buyer shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval). (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within 60 days after the time periods date hereof) prepare and file with the SEC the Form S-4. Buyer shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Seller and Buyer shall promptly prepare and thereafter mail or deliver the Proxy Statements, as applicable, to each of its shareholders. Buyer shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by Applicable Lawthis Agreement, and Seller shall furnish all information concerning Seller and the holders of Seller Common Stock as may be reasonably requested in connection with any such action. (b) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The Parties shall cooperate with Purchaser’s reasonable requests each other and use commercially their respective reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities provided, however, that Buyer and Buyer Bank, as applicable, shall file applications with (i) the Federal Reserve Board, (ii) the North Carolina Office of the Commissioner of Banks, and (iii) the FDIC, in each case no later than 30 days following the date of this Agreement. Seller and Buyer shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Seller or Buyer, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and response as promptly as practicable. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, provided, further, that the Parties shall promptly notify each other in writing of any material notice (written or otherwise) or material communication (written or otherwise) from any Governmental Entity in connection with the consents and approvals to be obtained in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Buyer to take any action, or commit to take any action, or agree to any complaint condition or adverse drug experience related restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on Buyer, giving effect to the Product sold by SellerMerger (a “Materially Burdensome Regulatory Condition”). (c) From Each of Buyer and after Seller shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statements, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Buyer, Seller prior or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Each of Buyer and Seller shall, within fifteen (15) days after shall promptly advise the Closing, notify other upon receiving any communication from any Governmental Entity the FDA consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Buyer Requisite Regulatory Approval or Seller Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed or subject to a Materially Burdensome Regulatory Condition. (e) The information relating to each Party and their respective Subsidiaries that is provided by such Party or its representative for inclusion in any application, notification or other document filed with any Regulatory Agency or Governmental Entity in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the Regulatory Approvals to Purchaser circumstances in accordance with all Applicable Lawswhich they are made, not misleading.

Regulatory Matters. (a) Except as expressly Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Section 8.10 Article VII, to consummate the transactions contemplated hereby (including actions required in order to effect the Bank Merger immediately after the Effective Time and to continue any Contract of the Company or its Subsidiaries following the Transition Services Closing or to avoid any penalty or other fee under such Contracts, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Regulatory Agency or other Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement, from including the Merger and the Bank Merger (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as possible after the Closingdate hereof, Purchaserall necessary documentation, at its costand effect all applications, shall be solely responsible notices, petitions and liable for (i) taking filings, to obtain as promptly as practicable all actions, paying nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all fees third parties and conducting all communication with Regulatory Agencies or other Governmental Entities that are necessary or advisable to consummate the appropriate Governmental Authority required transactions contemplated by Applicable Law in respect of this Agreement, including the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval). (b) From Each of Parent and after the ClosingCompany shall use its reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall Parent be required, and subject the Company and its Subsidiaries shall not be permitted (without Parent’s prior written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Parent, the Company or any of their respective Subsidiaries pursuant to this Section 8.10 hereof and 6.1 or otherwise in connection with obtaining the Transition Services Agreementforegoing actions, Seller promptly (and nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would have, or would be reasonably likely to have, individually or in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives aggregate, a complaint or a report of an material adverse drug experience effect in respect of Parent and its Subsidiaries, taken as a whole, or the Product. In additionCompany and its Subsidiaries, Seller shall cooperate with Purchaser’s reasonable requests taken as a whole, in each case measured on a scale relative to the Company and use commercially reasonable efforts its Subsidiaries taken as a whole (including, for the avoidance of doubt, any determination by any Regulatory Agency or other Governmental Entity that the Bank Merger may not be consummated as contemplated herein, including immediately following the Effective Time) (any of the foregoing, a “Materially Burdensome Regulatory Condition”); provided, that, if requested by Parent, then the Company and its Subsidiaries will take or commit to assist Purchaser in connection with the investigation of and response take any such action, or agree to any complaint such condition or adverse drug experience related to restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Product sold by SellerCompany and its Subsidiaries only in the event the Closing occurs. (c) From Subject to applicable Law relating to the exchange of information, Parent and after the ClosingCompany shall, Purchaserupon request, at its costfurnish each other with all information concerning Parent, shall the Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of units Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority parties hereto shall act reasonably and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretionas promptly as practicable; provided, however, that Seller shall reimburse Purchaser for materials may be redacted (x) to remove references concerning the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall valuation of the Product sold by Seller is necessarybusinesses of the Parties and their respective Subsidiaries, (y) as necessary to comply with contractual agreements and (z) as necessary to address reasonable privilege or confidentiality concerns. (d) Seller shallSubject to applicable Law (including applicable Law relating to the exchange of information), within fifteen (15) days after the Closing, notify the FDA Company and Parent shall keep each other apprised of the transfer status of matters relating to the completion of the Regulatory Approvals transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to Purchaser applicable Law, (i) the Company and Parent shall promptly furnish each other with copies of non-confidential notices or other communications received by the Company, Parent or any of their respective Subsidiaries (or written summaries of communications received orally) from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement and (ii) Parent and the Company shall provide the other party with a reasonable opportunity to review in accordance advance any proposed non-confidential communication to, including any filings with or other non-confidential written materials submitted to, any third party or Governmental Entity, and, to the extent practicable, each will consult the other party on all Applicable Lawsthe information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services Agreement, from Huntington and after the Closing, Purchaser, at its cost, Sky shall be solely responsible promptly prepare and liable for (i) taking all actions, paying all fees and conducting all communication file with the appropriate Governmental Authority required by Applicable Law SEC the Joint Proxy Statement and Huntington shall promptly prepare and file with the SEC the Form S-4, in respect which the Joint Proxy Statement will be included as a prospectus. Each of Huntington and Sky shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the Regulatory Approvalsparties shall thereafter mail or deliver the Joint Proxy Statement to its respective shareholders or stockholders, including preparing as applicable. Huntington shall file the opinions described in Sections 7.2(c) and filing all reports (including adverse drug experience reports7.3(c) with the appropriate Governmental SEC by post-effective amendment to the Form S-4. Huntington shall also use its reasonable best efforts to obtain all necessary state securities law or Regulatory Authority (whether “Blue Sky” permits and approvals required to carry out the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contaminationtransactions contemplated by this Agreement, and (iii) investigating Sky shall furnish all complaints information concerning Sky and adverse drug experiences the holders of Sky Common Stock as may be reasonably requested in respect of the Product sold pursuant to connection with any such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Sky and Huntington shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sky or Huntington, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Huntington to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect on Huntington and its Subsidiaries (including the Surviving Company after giving effect to the Merger) taken as a whole after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly Effective Time (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product“Materially Burdensome Regulatory Condition”). In addition, Seller shall Sky agrees to cooperate with Purchaser’s reasonable requests and use commercially its reasonable best efforts to assist Purchaser Huntington in connection with preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Sky and Huntington following consummation of the investigation of and response to any complaint or adverse drug experience related to the Product sold by SellerMerger. (c) From Each of Huntington and after Sky shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and shareholders or stockholders, as applicable, and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Joint Proxy Statement, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Huntington, Sky or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shallEach of Huntington, within fifteen (15) days after Merger Sub and Sky shall promptly advise the Closing, notify the FDA other upon receiving any communication from any Governmental Entity consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval may be materially delayed.

Regulatory Matters. (a) Except as expressly Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to, (i) take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all Legal Requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and the other transactions contemplated by this Agreement, including obtaining any Third Party consent (including those required to be set forth in Section 8.10 3.5 of the Company Disclosure Letter or Section 4.5 of the Transition Services Parent Disclosure Letter) which may be required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement, from and after to remove any restraint or prohibition preventing the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect consummation of the Regulatory ApprovalsMerger and the other transactions contemplated by this Agreement, including preparing and, subject to the conditions set forth in Article VII, to consummate the Merger and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), other transactions contemplated by this Agreement and (ii) taking obtain (and cooperate with the other party to obtain) any consent, authorization, Permit, Order or approval of, or any exemption by, any Governmental Entity which is required to be obtained by Parent or the Company, respectively, or any of their respective Subsidiaries, in connection with the Merger and the other transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all actions necessary documentation, and conducting to effect all communication applications, notices, petitions and filings (including any notification required by the HSR Act), to obtain as promptly as practicable all Permits, consents, approvals, authorizations of all Third Parties and Governmental Entities, and the expiry or termination of all applicable waiting periods, which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. The parties hereto agree that they will consult with third parties in each other with respect to the obtaining of all Permits and consents of all Third Parties and Governmental Entities, and the expiration or termination of the Product sold pursuant applicable waiting period under the HSR Act or under any other Antitrust Law, necessary or advisable to such Regulatory Approval (whether sold before consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and the Company shall use its reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement, the Merger or after transfer the other transactions contemplated by this Agreement. Subject to Section 5.4 and Section 5.5, each of such Regulatory Approval)Parent and the Company shall not, and shall cause its respective Subsidiaries not to, engage in any action or transaction that would materially delay or materially impair the ability of the Company, Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Parent and the Company further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other Order, ruling or statute, Regulation or executive order that would materially adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be, including responding to all complaints in respect thereofby defending any lawsuits or other legal proceedings, including complaints related to tampering whether judicial or contaminationadministrative, and (iii) investigating all complaints and adverse drug experiences in respect challenging this Agreement or the consummation of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated by this Agreement. (b) From and after Each of Parent, on the Closingone hand, and subject to Section 8.10 hereof and the Transition Services AgreementCompany, Seller promptly (and in any event within on the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In additionother hand, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser shall, in connection with the investigation efforts referenced in Section 6.4(a) to obtain all requisite Permits, consents, and expirations or terminations of and response to any complaint or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser applicable waiting periods for the reasonable expenses and costs of conducting recalls relating to Product sold transactions contemplated by this Agreement under the HSR Act or on behalf of Seller prior to the Closingany other Antitrust Law, including the costs of notifying customers, the costs associated (i) cooperate in all respects with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the recall. Seller shall notify Purchaser promptly in other party and/or its counsel informed of any communication received by such party from, or given by such party to, the event that a recall Federal Trade Commission (the “FTC”), the Antitrust Division of the Product sold Department of Justice (the “DOJ”) or any other Governmental Entity and of any communication received or given in connection with any proceeding by Seller is necessary. (d) Seller shalla private party, within fifteen (15) days after the Closing, notify the FDA in each case regarding any of the transfer transactions contemplated by this Agreement; and (iii) permit the other party and/or its counsel to review in advance any communication intended to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent not prohibited by the FTC, the DOJ or such other Governmental Entity or other Person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. In exercising the foregoing rights, each of the Regulatory Approvals parties hereto shall act reasonably and as promptly as reasonably practicable. Parent and the Company may, as each deems reasonably advisable and necessary, reasonably designate any competitively sensitive material provided to Purchaser the other under this Section 6.4(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in accordance with advance from the source of the materials (Parent or the Company as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 6.4(b), materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation of the Company Common Stock or the respective businesses of the Company and the Company Subsidiaries and Parent and the Parent Subsidiaries. For purposes of this Agreement, “Antitrust Law” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, and all Applicable Laws, Orders and judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Regulatory Matters. (a) Except Fifth Third and First Charter shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as expressly set forth in Section 8.10 a prospectus. Each of Fifth Third and First Charter shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and First Charter shall thereafter mail or deliver the Transition Services Proxy Statement to its shareholders. Fifth Third shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, from and after First Charter shall furnish all information concerning First Charter and the Closing, Purchaser, at its cost, shall holders of First Charter Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties shall cooperate with Purchaser’s reasonable requests each other and use commercially their respective reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. First Charter and Fifth Third shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to First Charter or Fifth Third, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and response as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Fifth Third to take any action, or commit to take any action, or agree to any complaint condition or adverse drug experience related restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to First Charter) on Fifth Third, First Charter or the Product sold by SellerSurviving Corporation (a “Materially Burdensome Regulatory Condition”). (c) From Each of Fifth Third and after First Charter shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Fifth Third, First Charter or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after Each of Fifth Third and First Charter shall promptly advise the Closing, notify other upon receiving any communication from any Governmental Entity the FDA consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Fifth Third Requisite Regulatory Approval or First Charter Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval may be materially delayed.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services Agreement, from Washington Mutual and after the Closing, Purchaser, at its cost, Dime shall be solely responsible promptly prepare and liable for (i) taking all actions, paying all fees and conducting all communication file with the appropriate Governmental Authority required by Applicable Law in respect SEC the Proxy Statement/Prospectus and the S-4. Each of Washington Mutual and Dime shall use reasonable best efforts to have the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with S-4 declared effective under the appropriate Governmental or Regulatory Authority (whether the Product is sold before or Securities Act as promptly as practicable after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contaminationfiling, and (iii) investigating all complaints and adverse drug experiences in respect of Dime shall thereafter mail the Product sold pursuant Proxy Statement/ Prospectus to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)its stockholders. (b) From Dime acknowledges that Washington Mutual desires to cause at or promptly following the Effective Time the merger (the "Second Merger") of Dime Savings Bank with and after the Closing, and subject into one of Washington Mutual's wholly owned depository institution Subsidiaries to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required be selected by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by SellerWashington Mutual. (c) From Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and after use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the Closingtransactions contemplated by this Agreement (including without limitation the Merger and the Second Merger) and to comply with the terms and conditions of all such permits, Purchaserconsents, at its costapprovals and authorizations of all such third parties and Governmental Entities. (d) Washington Mutual and Dime shall, shall upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement/Prospectus, the S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Washington Mutual, Dime or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (de) Seller shall, within fifteen (15) days after the Closing, notify the FDA Washington Mutual and Dime shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 8.1(c) below) will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval will be materially delayed or conditioned.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or Parent and the Transition Services Company shall promptly prepare and file with the SEC, no later than forty-five (45) days after the date of this Agreement, from the Joint Proxy Statement, and after the Closing, Purchaser, at its cost, Parent shall be solely responsible promptly prepare and liable for (i) taking all actions, paying all fees and conducting all communication file with the appropriate Governmental Authority required by Applicable Law SEC the S-4, in respect which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the Regulatory Approvals, including preparing Company and filing Parent shall thereafter mail or deliver the Joint Proxy Statement to its shareholders. Parent shall also use its reasonable best efforts to obtain all reports (including adverse drug experience reports) with necessary state securities law or “Blue Sky” permits and approvals required to carry out the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contaminationtransactions contemplated by this Agreement, and (iii) investigating the Company shall furnish all complaints information concerning the Company and adverse drug experiences the holders of Company Common Stock as may be reasonably requested in respect of the Product sold pursuant to connection with any such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their respective reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than sixty (60) days after the date of this Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and the Company shall each use, and shall each cause their applicable Subsidiaries to use, their respective reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and the Company shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any complaint portions of material filed in connection therewith that contain competitively sensitive business or adverse drug experience related other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the Product sold exchange of information. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement, and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. (c) From Each of Parent and after the Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything to the contrary in this Agreement, Purchasernothing contained in this Agreement shall require Parent or the Company to take, at or commit to take, any action or agree to any condition or restriction that would reasonably be likely to have a material and adverse effect on Parent and its costSubsidiaries, shall taken as a whole, giving effect to the Merger (with such materiality measured on a scale relative to the Company and its Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”). (d) Parent and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Joint Proxy Statement, the S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Each of Parent and the Company agrees, as to itself and its Subsidiaries, (i) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the S-4 will, at the time the S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Meeting and the Parent Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statement was made, not misleading. Each of Parent and the Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the S-4 or the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the S-4 or the Joint Proxy Statement. (e) Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will not be timely received. (f) The Company shall deliver to Parent, prior to the Closing, including a statement in form and substance reasonably acceptable to Parent certifying that the costs Company has at no time during the past five (5) years been a United States real property holding corporation within the meaning of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall Section 897(c)(2) of the Product sold by Seller is necessaryCode. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except ICBC shall, as expressly set forth in Section 8.10 or soon as reasonably practicable following the Transition Services date of this Agreement, from prepare and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication file with the appropriate Governmental Authority required by Applicable Law in respect of SEC a proxy statement relating to the Regulatory Approvals, including preparing and filing all reports matters to be submitted to the ICBC stockholders at the ICBC Stockholders Meeting (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contaminationproxy statement, and (iii) investigating all complaints and adverse drug experiences in respect of any amendments or supplements thereto, the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval“Proxy Statement”). (b) From and after Subject to the Closing, and subject to Section 8.10 hereof and the Transition Services other provisions of this Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. ICBC and Sovereign shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to ICBC and Sovereign, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties or Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby. (c) From Sovereign and after ICBC shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units preparation of the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Sovereign, ICBC or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser Merger and the other transactions contemplated by this Agreement, and each of Sovereign and ICBC will promptly correct any such information in the event that a recall of the Product sold by Seller is necessaryit becomes materially false or misleading. (d) Seller shallICBC and Sovereign shall promptly furnish each other with copies of all written communications received by ICBC and Sovereign, within fifteen (15) days after as the Closingcase may be, notify the FDA or any of their respective Subsidiaries from, or delivered by any of the transfer foregoing to, any Governmental Entity in respect of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawstransactions contemplated by this Agreement.

Regulatory Matters. (a) Except DMGI shall promptly prepare and file with the SEC the Proxy Statement and as expressly set forth in Section 8.10 promptly as practicable after such filing, DMGI shall mail or deliver the Transition Services Proxy Statement to its stockholders. DMGI shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, from and after the Closing, Purchaser, at its cost, Orchard shall be solely responsible furnish all information concerning the Orchard and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect holders of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) Orchard Capital Stock as may be reasonably requested in connection with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (including the filing under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. With the exception of any filings made under the HSR Act, DMGI and the Orchard shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Orchard or DMGI, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) From DMGI and after the ClosingOrchard shall, Purchaserupon request, at its costfurnish each other with all information concerning themselves, shall their Subsidiaries, directors, officers and stockholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior to the Closing, including the costs of notifying customersDMGI, the costs associated with shipment Orchard or any of such recalled Product, the price paid for such Inventory, and reasonable credits extended their respective Subsidiaries to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after DMGI and the Closing, notify the FDA Orchard shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval will be materially delayed.

Regulatory Matters. (a) Except as expressly set forth Notwithstanding anything to the contrary herein or in Section 8.10 the Security Documents, the Agents and the Lenders hereby agree that they will not take action pursuant to the Security Documents with respect to any item of Collateral associated with or the Transition Services Agreement, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for related to any Communications License (i) taking all actions, paying all fees and conducting all communication with to the appropriate extent such action is not permitted by the FCC or other Governmental Authority required by Applicable Law in respect of the Regulatory Approvalsor any other applicable laws, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental rules or Regulatory Authority (whether the Product is sold before regulations; or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties that would constitute or result in respect an assignment or a change of control of a Communications License (including, without limitation, an assignment or transfer of control (as those terms are defined by the Communications Act of 1934, as amended, or by the laws of any other Governmental Authority or in the rules or regulations of the Product sold pursuant FCC)) now held by or to be issued to the Borrower or any of its Subsidiaries, or that otherwise would require prior notice to or approval from the FCC or other Governmental Authority, without first providing such Regulatory Approval (whether sold before notice or after transfer of obtaining such Regulatory Approval), including responding prior approval. The Borrower agrees to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of take any action which the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval). (b) From and after the Closing, Administrative Agent may reasonably request consistent with and subject to Section 8.10 hereof and in accordance with applicable law in order to obtain from the Transition Services FCC or any other relevant Governmental Authority such approval as may be necessary to enable the Lenders to exercise the full rights and benefits granted to the Lenders pursuant to this Agreement, Seller promptly (and in any event within including the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect use of the Product. In addition, Seller shall cooperate with PurchaserBorrower’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection obtaining the approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by the Security Documents for which such approval is required by law and specifically, without limitation, upon request at any time after the occurrence and during the continuance of an Event of Default, to prepare, sign and file with the investigation FCC or any other relevant Governmental Authority the assignor’s or transferor’s and licensee’s portions of any application or applications for consent to the assignment or transfer of control of any Communications License that may be necessary or appropriate under the rules of the FCC or such other Governmental Authority for approval of any sale or transfer of control of the Collateral pursuant to the exercise of the Lenders’ rights and response remedies under the Security Documents; provided that Borrower’s failure to obtain any such approval shall not constitute a Default or Event of Default. The Borrower further consents, subject to obtaining any necessary approvals, to the assignment or transfer of control of any Communications License to operate to a receiver, trustee, or similar official or to any complaint purchaser of the Collateral pursuant to any Table of Contents public or adverse drug experience related private sale, judicial sale, foreclosure, or exercise of other remedies available to the Product sold Lenders as permitted by Sellerapplicable law. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessary. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services Agreement, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect Each of the Regulatory ApprovalsCompany’s Subsidiaries that engages in the sale of electricity at wholesale is regulated as a “public utility” under the FPA and has been authorized by the FERC, including preparing and filing all reports (including adverse drug experience reports) with pursuant to the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of FPA, to make such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect sales at market-based rates. Each of the Product sold Company’s Subsidiaries that directly owns generating facilities has obtained an order from the FERC finding it to be, or has self-certified itself to the FERC as, an Exempt Wholesale Generator under the Public Utility Holding Company Act of 2005 (“PUHCA”) and pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect Part 366 of the Product sold pursuant FERC’s Rules and Regulations (18 C.F.R. Part 366 (2009)). There are no pending, or to such Regulatory Approval (whether sold before the knowledge of the Company, threatened, judicial or after transfer administrative proceedings to revoke a Subsidiary’s market-based rate authorization or Exempt Wholesale Generator status, as applicable. To the knowledge of such Regulatory Approval)the Company, there are no facts that are reasonably likely to cause any of the Company’s Subsidiaries that sell electricity at wholesale to lose its market-based rate authorization or any of the Company’s Subsidiaries that directly owns generating facilities to lose its status as an Exempt Wholesale Generator under PUHCA. Neither the Company nor any of its Subsidiaries owns, directly or indirectly, any interest in any nuclear generation station or manages or operates any nuclear generation station. (b) From All filings (other than immaterial filings) required to be made by the Company or any of its Subsidiaries during the three years preceding the date hereof, with the FERC under the FPA, the Public Utility Holding Company Act of 1935 or PUHCA, the Department of Energy or any applicable state public utility commissions, as the case may be, have been made, including all forms, statements, reports, agreements and after the Closingall documents, exhibits, amendments and supplements appertaining thereto, including all rates, tariffs and related documents, and subject to Section 8.10 hereof all such filings complied, as of their respective dates, with all applicable requirements of applicable statutes and the Transition Services Agreementrules and regulations promulgated thereunder, Seller promptly (except for filings the failure of which to make or the failure of which to make in compliance with all applicable requirements of applicable statutes and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint rules and regulations promulgated thereunder, would not reasonably be expected to have, individually or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that aggregate, a recall of the Product sold by Seller is necessaryCompany Material Adverse Effect. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except Buyer and Target shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as expressly set forth in Section 8.10 a proxy statement/prospectus. Each of Buyer and Target shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Target shall thereafter mail or deliver the Transition Services Proxy Statement to its shareholders. Buyer shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, from and after Target shall furnish all information concerning Target and the Closing, Purchaser, at its cost, shall holders of Target Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The Parties shall cooperate with Purchaser’s reasonable requests each other and use commercially their respective reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Target and Buyer shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Target or Buyer, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and response as promptly as practicable. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Buyer to take any action, or commit to take any action, or agree to any complaint condition or adverse drug experience related restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to the Product sold by Sellerhave a Material Adverse Effect (measured on a scale relative to Target) on either Buyer or Target (a “Materially Burdensome Regulatory Condition”). (c) From Each of Buyer and after Target shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Buyer, Target or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after Each of Buyer and Target shall promptly advise the Closing, notify other upon receiving any communication from any Governmental Entity the FDA consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Buyer Requisite Regulatory Approval or Target Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval may be materially delayed.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or Subject to Company’s expeditious and complete cooperation with Purchaser, within 60 days after the Transition Services date of this Agreement, from Purchaser shall prepare and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication file with the appropriate Governmental Authority required by Applicable Law SEC the Form S-4, in respect of which the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to have the appropriate Governmental or Regulatory Authority (whether Form S-4 declared effective under the Product is sold before or Securities Act as promptly as practicable after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contaminationfiling, and (iii) investigating Company shall thereafter mail or deliver the Proxy Statement to Company shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all complaints necessary state securities Law or “Blue Sky” permits and adverse drug experiences approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in respect of the Product sold pursuant to connection with any such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties shall cooperate with Purchaser’s reasonable requests each other and use their respective commercially reasonable efforts to assist promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser Bank will prepare and file an Interagency Bank Merger Act Application with the OCC within 60 days after the date of this Agreement and provide a copy of such application to the Ohio Division of Financial Institutions. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be, and its respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement, and each of Company and response to any complaint or adverse drug experience related Purchaser shall, to the Product sold extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. In exercising the foregoing, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (c) From Each of Purchaser and after Company shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Purchaser, Company or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recallMerger, the Bank Merger and the other transactions contemplated by this Agreement. Seller shall notify Each of Purchaser promptly and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the event that a recall light of the Product sold circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by Seller is necessaryit would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Seller shall, within fifteen (15) days after Each of Purchaser and Company shall promptly advise the Closing, notify other upon receiving any communication from any Governmental Entity the FDA consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval may be materially delayed.

Regulatory Matters. Purchaser and Company shall promptly prepare and file with the SEC the Form F-4, in which the Proxy Statement will be included as a prospectus. Each of Purchaser and Company shall use its reasonable best efforts to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing, and Company shall thereafter mail or deliver the Proxy Statement to its shareholders. Purchaser shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (a) Except The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as expressly set forth promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger, the TARP Purchase and the Warrant Purchase), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Company and Purchaser shall have the right to review in Section 8.10 advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws, all the information relating to Company or Purchaser, as the Transition Services case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; provided that Purchaser shall be permitted to redact from copies provided to Company of written materials submitted or intended for submission by Purchaser to OSFI, information relating to the business or operations of Purchaser to the extent that access to such information is not required for Company to reasonably assess the status of matters relating to consummation of the transactions contemplated by this Agreement, from and after Purchaser need not include Company in meetings, or portions of meetings, between Purchaser (or any of its affiliates) and OSFI in which the Closingbusiness or operations of Purchaser will be discussed with OSFI, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with provided that if such a discussion is germane to the appropriate Governmental Authority required by Applicable Law in respect status of matters relating to the consummation of the Regulatory Approvalstransactions contemplated by this Agreement, including preparing and filing all reports (including adverse drug experience reports) with Purchaser will promptly inform Company of the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer occurrence of such Regulatory Approval), (ii) taking all actions a meeting and conducting all communication the general subject discussed and provide Company with third parties in respect summary information conveying the import of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)matters discussed. (b) From Each of Purchaser and after Company shall, upon request, furnish to the Closingother all information concerning itself, its Subsidiaries, directors, officers and subject to Section 8.10 hereof shareholders and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint such other matters as may be reasonably necessary or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser advisable in connection with the investigation Proxy Statement, the Form F-4 or any other statement, filing, notice or application made by or on behalf of and response Purchaser, Company or any of their respective Subsidiaries to any complaint Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or adverse drug experience related to be supplied by it for inclusion or incorporation by reference in (1) the Product sold Form F-4 will, at the time the Form F-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (2) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company’s meeting of its shareholders to consider and vote upon approval of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by Sellerit would cause any of the statements in the Form F-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form F-4 or the Proxy Statement. (c) From In furtherance and after not in limitation of the foregoing, each of Purchaser and Company shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment under any applicable law so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Purchaser, at its cost, shall be solely responsible Company and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretiontheir respective Subsidiaries; provided, however, that Seller nothing contained in this Agreement shall reimburse require Purchaser for the reasonable expenses to take any actions specified in this Section 6.1(c) that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (d) Purchaser agrees to execute and costs of conducting recalls relating deliver, or cause to Product sold be executed and delivered, by or on behalf of Seller the Surviving Company, at or prior to the ClosingEffective Time, including one or more supplemental indentures, guarantees, and other instruments required for the costs due assumption of notifying customersCompany’s outstanding debt, guarantees, securities, and other agreements to the costs associated with shipment extent required by the terms of such recalled Productdebt, the price paid for such Inventoryguarantees, securities, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryother agreements. (de) Seller shall, within fifteen (15) days after Each of Purchaser and Company shall promptly advise the Closing, notify other upon receiving any communication from any Governmental Entity the FDA consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed. (f) Purchaser shall cause Holdco and the Regulatory Approvals Surviving Company to Purchaser in accordance comply with all Applicable Lawsthe “reporting requirements” of Treasury Regulations Section 1.367(a)-3(c)(6).

Regulatory Matters. Through the Effective Time: (a) Except as expressly set forth OLB and BYBK shall cooperate with one another in Section 8.10 or the Transition Services Agreementpreparation of the Registration Statement (including the Prospectus/Proxy Statement) and all Applications, from and after the Closing, Purchaser, at its cost, which shall be solely responsible prepared by OLB and liable for OLB’s counsel, to the extent such Applications are required to be filed by an OLB Company, and by BYBK and BYBK’s counsel, to the extent such Applications are required to be filed by a BYBK Company, and the making of all filings for, and shall use their reasonable best efforts to obtain, as promptly as practicable, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the Contemplated Transactions and to comply with the terms and conditions of all such permits, consents, approvals, waivers and authorizations; provided, however, that in no event shall OLB or BYBK be required to agree to any prohibition, limitation or other requirement that would (i) taking prohibit or materially limit the ownership or operation by OLB or any OLB Subsidiary of all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect or any material portion of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental business or Regulatory Authority (whether the Product is sold before assets of BYBK or after transfer of such Regulatory Approval)any BYBK Subsidiary, (ii) taking compel OLB or BYBK to dispose of all actions and conducting all communication with third parties in respect or any material portion of the Product sold pursuant to such Regulatory Approval (whether sold before either Party’s business or after transfer of such Regulatory Approval)assets, including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect impose a material compliance burden, penalty or obligation on OLB or BYBK, or (iv) otherwise materially impair the value of the Product sold pursuant BYBK to OLB (any such Regulatory Approval (whether sold before requirement alone, or after transfer of more than one such Regulatory Approvalrequirement together, a “Burdensome Condition”). (b) From BYBK and after OLB shall each promptly furnish the Closingother with copies of written communications to, and subject to Section 8.10 hereof and the Transition Services Agreementor received by them from, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in Regulatory Authority with respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold Contemplated Transactions to the extent permitted by SellerLaw. (c) From BYBK and after OLB shall cooperate with each other in the Closing, Purchaser, at its cost, foregoing matters and shall furnish the other with all information concerning itself as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before necessary or after transfer of such Regulatory Approval)advisable in connection with any Application or filing, including recalls required by any Governmental Authority and recalls of units of report filed with the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedSEC, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold made by or on behalf of Seller prior such Party to the Closing, including the costs of notifying customers, the costs associated or with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Regulatory Authority in connection with the recallContemplated Transactions, and in each such case, the information shall be accurate and complete in all material respects. Seller In connection therewith, BYBK and OLB shall notify Purchaser promptly use their reasonable good faith efforts to provide each other certificates, “comfort” letters and other documents reasonably requested by the other to the extent such disclosure is permitted by Law. Each Party shall have the right to review and approve in the event that a recall advance (such approval not to be unreasonably withheld, conditioned or delayed) all characterizations of the Product sold information relating to it and any of its Subsidiaries that appear in any filing made in connection with the Contemplated Transactions with any Regulatory Authority. In addition, OLB and BYBK shall each give the other reasonable time to review the Registration Statement and any Application to be filed by Seller it prior to the time such Application is necessaryfiled with the relevant Regulatory Authority, and each shall consult the other with respect to the substance and status of such filings. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services Agreement, from Purchaser and after the Closing, Purchaser, at its cost, each Seller shall be solely responsible and liable for (i) taking take, or cause to be taken, all actionsactions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, paying all fees and conducting all communication including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing transactions contemplated hereby and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all actions necessary documentation, and conducting to effect all communication with applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser and Sellers shall have the right to review in respect advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the Product sold pursuant foregoing actions each party shall be required only to such Regulatory Approval use commercially reasonable efforts (whether sold before or after transfer of such Regulatory Approval), including responding it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all complaints in respect thereofconsents necessary under management, including complaints related to tampering or contaminationadvisory, sub-advisory and (iii) investigating all complaints similar contracts of Company and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory ApprovalCompany Subsidiary). (b) From Purchaser and after the ClosingSellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and subject to Section 8.10 hereof their respective Subsidiaries, directors, officers and the Transition Services Agreement, Seller promptly (shareholders and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser such other matters as may be reasonably necessary in connection with the investigation of and response to any complaint statement, filing, notice or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Seller prior Purchaser, Sellers, Company or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except Bancorp and CBI shall promptly prepare and file with the SEC the Proxy Statement and Bancorp shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as expressly set forth in Section 8.10 a prospectus. Each of Bancorp and CBI shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Bancorp and CBI shall thereafter mail the Proxy Statement to their respective shareholders. Bancorp shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the Transition Services transactions contemplated by this Agreement, from and after CBI shall furnish all information concerning CBI and the Closing, Purchaser, at its cost, shall holders of CBI Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Bancorp and CBI shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to CBI or Bancorp, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) From Bancorp and after CBI shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the ClosingProxy Statement, Purchaserthe S-4 or any other statement, at its costfiling, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before notice or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Seller prior Bancorp, CBI or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA Bancorp and CBI shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval will be materially delayed.

Regulatory Matters. (a) Except Huntington and Unizan shall promptly prepare and file with the SEC the Proxy Statement and Huntington shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as expressly set forth in Section 8.10 a prospectus. Each of Huntington and Unizan shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Unizan shall thereafter mail or deliver the Transition Services Proxy Statement to its shareholders. Huntington shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, from and after Unizan shall furnish all information concerning Unizan and the Closing, Purchaser, at its cost, shall holders of Unizan Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties shall cooperate with Purchaser’s reasonable requests each other and use commercially their respective reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Unizan and Huntington shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Unizan or Huntington, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties shall consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. (c) From Each of Huntington and after Unizan shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Huntington, Unizan or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after Each of Huntington and Unizan shall promptly advise the Closing, notify the FDA other upon receiving any communication from any Governmental Entity consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval may be materially delayed.

Regulatory Matters. (a) Except In furtherance and not in limitation of Section 7.01, Buyer (and Seller under the HSR Act) shall make all necessary pre-filings, applications, submissions and filings pursuant to applicable Competition Laws with respect to the transactions contemplated by this Agreement and the other Transaction Documents as expressly set forth in Section 8.10 or the Transition Services Agreement, from and promptly as practicable after the Closingdate hereof and in any event, Purchaserin the case of all required filings pursuant to the HSR Act, at its cost, within ten (10) Business Days of the date hereof. No party shall be solely responsible voluntarily withdraw or “pull and liable for (i) taking all actions, paying all fees and conducting all communication re-file” any filing under the HSR Act or any such other filing with any foreign Regulatory Authorities except after consultation with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)other party hereto. (b) From Buyer shall, after reasonable consultation with Seller, have the right to control the strategy in connection with Regulatory Matters. Buyer (and after Seller with respect to its filing under the ClosingHSR Act) shall, and subject shall cause its Subsidiaries and Affiliates to, (i) use reasonable best efforts to Section 8.10 hereof (i) respond as promptly as practicable to any inquiries and the Transition Services Agreementrequests received from any Regulatory Authority in connection with Regulatory Matters, Seller (ii) use reasonable best efforts to supply as promptly as practicable (and in any event within the time periods required by Applicable Lawin less than ninety (90) shall notify Purchaser within three (3days) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests any additional information and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related documentary material that may be requested pursuant to the Product sold HSR Act and any other applicable Competition Laws and (iii) not extend any waiting period under the HSR Act or under any other Competition Laws or enter into any agreement with any Regulatory Authority not to consummate the transactions contemplated by this Agreement or the other Transaction Documents, except, after consultation, with Seller. (c) From Without limiting the foregoing, Buyer shall, and after shall cause its Subsidiaries and Affiliates to, use reasonable best efforts to promptly take any and all actions necessary or desirable to cause the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units expiration or termination of the Product sold applicable waiting periods under the HSR Act and any other Competition Laws, and obtain all other required consents, authorizations, orders and approvals from Regulatory Authorities in respect of Competition Laws as promptly as practicable (and in any event at least four (4) Business Days prior to the End Date). Notwithstanding anything to the contrary herein, nothing in this Section 7.02 shall require Buyer or its Subsidiaries or Affiliates to agree to any action that would reasonably be expected to, individually or in the aggregate, be materially adverse to (x) the Business, taken as a whole, or (y) Buyer and its Affiliates (excluding the Business, Purchased Subsidiaries or the Purchased Assets), taken as a whole or (z) the benefits to Buyer of the transactions contemplated by this Agreement taken as a whole. (d) Each of Buyer and Seller shall, and shall cause its Affiliates to, cooperate in good faith with one another to provide all reasonable information for the purpose of making any pre-filing submissions, notifications and filings pursuant to applicable Competition Laws within the timeline set forth in Section 7.02(a). In addition, each of Buyer and Seller shall keep one another reasonably and promptly apprised of material matters relating to or in connection with the taking of such actions and the doing of such other things as are contemplated by Section 7.01. In furtherance and not in limitation of the foregoing, and provided that Buyer shall remain in control of contacts and discussions with any Regulatory Authority (except to the extent that a Regulatory Authority may request to communicate exclusively with one party) and the Regulatory Matters’ strategy, the parties shall (i) consult with one another in advance of any meeting, teleconference or other communication with any Regulatory Authority, (ii) provide one another with the opportunity to attend or participate in any such meeting, teleconference or other communication, (iii) afford one another the right to review any written materials to be submitted to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units in advance of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses submission thereof and costs (iv) furnish one another with copies of conducting recalls relating to Product sold all written materials received by or on behalf of Seller prior such party from such Regulatory Authority, in each case to the Closingextent permitted by Applicable Law (except, including in the costs case of notifying customersthe foregoing clause (ii), (A) to the costs associated extent such Regulatory Authority has requested that one or the other party not attend or participate in any such meeting, teleconference or other communication or (B) Buyer reserves the right, in circumstances where highly confidential issues or documents are discussed with shipment any Regulatory Authority, to ask Seller and/or its Representatives to leave or not to attend in any such meeting, teleconference or other communication, and in the case of the foregoing clauses (iii) and (iv), to the extent that (A) such recalled Product, written materials contain information that does not relate to the price paid transactions contemplated hereby or (B) confidential treatment has been requested or granted for such Inventorywritten materials). Buyer shall not, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly cause its Affiliates not to, enter into or consummate any transaction in the event apparel or footwear industry (other than the transactions contemplated by this Agreement) that a recall would, or would reasonably be expected to, have the effect of delaying, impairing or impeding the Product sold by Seller is necessaryreceipt of any consent, authorization, order or approval of any Governmental Authorities. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 Each Party agrees to file or cause to be filed all filings with Governmental Entities under any Regulatory Laws and Securities Laws that are necessary or advisable for the Transition Services Agreementconsummation of the Contemplated Transactions, from and after provided, however, that, the Closing, Purchaser, at its cost, Offeror shall be solely responsible and liable for (i) taking all actions, paying all pay 100% of the fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory ApprovalsICA Approval, including preparing the Competition Act Approval and filing all reports the HSR Act Approval. The Parties shall use their respective commercially reasonable efforts and cooperate fully with each other: (including adverse drug experience reportsi) with to make or cause to be made such filings promptly following the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer execution of such Regulatory Approval), this Agreement; (ii) taking all actions and conducting all communication with third parties in respect of to respond at the Product sold pursuant earliest date reasonably possible to such Regulatory Approval (whether sold before any requests for additional information or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, documentary material made by any Governmental Entity; and (iii) investigating to take such actions as are necessary or advisable to obtain the necessary approvals under the Regulatory Laws and Securities Laws at the earliest date reasonably possible, all complaints and adverse drug experiences in respect so as to enable the consummation of the Product sold pursuant Contemplated Transactions to such Regulatory Approval occur as soon as reasonably possible (whether sold before or after transfer and in any event in advance of such Regulatory Approvalthe Outside Date). (b) From and after the ClosingEach Party shall, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation notifications, filings, applications or other submissions under any Regulatory Law or Security Law (collectively, the “Filings”), use its commercially reasonable efforts, subject to all applicable Laws relating thereto and to the exchange of privileged, confidential or competitively-sensitive information, to: (i) permit the other Party to review in advance any proposed communication to any Governmental Entity; (ii) keep the other Party promptly informed of any material communication received by such Party from, or given by such Party to, the relevant Governmental Entities and any material communication received or given in connection with any proceeding by a private party; and (iii) to consult with the other Party in advance of and response give the other Party the opportunity to any complaint or adverse drug experience related attend and participate in meetings and conferences with the Governmental Entities with respect to the Product sold by SellerContemplated Transactions. (c) From and after Other than to the Closingextent any Laws expressly require Fibrek or any of its subsidiaries to obtain any consent, Purchaserclearance or approval of any Governmental Entity or to make any filing with any Governmental Entity, at its cost, the Offeror shall be solely responsible for making all such filings and liable for conducting otherwise pursuing all voluntary required consents, clearances and involuntary recalls approvals from Governmental Entities which are required to consummate the Contemplated Transactions (provided that Fibrek shall, in a timely manner, provide all information, consents, approvals and assistance reasonably requested by the Offeror in connection therewith), and shall, without limiting the generality of units Section 7.2(a), pay all fees in respect of the Product sold pursuant to such Regulatory Competition Act Approval (whether sold before and the HSR Act Approval, in each case, associated therewith and shall advise Fibrek of any filings or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by notices made or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers other communications given or received in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessarysuch consents, clearances and approvals. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective commercially reasonable efforts to: (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Section 8.10 Article VII, to consummate the transactions contemplated hereby (including actions required in order to effect the Bank Merger immediately after the Effective Time and to continue any contract or agreement of Company or its Subsidiaries following the Transition Services Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby); and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, non-action, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Regulatory Agency or other Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement, from including the Mergers and the Bank Merger (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as possible after the Closingdate hereof, Purchaserall necessary documentation, at its costand effect all applications, shall be solely responsible notices, petitions and liable for (i) taking filings, to obtain as promptly as practicable all actions, paying non-actions, permits, consents, authorizations, orders, clearances, waivers or approvals of all fees third parties and conducting all communication with Regulatory Agencies or other Governmental Entities that are necessary or advisable to consummate the appropriate Governmental Authority required transactions contemplated by Applicable Law in respect of this Agreement, including the Regulatory Approvals. Each of Parent and Company shall use their commercially reasonable efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, including preparing under no circumstances shall Parent be required, and filing all reports Company and its Subsidiaries shall not be permitted (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approvalwithout Parent’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Parent, Company or any of their respective Subsidiaries pursuant to this Section 6.1(a) or otherwise in connection with obtaining the foregoing actions, non-actions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would be, or would be reasonably likely to be, individually or in the aggregate, material and adverse to the business of Parent and its Subsidiaries, taken as a whole, or Company and its Subsidiaries, taken as a whole, in each case measured on a scale relative to Company and its Subsidiaries taken as a whole (iiincluding, for the avoidance of doubt, any determination by a Regulatory Agency or other Governmental Entity that the Bank Merger may not be consummated as contemplated herein (and without material on-going conditions or restrictions) taking all actions as of and conducting all communication with third parties in respect following the consummation of the Product sold pursuant Bank Merger, a “Materially Burdensome Regulatory Condition”); provided that, if requested by Parent, Company and its Subsidiaries will take or commit to take any such Regulatory Approval (whether sold before action, or after transfer of agree to any such Regulatory Approval)condition or restriction, including responding so long as such action, commitment, agreement, condition or restriction is binding on Company and its Subsidiaries only subsequent and subject to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)Closing. (b) From Subject to applicable Law relating to the exchange of information, Parent and after the ClosingCompany shall, upon request, furnish each other with all information concerning Parent, Company and subject their respective Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related to the Product sold by Selleras promptly as practicable. (c) From Subject to applicable Law (including applicable Law relating to the exchange of information), Company and after the Closing, Purchaser, at its cost, Parent shall be solely responsible consult with and liable for conducting all voluntary and involuntary recalls of units keep each other apprised of the Product sold pursuant status of matters relating to such Regulatory Approval the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Law (whether sold before i) Company and Parent shall promptly furnish each other with copies of non-confidential notices or after transfer other communications received by Company, Parent or any of such Regulatory Approval)their respective Subsidiaries (or written summaries of communications received orally) from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, which communications may be redacted to address reasonable privilege or confidentiality concerns, (ii) Parent shall provide Company a reasonable opportunity to review in advance any proposed non-confidential communication to, including recalls required by any filings with or other non-confidential written materials submitted to, any Governmental Authority Entity and recalls (iii) Parent shall consider in good faith Company’s views with respect to, and confer in good faith with Company to resolve, any disagreement as to strategy with respect to any non-confidential communication by Company or any of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls Subsidiaries with any Governmental Entity or third party relating to Product sold the transactions contemplated by this Agreement. Company and Parent shall use their respective commercially reasonable efforts to promptly notify the other party of any meeting or on behalf of Seller prior to the Closingsubstantive discussion, including the costs of notifying customerseither in person or by telephone, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recallproposed transactions. Seller shall notify Purchaser promptly in Any such disclosures may be made on an outside counsel-only basis to the event that a recall of the Product sold by Seller is necessaryextent required under applicable Law. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 Buyer and Seller shall use, and Seller shall cause each Seller Entity other than Seller to use, their reasonable best efforts to consummate the transactions contemplated hereby. Each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective the Transition Services Agreementtransactions contemplated herein, from and after the Closingincluding, Purchaserwithout limitation, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication cooperating with the appropriate Governmental Authority required by Applicable Law other in respect of the Regulatory Approvals, including preparing preparation and filing of all forms, notifications, reports and information, if any, required or reasonably deemed advisable pursuant to any law, statute, rule or regulation including the Commission (including adverse drug experience reports) with including, without limitation, the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer filing of such Regulatory Approvalany amendments to Form ADV), NASD, NYSE and other stock exchange rules, (ii) taking using its reasonable best efforts to obtain all actions licenses, permits, consents, approvals, authorizations, qualifications and conducting all communication with third parties in respect orders of any Governmental Entity or other Persons (as are necessary for the consummation of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approvaltransactions contemplated hereby), including responding (iii) making on a prompt and timely basis all governmental or regulatory notifications and filings required to be made by it for the consummation of the transactions contemplated hereby, (iv) defending all complaints in respect thereof, including complaints related Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby and to tampering lift or contaminationrescind any injunction or restraining Order or other Order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (iiiv) investigating executing and delivering such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all complaints and adverse drug experiences in respect of the Product sold pursuant terms of this Agreement and the transactions contemplated hereby. Each party shall promptly advise the other party of any developments with respect to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)the foregoing matters. (b) From Buyer Parent and Buyer agree that each of them shall, and shall cause each of their Subsidiaries to, obtain such licenses, permits, consents, approvals, authorizations, qualifications and orders of, and make such filings with, any Governmental Entity as may required to be obtained or made by them to conduct the Asset Management Business as it will be conducted (i) with respect to the OMEGA Assets, on or prior to January 20, 2003 and (ii) with respect to all other Asset Management Assets transferred under Section 2.01, on or prior to the earlier of (x) March 30, 2003 or (y) the date which is 60 days after the Closing, date on which Seller delivers complete and subject accurate Seller Disclosure Schedules to Section 8.10 hereof Buyer Parent and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by SellerBuyer. (c) From Each party to this Agreement shall, upon request, furnish each other with all information concerning themselves, directors, officers and after the Closingshareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, Purchaserfiling, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before notice or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Buyer or any Seller prior Entity to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in transactions contemplated by this Agreement (except to the event extent that such information would be, or relates to information that would be, filed under a recall claim of the Product sold by Seller is necessaryconfidentiality). (d) Seller shallThe parties to this Agreement shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed or that the transactions contemplated hereby will become subject to additional conditions imposed by such Governmental Entity. (e) Each party to this Agreement shall provide to the other party, within fifteen (15) days as promptly as practicable after the Closingfiling or receipt thereof (unless a different time period shall otherwise be specified herein), notify the FDA a copy of the transfer of the Regulatory Approvals all applications, notices, petitions, filings documents and notices referred to Purchaser in accordance with all Applicable Lawsthis Section 6.05.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or The Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation (including Notification and Report Forms, if required, under the Transition Services AgreementHSR Act (which, from and after the Closing, Purchaser, at its costif required, shall be solely responsible filed within ten business days of the date hereof) and liable for any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (i) taking all actionsincluding the Mergers), paying all fees to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act and conducting all communication any applicable Laws in foreign jurisdictions governing antitrust or merger control matters, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters and to comply with the appropriate terms and conditions of all such Permits, consents, approvals, clearances and authorizations of all such Governmental Authority required Entities. Each of SuperMedia and Dex shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to SuperMedia or Dex, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by Applicable Law in respect this Agreement. In exercising the foregoing right, each of the Regulatory ApprovalsParties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including preparing promptly furnishing the Other Party with copies of notices or other communications received by SuperMedia or Dex, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Dex or SuperMedia to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permits, consents, approvals, clearances and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer authorizations of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect or Governmental Entities, that would reasonably be expected to have a material adverse effect on Newco, Dex, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company (a “Materially Burdensome Condition”). In addition, SuperMedia and Dex agree to cooperate and use their reasonable best efforts to prepare and file such petitions and filings, and to obtain such permits, consents, approvals, clearances and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, SuperMedia Subsidiaries and (iii) investigating all complaints and adverse drug experiences in respect the Dex Subsidiaries following consummation of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)Mergers. (b) From Each of Dex and after SuperMedia shall, upon request, furnish to the Closingother all information concerning itself, its Subsidiaries, directors, officers and subject stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to Section 8.10 hereof any Governmental Entity in connection with the Mergers and the Transition Services other transactions contemplated by this Agreement. (c) Each of Dex, Seller the Merger Subs and SuperMedia shall promptly advise the others upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives Other Party with a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer copy of such Regulatory Approval), including recalls required by any Governmental Authority and recalls communication. Table of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessary. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.Contents

Regulatory Matters. (a) Except as expressly Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby (including the Merger and the Bank Merger), including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Section 8.10 Article VII, to consummate the transactions contemplated hereby and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the Transition Services Agreementtransactions contemplated by this Agreement (collectively, from the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the Closingdate hereof, Purchaserall necessary documentation, at its costand effect all applications, shall be solely responsible notices, petitions and liable for (i) taking filings, to obtain as promptly as practicable all actions, paying nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all fees third parties and conducting all communication with Governmental Entities that are necessary or advisable to consummate the appropriate Governmental Authority required transactions contemplated by Applicable Law this Agreement, including the Regulatory Approvals, and in respect the case of the Regulatory Approvals, including preparing no later than forty-five (45) days after the date hereof. Each of Parent and filing all reports (including adverse drug experience reports) Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated by this Agreement. (b) From Subject to applicable Laws relating to the exchange of information, Parent and after the ClosingCompany shall, upon request, furnish each other with all information concerning Parent, Company and subject their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser Governmental Entity in connection with the investigation of transactions contemplated by this Agreement. Parent and response Company shall have the right to any complaint or adverse drug experience related review in advance and, to the Product sold extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, any filing made or proposed to be made with, or written materials submitted or proposed to be submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by Sellerthis Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. (c) From Subject to applicable Law (including applicable Laws relating to the exchange of information), Company and after Parent shall keep each other apprised of the Closingstatus of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Purchasersubject to applicable Law, at (i) each of Parent and Company shall promptly furnish the other with copies of the nonconfidential portions of notices or other communications received by it or any of its costSubsidiaries (or written summaries of communications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, and (ii) each of Parent and Company shall provide the other a reasonable opportunity to review in advance, and to the extent practicable accept the reasonable comments of the other in connection with, any proposed nonconfidential written communication to, including any filings with, any Governmental Entity, in each case subject to applicable Laws relating to the exchange of information. Any such disclosures may be made on an outside counsel-only basis to the extent required under applicable Law. (d) Notwithstanding the foregoing, nothing contained in this Agreement shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units deemed to require any party hereto to take any action, or commit to take any action, or agree to any condition or restriction in connection with obtaining any Regulatory Approval that would (i) reasonably be expected to be materially burdensome on, or impair in any material respect the benefits of the Product sold pursuant transactions contemplated by this Agreement to such Regulatory Approval Parent or Company or (whether sold before ii) require a material modification of, or after transfer impose any material limitation or restriction on, the activities, governance, legal structure, compensation or fee arrangements of such Regulatory Approval), including recalls required by Parent or any Governmental Authority and recalls of units its Subsidiaries (any of the Product sold by Seller deemed necessary by Seller in its reasonable discretionforegoing, a “Burdensome Condition”); provided, however, that Seller the following shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating not be deemed to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly be included in the event preceding list and shall not be deemed a “Burdensome Condition”: any restraint, limitation, term, requirement, provision or condition that a recall applies generally to bank holding companies and banks as provided by applicable Law or written and publicly available supervisory guidance of general applicability, in each case, as in effect on the Product sold by Seller is necessarydate hereof. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except Bancorp and CBI shall promptly prepare and file with the SEC the Proxy Statement and Bancorp shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as expressly set forth in Section 8.10 a prospectus. Each of Bancorp and CBI shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Bancorp and CBI shall thereafter mail the Proxy Statement to their respective shareholders. Bancorp shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the Transition Services transactions contem- plated by this Agreement, from and after CBI shall furnish all information concerning CBI and the Closing, Purchaser, at its cost, shall holders of CBI Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applica- tions, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are neces- sary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such per- mits, consents, approvals and authorizations of all such Gov- ernmental Entities. Bancorp and CBI shall have the right to review in advance, and to the extent practicable each will con- xxxx the other on, in each case subject to applicable laws re- lating to the exchange of information, all the information re- lating to CBI or Bancorp, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Gov- ernmental Entity in connection with the investigation transactions contem- plated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will con- xxxx with each other with respect to the Product sold obtaining of all per- mits, consents, approvals and authorizations of all third par- ties and Governmental Entities necessary or advisable to con- summate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of mat- ters relating to completion of the transactions contemplated herein. (c) From Bancorp and after CBI shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the ClosingProxy Statement, Purchaserthe S-4 or any other statement, at its costfiling, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before notice or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Seller prior Bancorp, CBI or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA Bancorp and CBI shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval will be materially delayed.

Regulatory Matters. (a) Except Buyer shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as expressly set forth a prospectus. The Company shall cooperate with Buyer in Section 8.10 or the Transition Services Agreementpreparation of the Proxy Statement to be included within the S-4. Each of the Company and Buyer shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, from and the Company shall thereafter mail the Proxy Statement to its shareholders in connection with a special meeting of the Company’s shareholders to be held as promptly as practicable after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication date hereof in connection with the appropriate Governmental Authority approval of this Agreement by the Company’s shareholders (the “Company Shareholders’ Meeting”). Buyer shall use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)this Agreement. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, orders (including the Substitution Order), approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the organization of Newco, the consummation of the Merger, the filing of the Fiduciary Petition, the submission of any certification, document or other instrument contemplated by the Fiduciary Act, the issuance of the Substitution Order, the performance of all steps contemplated by the recitals to this Agreement and the transfer of the equity interests of the Surviving Company Subsidiary to Union Center National Bank). The Company and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Buyer, as the case may be, and any of Buyer’s Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) From Buyer and after the ClosingCompany shall, Purchaserupon request, at its costfurnish each other with all information concerning themselves, shall their Subsidiaries, directors, officers and shareholders and such other matters as may be solely responsible reasonably necessary or advisable in connection with the Proxy Statement, the S-4 and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before any other statement, filing, notice or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Seller prior to the Closing, including the costs of notifying customersBuyer, the costs associated with shipment Company or any of such recalled Product, the price paid for such Inventory, and reasonable credits extended Buyer’s Subsidiaries to customers any Governmental Entity in connection with the recallMerger (including any documentation required pursuant to the Fiduciary Act) and the other transactions contemplated by this Agreement. Seller Buyer agrees promptly to advise the Company if at any time prior to the Company Shareholders’ Meeting any information provided by Buyer for the Proxy Statement becomes incorrect or incomplete in any material respect and promptly to provide Company with the information needed to correct such inaccuracy or omission. Buyer shall notify Purchaser promptly furnish the Company with such supplemental information as may be necessary in order to cause the event that a recall of Proxy Statement, insofar as it relates to Buyer and its Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Buyer if at any time prior to the Product sold Company Shareholders’ Meeting any information provided by Seller is necessarythe Company for the Proxy Statement becomes incorrect or incomplete in any material respect and promptly to provide Buyer with the information needed to correct such inaccuracy or omission. The Company shall promptly furnish Buyer with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the Company, to comply with all applicable legal requirements. (d) Seller shallBuyer and the Company shall promptly furnish each other with copies of written communications received by Buyer or the Company, within fifteen as the case may be, or any of their respective Subsidiaries, affiliates or associates (15as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) days after the Closingfrom, notify the FDA or delivered by any of the transfer foregoing to, any Governmental Entity in respect of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawstransactions contemplated hereby.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or Subject to the Transition Services terms and conditions of this Agreement, from the Company and after Parent shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the ClosingMerger as promptly as practicable, Purchaser, at its cost, shall be solely responsible and liable for including in connection with (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing as promptly as practicable with any Governmental Body documentation to effect all reports (including adverse drug experience reports) with the appropriate Governmental necessary or Regulatory Authority (whether the Product is sold before or after transfer desirable filings, notices, petitions, statements, registrations, submissions of such Regulatory Approval)information, applications and other documents and (ii) taking obtaining and maintaining all actions approvals, consents, registrations, permits, authorizations and conducting all communication with third parties in respect of other confirmations required to be obtained from any Governmental Body that are necessary or desirable to consummate the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)Merger as promptly as practicable. (b) From In furtherance and not in limitation of the foregoing, each of the Company and, solely to the extent required under applicable Law as mutually determined by Parent and the Company, Parent shall make, with respect to the Merger: (i) no later than 10 Business Days after the Closingdate hereof, a Notification and subject Report Form pursuant to the HSR Act, as applicable; and (ii) as promptly as practicable after the date hereof, all filings required pursuant to applicable Antitrust Laws as described in Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law5.2(b) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by SellerCompany Disclosure Schedule. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units Each of the Product sold Company and Parent shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Body, including in connection with any Antitrust Laws applicable to the Contemplated Transactions, (ii) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Body, including pursuant to such Regulatory Approval the HSR Act, as applicable, (whether sold before or after transfer of such Regulatory Approval)iii) if any request for additional information and documents, including recalls a “second request” under the HSR Act, as applicable, is received from any Governmental Body, then substantially comply with any such request at the earliest practicable date, (iv) not extend any waiting period or agree to refile under the HSR Act, as applicable, or any other Antitrust Law except with the prior consent of the other Party, and (v) take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods under the HSR Act, as applicable, and any other Antitrust Laws, and obtain all other required consents, authorizations, orders and approvals from Governmental Bodies, as promptly as practicable. (d) If any objections are asserted with respect to the Contemplated Transactions by any Governmental Authority and recalls of units Body, including under the HSR Act, as applicable, or any other applicable Law (including applicable Antitrust Laws), or if any action is instituted or threatened by any Governmental Body or any private party challenging the transaction as violative of the Product sold HSR Act, as applicable, or any other applicable Law (including applicable Antitrust Laws), the Parties shall, and shall cause their respective Affiliates to, take any and all actions to resolve such objections as promptly as practicable and in any event prior to the End Date. The Company and Parent shall oppose, fully and vigorously, (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the Contemplated Transactions and (B) any request for, the entry of, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transaction, including in the case of either (A) or (B) by Seller deemed necessary defending through litigation any action asserted by Seller any Person in its reasonable discretion; providedany court or before any Governmental Body as may be required (x) by the applicable Governmental Body in order to resolve such objections as such Governmental Body may have to such transactions under the HSR Act, howeveras applicable, or any other applicable Law (including any other applicable Antitrust Law) or (y) by any domestic or foreign court or other tribunal, in any action challenging the transaction as violative of the HSR Act, as applicable, or any other applicable Law (including other applicable Antitrust Law), in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that Seller shall reimburse Purchaser for has the reasonable expenses and costs effect of conducting recalls restricting, preventing or prohibiting the consummation of the transaction. (e) Subject to applicable Law relating to Product sold the sharing of information, each Party shall (i) furnish the other Party with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given, which the Party may limit to sharing only with the external legal counsel of the other Party) and correspondence (A) prepared by or on behalf of Seller prior such Party for any Governmental Body and affording the other Party the opportunity to the Closingcomment and participate in responding, including the costs of notifying customers, the costs associated with shipment where appropriate; or (B) received by or on behalf of such recalled ProductParty from any Governmental Body, the price paid for such Inventory, and reasonable credits extended to customers in each case in connection with the recallconsents, authorizations, orders or approvals contemplated by this Section 5.2 and (ii) use reasonable best efforts to consult with and keep the other Party informed as to the status of such matters. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessary. (d) Seller Further, no Party shall, within fifteen (15) days after nor shall it permit any of its Representatives to, meet or engage in substantive conversations with any Governmental Body or representative of such Governmental Body in connection with obtaining any such consent, authorization, order and approval unless it consults with the Closingother Party in advance and, notify to the FDA of extent not precluded by applicable Law, offers the transfer of other Party the Regulatory Approvals opportunity to Purchaser participate in accordance with all Applicable Lawssuch meeting or conversation.

Regulatory Matters. (a) Except VBI shall promptly prepare and file with the SEC the Proxy Statement and shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as expressly set forth in Section 8.10 promptly as practicable after such filing, and VBI shall thereafter mail or deliver the Proxy Statement to its shareholders. VBI shall notify Acquirer of the receipt of, and immediately provide to Acquirer true and complete copies of, any comments of the SEC with respect to the Proxy Statement or the Transition Services Agreement, from transactions contemplated hereby and after any requests by the Closing, Purchaser, at its cost, shall be solely responsible and liable SEC for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental any amendment or Regulatory Authority (whether the Product is sold before supplement thereto or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)for additional information. (b) From The Parties shall cooperate with each other and after the Closing, and subject use their respective commercially reasonable best efforts to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect 30 calendar days of the Productdate hereof) prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. In additionVBI and Acquirer shall have the right to review in advance, Seller shall cooperate with Purchaser’s reasonable requests and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to VBI or Acquirer, as the case may be, and use commercially reasonable efforts to assist Purchaser any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold transactions contemplated by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretionthis Agreement; provided, however, that Seller nothing contained herein shall reimburse Purchaser for be deemed to provide either party with a right to review any information provided by the reasonable expenses other party to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby without the consent of such Governmental Entity. In exercising the foregoing right, each of the Parties shall act reasonably and costs as promptly as practicable. The Parties shall cooperate and consult with each other with respect to the obtaining of conducting recalls all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to Product sold completion of the transactions contemplated by this Agreement. (c) VBI shall, upon request, furnish Acquirer with all information concerning VBI, WestStar and their directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Seller prior Acquirer to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger or the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller Acquirer shall, within fifteen upon request, furnish VBI with all information concerning Acquirer as may be reasonably necessary for inclusion in Proxy Statement that may be furnished to shareholders of VBI in connection with the Special Meeting (15) days after the Closing, notify the FDA as defined in Section 6.3 hereof). None of the transfer information relating to Acquirer supplied or to be supplied by Acquirer to VBI expressly for inclusion in such Proxy Statement, as of the Regulatory Approvals date such Proxy Statement is mailed to Purchaser shareholders of VBI, at the time of any amendments thereto and at the time of the meeting of shareholders to which such Proxy Statement relates, will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in accordance light of the circumstances under which they were made, not misleading. (e) Each of Acquirer and VBI shall promptly (and in any event within two business days) inform the other party upon receipt of any communication from any Governmental Entity regarding the transactions contemplated by this Agreement. If Acquirer or VBI (or any of their respective Subsidiaries) receives a request for information or documents from any such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with all Applicable Lawsthe other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Subsidiaries to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. In furtherance and not in limitation of the foregoing, each of Acquirer and VBI shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any approvals required by Section 7.1(b) or Section 7.2(f), respectively, will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. (a) Except as expressly Subject to the terms and conditions of this Agreement (including any differing standard set forth in Section 8.10 herein with respect to any covenant or obligation, including, with respect to Antitrust Law, as provided below), the Transition Services AgreementCompany, from on the one hand, and after each of Parent and Merger Sub, on the Closingother hand, Purchaser, at will cooperate with the Other Party and use (and will cause their respective Subsidiaries to use) its cost, shall be solely responsible and liable for reasonable best efforts to (i) taking take or cause to be taken all actions, paying and do or cause to be done all fees things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as reasonably practicable and conducting all communication with to consummate and make effective, as promptly as reasonably practicable, the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory ApprovalsMerger, including taking actions necessary to avoid, eliminate, and resolve any and all impediments under any Antitrust Law with respect to the Transactions, including without limitation preparing and filing promptly and fully all reports documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including adverse drug experience reportsfiling any Notification and Report Form required pursuant to the HSR Act within fifteen (15) with Business Days following the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer execution of such Regulatory Approvalthis Agreement), (ii) taking obtain promptly all actions Consents, clearances, expirations or terminations of waiting periods, registrations, authorizations and conducting all communication with other confirmations from any Governmental Entity or third parties in respect of party necessary, proper or advisable to consummate the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, Mxxxxx and (iii) investigating all complaints defend, contest and adverse drug experiences in respect resist any Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Product sold Merger. Parent will be responsible for the payment of any filing fees under the HSR Act in connection with the Transactions. In the event that a Governmental Entity issues a request for additional information or documentary material pursuant to such Regulatory Approval the HSR Act (whether sold before or after transfer the “Second Request”) in connection with the Transactions, then the Company, on the one hand, and each of such Regulatory Approval)Parent and Merger Sub, on the other hand will certify substantial compliance with the Second Request as soon as reasonably practicable. (b) From Each of the Parties will (i) cooperate in all respects with each other in connection with any filing to or submission with any Governmental Entity in connection with the Transactions and after in connection with any Proceeding by or before any Governmental Entity relating to the ClosingMerger, and subject to Section 8.10 hereof and including any Proceeding initiated by a private Person, (ii) promptly inform the Transition Services Agreement, Seller promptly Other Party of (and supply to the Other Party) any material communication received by such Party from, or given by such Party to any Governmental Entity and any material communication received or given in connection with any Proceeding by a private Person, in each case regarding the Merger, (iii) permit the Other Party to review in advance and incorporate their reasonable comments in any event within communication to be given by it to any Governmental Entity with respect to obtaining any investigations or reviews under any Law in connection with the time periods required Transactions and (iv) to the extent practicable, consult with the Other Party in advance of any material meeting, written communications or teleconference with any Governmental Entity or, in connection with any Proceeding by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint private Person, with any other Person, and, to the extent not prohibited by the Governmental Entity or a report of an adverse drug experience other Person, give the Other Party the opportunity to attend and participate in respect of the Productsuch meetings and teleconferences. In addition, Seller the Parties shall jointly develop, and each of the Parties shall consult and reasonably cooperate with Purchaser’s reasonable requests one another, and use commercially reasonable efforts to assist Purchaser consider in good faith the views of one another, in connection with the investigation form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and response proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any complaint or adverse drug experience related Antitrust Law with respect to the Product sold Transactions prior to their submission. If the Company, on the one hand, and Parent or Merger Sub, on the other hand, initially disagree upon any such proposed communication, strategy or process, the Parties agree to work together in good faith to resolve the disagreement and endeavor to implement such communication, strategy or process in a mutually acceptable manner; provided, that, following such good faith efforts by Sellerthe Parties, Parent shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust consents or approvals. Subject to Section 6.7, the Parties will take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 6.3 in a manner so as to preserve the applicable privilege. Any Party may share information with any Other Party on an “outside counsel only” basis. Nothing in this Agreement shall obligate the Parties to share any information covered by the attorney client privilege, work product doctrine or other similar privilege. (c) From The Company, on the one hand, and after Parent and Merger Sub, on the Closingother hand, Purchaseragree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity to delay, at its costor otherwise not to consummate as soon as practicable, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units the Transactions except with the prior written consent of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)Other Party, including recalls required by any Governmental Authority and recalls of units which consent may be withheld in the sole discretion of the Product sold by Seller deemed necessary by Seller in non-requesting party. In addition, Parent, Merger Sub and the Company each agree that, during the term of this Agreement, it will not withdraw its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for filing under the reasonable expenses and costs of conducting recalls relating to Product sold by HSR Act or on behalf of Seller prior to any other Antitrust Law without the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall written consent of the Product sold by Seller is necessaryOther Party. (d) Seller shallWithout limiting the generality of the obligations of Parent and Merger Sub pursuant to this Section 6.3, within fifteen Parent agrees to, and will cause its Affiliates to, use best efforts, to take, or to cause to be taken, any and all actions necessary to avoid, eliminate, and resolve any and all impediments under any Antitrust Law with respect to the Transactions, in each case, so as to enable the Closing to occur as promptly as practicable, including (15i) days after proposing, negotiating, committing to and effecting by consent decree, hold separate orders, or otherwise, the sale, divestiture, transfer, license, or disposition or hold separate (through the establishment of a trust or otherwise) of such of Parent’s assets, properties or businesses or of the Company’s assets, properties or businesses to be acquired by it pursuant hereto (including the sale, divestiture, transfer, license or disposition to a third party buyer of the assets, properties or business allocable to SpinCo pursuant to Section 6.17 of the Company Disclosure Letter), (ii) the entrance into such other arrangements, as are necessary in order to effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing the consummation of the Transactions prior to the Outside Date, (iii) changing or modifying any course of conduct regarding future operations of Parent or its Subsidiaries or Affiliates or the assets, properties, or businesses to be acquired pursuant to this Agreement, or (iv) otherwise taking or committing to take any other action that would limit Parent or its Subsidiaries or Affiliates’ freedom of action with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement; provided that Parent is not obligated to take any action contemplated in (i) through (iv) unless such action is expressly conditioned upon the Closing; and provided, notify further, however, that nothing contained in this Agreement shall require Parent or the FDA Company to take, or cause to be taken, or commit to take, or commit to cause to be taken, any divestiture, license, hold separate, sale or other disposition, of or with respect to assets of the transfer Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, if doing so would result in a Material Divestment Event. (e) In addition if any Proceeding is instituted (or threatened) challenging the Merger as violating any Antitrust Law or if any decree, order, judgment, or injunction (whether temporary, preliminary, or permanent) is entered, enforced, or attempted to be entered or enforced by any Governmental Entity that would make the Merger illegal or otherwise delay or prohibit the consummation of the Regulatory Approvals Merger, Parent and its Affiliates and Subsidiaries shall take any and all actions (i) to Purchaser in accordance with all Applicable Lawscontest and defend any such Proceeding to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded, or terminated, any decree, order, judgment, or injunction (whether temporary, preliminary, or permanent) that prohibits, prevents, or restricts consummation of the Transactions and (ii) to eliminate each and every impediment under any Antitrust Law to close the Transactions prior to the Outside Date.

Regulatory Matters. (a) Except Newco, Lycos and TMCS shall promptly prepare and file with the SEC the Proxy/Information Statement, and Newco shall promptly prepare and file with the SEC the S-4, in which the Proxy/Information Statement will be included as expressly set forth in Section 8.10 a prospectus. Newco shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Lycos and TMCS shall thereafter mail or deliver the Transition Services Proxy/Information Statement to their respective stockholders. Newco shall use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, from and after Lycos and TMCS shall furnish all information concerning Lycos and the Closingholders of Lycos Capital Stock, Purchaseror TMCS and the holders of TMCS Capital Stock, at its costas the case may be, shall as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Mergers) and the Option Agreements, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent, Lycos and TMCS shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Parent, TMCS or Lycos, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and response to any complaint or adverse drug experience related as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions con- templated by Sellerthis Agreement and the Option Agreements and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) From Newco, Lycos and after TMCS shall, upon request, furnish the Closingother parties hereto with all information concerning themselves, Purchasertheir Subsidiaries, at its costaffiliates, shall directors, officers and stockholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy/Information Statement, the S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Newco, Lycos, TMCS or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold Transactions contemplated by Seller is necessarythis Agreement. (d) Seller Lycos and TMCS shall, within fifteen (15) days after and Parent shall cause Newco to, promptly advise the Closing, notify the FDA other parties hereto upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement or the Option Agreements that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval will be materially delayed.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services AgreementThe Acquiror shall promptly prepare and, from within forty-five (45) calendar days, submit all applications, notices and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication statements with the appropriate Governmental Authority required by Applicable Law regulatory agencies and governmental entities to obtain the Requisite Regulatory Approvals (as defined in respect Section 7.1) for approval of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated by this Agreement. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, effect all applications, notices, petitions and filings, and obtain as promptly as practicable all Requisite Regulatory Approvals, permits, consents, approvals and authorizations of all third parties, regulatory agencies and governmental entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. The Company and Acquiror shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Acquiror, as the case may be, and any of their respective subsidiaries, which appear in any filing made with, or written materials submitted to, any third party, regulatory agency or governmental entity in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold transactions contemplated by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretionthis Agreement; provided, however, that Seller nothing contained herein shall reimburse Purchaser for be deemed to provide either party with a right to review any information provided to any regulatory agency or governmental entity on a confidential basis in connection with the reasonable expenses transactions contemplated hereby. In exercising the foregoing right, each of the parties hereto shall act reasonably and costs of conducting recalls relating to Product sold as promptly as practicable. (c) Acquiror and the Company shall, upon request, furnish each other with all information concerning themselves, their subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Seller prior to the Closing, including the costs of notifying customersAcquiror, the costs associated with shipment Company or any of such recalled Product, the price paid for such Inventory, and reasonable credits extended their respective subsidiaries to customers any regulatory agency or governmental entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after The Acquiror and the Closing, notify the FDA Company shall promptly advise each other upon receiving any communication from any regulatory agency or governmental entity whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that the Requisite Regulatory Approval (as defined in Section 7.1) will not be obtained or the receipt of any such approval will be materially delayed. (e) The parties hereto shall provide each other with copies of the Regulatory Approvals non-confidential portions of all applications to Purchaser in accordance be filed with regulatory authorities for approval of the transaction contemplated by this Agreement, and shall keep each other informed as to the progress of such applications and provide copies of such applications and copies of all Applicable Lawscorrespondence or orders evidencing final action by regulatory authorities with regard to such applications.

Regulatory Matters. (a) Except Capital One and North Fork shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as expressly set forth a prospectus. Each of Capital One and North Fork shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Capital One and North Fork shall thereafter mail or deliver the Joint Proxy Statement to its respective stockholders. Capital One shall file the opinion described in Section 8.10 7.3(c) on a post-effective amendment to the Form S-4. Capital One shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the Transition Services transactions contemplated by this Agreement, from and after North Fork shall furnish all information concerning North Fork and the Closing, Purchaser, at its cost, shall holders of North Fork Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties shall cooperate with Purchaser’s reasonable requests each other and use commercially their respective reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or Governmental Entities. North Fork and Capital One shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to North Fork or Capital One, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and response as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Capital One to take any action, or commit to take any action, or agree to any complaint condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities, that would reasonably be expected to have a material adverse drug experience related effect (measured on a scale relative to the Product sold by SellerNorth Fork) on either Capital One or North Fork (a "MATERIALLY BURDENSOME REGULATORY CONDITION"). (c) From Each of Capital One and after North Fork shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and stockholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Joint Proxy Statement, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Capital One, North Fork or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after Each of Capital One and North Fork shall promptly advise the Closing, notify the FDA other upon receiving any communication from any Regulatory Agency or Governmental Entity consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Capital One Requisite Regulatory Approval or North Fork Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed. (e) North Fork shall cooperate with such reasonable requests as may be made by Capital One with respect to any post-Closing reorganization of Capital One's and North Fork's Subsidiaries, including filing prior to the Closing such applications with Regulatory Approvals to Purchaser Agencies or Governmental Entities as may be necessary or desirable in accordance connection with all Applicable Lawsany such reorganization.

Regulatory Matters. (a) Except SunTrust and GB&T shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as expressly set forth in Section 8.10 a prospectus. Each of SunTrust and GB&T shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and GB&T shall thereafter mail or deliver the Transition Services Proxy Statement to its shareholders. SunTrust shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, from and after GB&T shall furnish all information concerning GB&T and the Closing, Purchaser, at its cost, shall holders of GB&T Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties shall cooperate with Purchaser’s reasonable requests each other and use commercially their respective reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. GB&T and SunTrust shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to GB&T or SunTrust, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and response as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require SunTrust to take any action, or commit to take any action, or agree to any complaint condition or adverse drug experience related restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on SunTrust, a Material Adverse Effect on GB&T or a Material Adverse Effect on the Surviving Corporation (measured in the case of GB&T or the Surviving Corporation with respect to the Product sold by Sellerbusiness, results of operations or financial condition of GB&T only and not any other businesses, results of operations or financial conditions of the Surviving Corporation) (any of which, a "Materially Burdensome Regulatory Condition"). (c) From Each of SunTrust and after GB&T shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and shareholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Proxy Statement, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior SunTrust, GB&T or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after Each of SunTrust and GB&T shall promptly advise the Closing, notify other upon receiving any communication from any Governmental Entity the FDA consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any SunTrust Requisite Regulatory Approval or GB&T Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval may be materially delayed.

Regulatory Matters. (a) Except as expressly Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby (including the Merger and the Bank Merger), including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Section 8.10 Article VII, to consummate the transactions contemplated hereby as promptly as practicable and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the Transition Services Agreementtransactions contemplated by this Agreement (collectively, from the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the Closingdate hereof, Purchaserall necessary documentation, at its costand effect all applications, shall be solely responsible notices, petitions and liable for filings (i) taking including, if required, notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or any other antitrust or competition Law), to obtain as promptly as practicable all actions, paying nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all fees third parties and conducting all communication with Governmental Entities that are necessary or advisable to consummate the appropriate Governmental Authority required transactions contemplated by Applicable Law this Agreement, including the Regulatory Approvals, and in respect the case of the Regulatory Approvals, including preparing no later than forty-five (45) days after the date hereof. Each of Parent and filing all reports (including adverse drug experience reports) Company shall use their respective reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated by this Agreement. (b) From Subject to applicable Laws relating to the exchange of information, Parent and after the ClosingCompany shall, upon request, furnish each other with all information concerning Parent, Company and subject their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser Governmental Entity in connection with the investigation of transactions contemplated by this Agreement. Parent and response Company shall have the right to any complaint or adverse drug experience related review in advance and, to the Product sold extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, any filing made or proposed to be made with, or written materials submitted or proposed to be submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by Sellerthis Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. (c) From Subject to applicable Law (including applicable Laws relating to the exchange of information), Company and after Parent shall keep each other apprised of the Closingstatus of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Purchasersubject to applicable Law, at (i) each of Parent and Company shall promptly furnish the other with copies of the nonconfidential portions of notices or other communications received by it or its costSubsidiary (or written summaries of communications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, and (ii) each of Parent and Company shall provide the other a reasonable opportunity to review in advance, and to the extent practicable accept the reasonable comments of the other in connection with, any proposed nonconfidential written communication to, including any filings with, any Governmental Entity, in each case subject to applicable Laws relating to the exchange of information. Any such disclosures may be made on an outside counsel-only basis to the extent required under applicable Law. (d) Notwithstanding the foregoing, nothing contained in this Agreement shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units deemed to require any party hereto to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining any Regulatory Approval that would (i) reasonably be expected to be materially burdensome to Parent on a consolidated basis after giving effect to the transactions contemplated by this Agreement or materially impair the benefits of the Product sold pursuant transactions contemplated by this Agreement to such Regulatory Approval Parent or (whether sold before ii) require a material modification of, or after transfer impose any material limitation or restriction on, the activities, governance, legal structure, compensation or fee arrangements of such Regulatory Approval), including recalls required by Parent or any Governmental Authority and recalls of units its Subsidiaries (taken as a whole) (any of the Product sold by Seller deemed necessary by Seller in its reasonable discretionforegoing, a “Burdensome Condition”); provided, however, that Seller the following shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating not be deemed to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly be included in the event preceding list and shall not be deemed a “Burdensome Condition”: any restraint, limitation, term, requirement, provision or condition that a recall applies generally to bank holding companies and banks as provided by applicable Law or written and publicly available supervisory guidance of general applicability, in each case, as in effect on the Product sold by Seller is necessarydate hereof. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly Subject to the terms and conditions of this Agreement (including any differing standard set forth in Section 8.10 herein with respect to any covenant or obligation, including, with respect to Antitrust Law, as provided below), the Transition Services AgreementCompany, from on the one hand, and after each of Parent and Merger Sub, on the Closingother hand, Purchaser, at will cooperate with the Other Party and use (and will cause their respective Subsidiaries to use) its cost, shall be solely responsible and liable for reasonable best efforts to (i) taking take or cause to be taken all actions, paying and do or cause to be done all fees things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as reasonably practicable and conducting all communication with to consummate and make effective, as promptly as reasonably practicable, the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory ApprovalsMerger, including taking actions necessary to avoid, eliminate, and resolve any and all impediments under any Antitrust Law with respect to the Transactions, including without limitation preparing and filing promptly and fully all reports documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including adverse drug experience reportsfiling any Notification and Report Form required pursuant to the HSR Act within fifteen (15) with Business Days following the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer execution of such Regulatory Approvalthis Agreement), (ii) taking obtain promptly all actions Consents, clearances, expirations or terminations of waiting periods, registrations, authorizations and conducting all communication with other confirmations from any Governmental Entity or third parties in respect of party necessary, proper or advisable to consummate the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, Merger and (iii) investigating all complaints defend, contest and adverse drug experiences in respect resist any Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Product sold Merger. Parent will be responsible for the payment of any filing fees under the HSR Act in connection with the Transactions. In the event that a Governmental Entity issues a request for additional information or documentary material pursuant to such Regulatory Approval the HSR Act (whether sold before or after transfer the “Second Request”) in connection with the Transactions, then the Company, on the one hand, and each of such Regulatory Approval)Parent and Merger Sub, on the other hand will certify substantial compliance with the Second Request as soon as reasonably practicable. (b) From Each of the Parties will (i) cooperate in all respects with each other in connection with any filing to or submission with any Governmental Entity in connection with the Transactions and after in connection with any Proceeding by or before any Governmental Entity relating to the ClosingMerger, and subject to Section 8.10 hereof and including any Proceeding initiated by a private Person, (ii) promptly inform the Transition Services Agreement, Seller promptly Other Party of (and supply to the Other Party) any material communication received by such Party from, or given by such Party to any Governmental Entity and any material communication received or given in connection with any Proceeding by a private Person, in each case regarding the Merger, (iii) permit the Other Party to review in advance and incorporate their reasonable comments in any event within communication to be given by it to any Governmental Entity with respect to obtaining any investigations or reviews under any Law in connection with the time periods required Transactions and (iv) to the extent practicable, consult with the Other Party in advance of any material meeting, written communications or teleconference with any Governmental Entity or, in connection with any Proceeding by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint private Person, with any other Person, and, to the extent not prohibited by the Governmental Entity or a report of an adverse drug experience other Person, give the Other Party the opportunity to attend and participate in respect of the Productsuch meetings and teleconferences. In addition, Seller the Parties shall jointly develop, and each of the Parties shall consult and reasonably cooperate with Purchaser’s reasonable requests one another, and use commercially reasonable efforts to assist Purchaser consider in good faith the views of one another, in connection with the investigation form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and response proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any complaint or adverse drug experience related Antitrust Law with respect to the Product sold Transactions prior to their submission. If the Company, on the one hand, and Parent or Merger Sub, on the other hand, initially disagree upon any such proposed communication, strategy or process, the Parties agree to work together in good faith to resolve the disagreement and endeavor to implement such communication, strategy or process in a mutually acceptable manner; provided, that, following such good faith efforts by Sellerthe Parties, Parent shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust consents or approvals. Subject to Section 6.7, the Parties will take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 6.3 in a manner so as to preserve the applicable privilege. Any Party may share information with any Other Party on an “outside counsel only” basis. Nothing in this Agreement shall obligate the Parties to share any information covered by the attorney client privilege, work product doctrine or other similar privilege. (c) From The Company, on the one hand, and after Parent and Merger Sub, on the Closingother hand, Purchaseragree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity to delay, at its costor otherwise not to consummate as soon as practicable, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units the Transactions except with the prior written consent of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)Other Party, including recalls required by any Governmental Authority and recalls of units which consent may be withheld in the sole discretion of the Product sold by Seller deemed necessary by Seller in non-requesting party. In addition, Parent, Merger Sub and the Company each agree that, during the term of this Agreement, it will not withdraw its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for filing under the reasonable expenses and costs of conducting recalls relating to Product sold by HSR Act or on behalf of Seller prior to any other Antitrust Law without the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall written consent of the Product sold by Seller is necessaryOther Party. (d) Seller shallWithout limiting the generality of the obligations of Parent and Merger Sub pursuant to this Section 6.3, within fifteen Parent agrees to, and will cause its Affiliates to, use best efforts, to take, or to cause to be taken, any and all actions necessary to avoid, eliminate, and resolve any and all impediments under any Antitrust Law with respect to the Transactions, in each case, so as to enable the Closing to occur as promptly as practicable, including (15i) days after proposing, negotiating, committing to and effecting by consent decree, hold separate orders, or otherwise, the sale, divestiture, transfer, license, or disposition or hold separate (through the establishment of a trust or otherwise) of such of Parent’s assets, properties or businesses or of the Company’s assets, properties or businesses to be acquired by it pursuant hereto (including the sale, divestiture, transfer, license or disposition to a third party buyer of the assets, properties or business allocable to SpinCo pursuant to Section 6.17 of the Company Disclosure Letter), (ii) the entrance into such other arrangements, as are necessary in order to effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing the consummation of the Transactions prior to the Outside Date, (iii) changing or modifying any course of conduct regarding future operations of Parent or its Subsidiaries or Affiliates or the assets, properties, or businesses to be acquired pursuant to this Agreement, or (iv) otherwise taking or committing to take any other action that would limit Parent or its Subsidiaries or Affiliates’ freedom of action with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement; provided that Parent is not obligated to take any action contemplated in (i) through (iv) unless such action is expressly conditioned upon the Closing; and provided, notify further, however, that nothing contained in this Agreement shall require Parent or the FDA Company to take, or cause to be taken, or commit to take, or commit to cause to be taken, any divestiture, license, hold separate, sale or other disposition, of or with respect to assets of the transfer Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, if doing so would result in a Material Divestment Event. (e) In addition if any Proceeding is instituted (or threatened) challenging the Merger as violating any Antitrust Law or if any decree, order, judgment, or injunction (whether temporary, preliminary, or permanent) is entered, enforced, or attempted to be entered or enforced by any Governmental Entity that would make the Merger illegal or otherwise delay or prohibit the consummation of the Regulatory Approvals Merger, Parent and its Affiliates and Subsidiaries shall take any and all actions (i) to Purchaser in accordance with all Applicable Lawscontest and defend any such Proceeding to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded, or terminated, any decree, order, judgment, or injunction (whether temporary, preliminary, or permanent) that prohibits, prevents, or restricts consummation of the Transactions and (ii) to eliminate each and every impediment under any Antitrust Law to close the Transactions prior to the Outside Date.

Regulatory Matters. (a) Except U.S. Bancorp and Firstar shall promptly prepare and file with the SEC the Joint Proxy Statement and U.S. Bancorp shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as expressly set forth in Section 8.10 a prospectus. Each of U.S. Bancorp and Firstar shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and U.S. Bancorp and Firstar shall thereafter mail or deliver the Transition Services Joint Proxy Statement to their respective shareholders. U.S. Bancorp shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, from and after Firstar shall furnish all information concerning Firstar and the Closing, Purchaser, at its cost, shall holders of Firstar Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially their reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger) and the Option Agreements, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. U.S. Bancorp and Firstar shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Firstar or U.S. Bancorp, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing rights of review and response to any complaint or adverse drug experience related consultation, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the Product sold obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by Sellerthis Agreement and the Option Agreements and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) From U.S. Bancorp and after Firstar shall, upon request, promptly furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the ClosingJoint Proxy Statement, Purchaserthe S-4 or any other statement, at its costfiling, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before notice or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Seller prior U.S. Bancorp, Firstar or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA U.S. Bancorp and Firstar shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transfer transactions contemplated by this Agreement or the Option Agreements that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory -27- 35 Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawsany such approval will be materially delayed.

Regulatory Matters. (a) Except 7.2.1. As promptly as expressly set forth in Section 8.10 or practicable after the Transition Services execution of this Agreement, from Holdco, NACT and after the Closing, Purchaser, at its cost, World Access shall be solely responsible jointly prepare and liable for (i) taking all actions, paying all fees and conducting all communication file with the appropriate Governmental Authority Commission a Registration Statement on Form S-4 relating to the shares of Holdco Stock to be issued in the Mergers (the "Registration Statement) in which a definitive proxy statement/prospectus to be furnished to the stockholders of NACT (the "Proxy Statement") will be included as a part. Each of Holdco, World Access and NACT shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and NACT shall thereafter mail or deliver the Proxy Statement to its stockholders. Holdco shall also use all reasonable efforts to obtain all necessary state securities Law or "blue sky" permits and approvals required to carry out the transactions contemplated by Applicable Law this Agreement, and NACT shall furnish all information concerning NACT and the holders of NACT Stock as may be reasonably requested in respect connection with any such action. Holdco, World Access and NACT agree to cooperate in making any preliminary filings of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) Proxy Statement with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval)Commission, (ii) taking all actions and conducting all communication with third parties in respect of the Product sold as promptly as practicable, pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of Rule 14a-6 under the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)Exchange Act. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product7.2.2. In addition, Seller The Parties hereto shall cooperate with Purchaser’s reasonable requests each other and use commercially reasonable their best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities. World Access and NACT shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to World Access or NACT, as the case may be, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the investigation of and response to any complaint or adverse drug experience related to transactions contemplated by this Agreement. In exercising the Product sold by Seller. (c) From and after the Closingforegoing right, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units each of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority Parties hereto shall act reasonably and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, as promptly as practicable. The Parties agree that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessary. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.they will consult with

Regulatory Matters. (a) Except as expressly set forth Upon the occurrence and during the continuation of an Event of Default, each Grantor shall take, and shall cause each issuer of any of the Pledged Shares to take, all action that the Trustee may request in Section 8.10 the exercise of its rights and remedies hereunder, which includes the right to require such Grantor or any issuer of any of the Transition Services AgreementPledged Shares to transfer or assign the Pledged Shares to any party or parties. In furtherance of this right, from each Grantor shall, and after shall cause each issuer of the ClosingPledged Shares, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication to cooperate fully with the appropriate Governmental Authority required by Applicable Law Trustee in respect obtaining all approvals and consents from each governmental authority that the Trustee may deem necessary or advisable to accomplish any such transfer or assignment of any part of the Regulatory Approvals, including preparing Pledged Shares and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions to prepare, execute and conducting all communication file with third parties in respect any Governmental Authority any application, request for consent, certificate or instrument that the Trustee may deem necessary or advisable to accomplish any such transfer or assignment of any part of the Product sold pursuant Pledged Shares. If any Grantor fails to execute, or fails to cause each issuer or owner of the Pledged Shares to execute, such Regulatory Approval (whether sold before applications, requests for consent, certificates or after transfer instruments, the clerk of any court that has jurisdiction over the Security Documents may execute and file the same on behalf of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)Grantor. (b) From To enforce the provisions of this Section 28, upon the occurrence and after during the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report continuation of an adverse drug experience in respect Event of Default, the Trustee is authorized to request the consent or approval of any Governmental Authority to a voluntary or an involuntary transfer of control of any issuer of any of the ProductPledged Shares. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation exercise of its remedies under this Agreement, the Trustee may obtain the appointment of a trustee or receiver to assume, upon receipt of all necessary judicial or other Governmental Authority consents or approvals, control of any issuer of any of the Pledged Shares. Such trustee or receiver shall have all rights and response powers provided to any complaint it by law or adverse drug experience related by court order or provided to the Product sold by SellerTrustee under this Agreement. (c) From Notwithstanding anything to the contrary contained in this Agreement: (i) the Trustee will not take any action hereunder that would constitute or result in any transfer of control of any issuer of any of the Pledged Shares without obtaining all necessary approvals; provided that the Trustee and after the Closing, Purchaser, at its cost, Holders shall be solely responsible and liable for conducting all voluntary and involuntary recalls entitled to rely on the advice of units regulatory counsel selected by the Trustee to determine whether approvals of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units are required; and (ii) the Trustee shall not foreclose on, sell, transfer or otherwise dispose of, or exercise any right to vote or consent with respect to, any of the Product sold by Seller deemed necessary by Seller Pledged Shares as provided herein or take any other action that would affect the operational, voting or other control of the issuer of any Pledged Shares, unless such action is taken in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection accordance with the recall. Seller shall notify Purchaser promptly in the event that a recall applicable provisions of the Product sold by Seller is necessaryGaming Laws. (d) Seller shall, within fifteen (15) days after Each Grantor acknowledges that the Closing, notify the FDA approval of each appropriate Governmental Authority to the transfer of control of an issuer of Pledged Shares may be required, that the Regulatory Approvals ownership thereof is integral to Purchaser the Trustee's realization of the value of such Pledged Shares, that there is no adequate remedy at law for failure by such Grantor to comply with the provisions of this Section 28 and that such failure could not be adequately compensatable in accordance with all Applicable Lawsdamages and, therefore, each Grantor agrees that the provisions of this Section 28 may be specifically enforced.

Regulatory Matters. (a) Except Capital One and North Fork shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as expressly set forth a prospectus. Each of Capital One and North Fork shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Capital One and North Fork shall thereafter mail or deliver the Joint Proxy Statement to its respective stockholders. Capital One shall file the opinion described in Section 8.10 7.3(c) on a post-effective amendment to the Form S-4. Capital One shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transition Services transactions contemplated by this Agreement, from and after North Fork shall furnish all information concerning North Fork and the Closing, Purchaser, at its cost, shall holders of North Fork Common Stock as may be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication reasonably requested in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of any such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)action. (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller The parties shall cooperate with Purchaser’s reasonable requests each other and use commercially their respective reasonable best efforts to assist Purchaser promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or Governmental Entities. North Fork and Capital One shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to North Fork or Capital One, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and response as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Capital One to take any action, or commit to take any action, or agree to any complaint condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities, that would reasonably be expected to have a material adverse drug experience related effect (measured on a scale relative to the Product sold by SellerNorth Fork) on either Capital One or North Fork (a “Materially Burdensome Regulatory Condition”). (c) From Each of Capital One and after North Fork shall, upon request, furnish to the Closingother all information concerning itself, Purchaserits Subsidiaries, at its costdirectors, shall officers and stockholders and such other matters as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of reasonably necessary or advisable in connection with the Product sold pursuant to such Regulatory Approval (whether sold before Joint Proxy Statement, the Form S-4 or after transfer of such Regulatory Approval)any other statement, including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedfiling, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold notice or application made by or on behalf of Seller prior Capital One, North Fork or any of their respective Subsidiaries to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Governmental Entity in connection with the recall. Seller shall notify Purchaser promptly in Merger and the event that a recall of the Product sold other transactions contemplated by Seller is necessarythis Agreement. (d) Seller shall, within fifteen (15) days after Each of Capital One and North Fork shall promptly advise the Closing, notify the FDA other upon receiving any communication from any Regulatory Agency or Governmental Entity consent or approval of which is required for consummation of the transfer transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Capital One Requisite Regulatory Approval or North Fork Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed. (e) North Fork shall cooperate with such reasonable requests as may be made by Capital One with respect to any post-Closing reorganization of Capital One’s and North Fork’s Subsidiaries, including filing prior to the Closing such applications with Regulatory Approvals to Purchaser Agencies or Governmental Entities as may be necessary or desirable in accordance connection with all Applicable Lawsany such reorganization.

Regulatory Matters. (a) Except as expressly Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Section 8.10 Article VII, to consummate the transactions contemplated hereby and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the Transition Services Agreementtransactions contemplated by this Agreement (collectively, from the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the Closingdate hereof, Purchaserall necessary documentation, at its costand effect all applications, shall be solely responsible notices, petitions and liable for filings (i) taking including, if required, notification under the HSR Act or any other antitrust or competition Law), to obtain as promptly as practicable all actions, paying nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all fees third parties and conducting all communication with Governmental Entities that are necessary or advisable to consummate the appropriate Governmental Authority required transactions contemplated by Applicable Law in respect of this Agreement, including the Regulatory Approvals, including preparing . Each of Parent and filing all reports (including adverse drug experience reports) Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated by this Agreement. (b) From Subject to applicable Laws relating to the exchange of information, Parent and after the ClosingCompany shall, upon request, furnish each other with all information concerning Parent, Company and subject their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser Governmental Entity in connection with the investigation of transactions contemplated by this Agreement. Parent and response Company shall have the right to any complaint or adverse drug experience related review in advance and, to the Product sold extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, any filing made or proposed to be made with, or written materials submitted or proposed to be submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by Sellerthis Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. (c) From Subject to applicable Law (including applicable Laws relating to the exchange of information), Company and after the Closing, Purchaser, at its cost, Parent shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units keep each other apprised of the Product sold pursuant status of matters relating to such Regulatory Approval the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Law, (whether sold before i) each of Parent and Company shall promptly furnish the other with copies of the nonconfidential portions of notices or after transfer other communications received by it or any of such Regulatory Approvalits Subsidiaries (or written summaries of communications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, (ii) each of Parent and Company shall provide the other a reasonable opportunity to review in advance, and to the extent practicable accept the reasonable comments of the other in connection with, any proposed nonconfidential written communication to, including recalls required by any filings with, any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller Entity, in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls each case subject to applicable Laws relating to Product sold by or the exchange of information. Any such disclosures may be made on behalf of Seller prior an outside counsel-only basis to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryextent required under applicable Law. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as expressly set forth in Section 8.10 promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the Transition Services transactions contemplated by this Agreement, from and after to comply with the Closingterms and conditions of all such permits, Purchaserconsents, at its costapprovals and authorizations of all such Governmental Authorities. The Acquiror, on the one hand, and the Prices, AGC and GEI, on the other hand, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication provided with the appropriate opportunity to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to AGC, GEI or the Transferred Entities, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority required in connection with the transactions contemplated by Applicable Law in respect this Agreement. In exercising the foregoing right, each of the Regulatory Approvalsparties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, including preparing consents, approvals and filing authorizations of all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the Product sold pursuant status of matters relating to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect completion of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated herein. (b) From and after The Acquiror, on the Closingone hand, and subject to Section 8.10 hereof the Prices, AGC, GEI and the Transition Services AgreementTransferred Entities on the other hand, Seller promptly (shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any event within the time periods required statement, filing, notice or application made by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect on behalf of the Product. In additionAcquiror, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts AGC, GEI, the Transferred Entities or any of their respective Subsidiaries to assist Purchaser any Governmental Authority in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold transactions contemplated by Sellerthis Agreement. (c) From The Acquiror, on the one hand, and after the ClosingPrices, PurchaserAGC, at its costGEI and the Transferred Entities on the other hand, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by promptly advise each other upon receiving any communication from any Governmental Authority and recalls of units whose consent or approval is required for consummation of the Product sold transactions contemplated by Seller deemed necessary by Seller in its this Agreement which causes such party to believe that there is a reasonable discretion; provided, however, likelihood that Seller shall reimburse Purchaser for any Requisite Regulatory Approval will not be obtained or that the reasonable expenses and costs receipt of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of any such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryapproval will be materially delayed. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly Each of HEOP and the Company shall, and shall cause its Subsidiaries and the Company Subsidiaries, respectively, to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 8.10 6.1, actions required in order to continue any contract or agreement of the Company or the Transition Services Company Subsidiaries following the Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) the Regulatory Approvals required or advisable in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and prepare and file, from and as promptly as practicable after the Closingdate hereof, Purchaserall necessary documentation, at its costand effect all applications, shall be solely responsible notices, petitions and liable for (i) taking filings to obtain as promptly as practicable all actions, paying non-actions, permits, consents, authorizations, orders, clearances, waivers or approvals of all fees third parties and conducting all communication with Governmental Entities that are necessary or advisable to consummate the appropriate Governmental Authority required transactions contemplated by Applicable Law in respect of this Agreement, including the Regulatory Approvals. Without limiting the generality of the forgoing, including preparing HEOP and filing all reports (including adverse drug experience reports) the Company will use commercially reasonable efforts to file the required notices and applications seeking approval of the Merger with the appropriate Federal Reserve, the FDIC and the DBO no later than thirty (30) days from the date hereof. Each of HEOP and the Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated by this Agreement. (b) From and after the ClosingNotwithstanding anything set forth in this Agreement, under no circumstances shall either party or its Subsidiaries be required, and subject the other party and its Subsidiaries shall not be permitted (without the first party’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition, restriction or requirement, involving any of them pursuant to this Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint 6.01 or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser otherwise in connection with obtaining the investigation foregoing actions, non-actions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would, or would be reasonably likely to, individually or in the aggregate, materially reduce the benefits of the Merger to such a degree that the first party would not have entered into this Agreement had such conditions, restrictions or requirements been known at the date hereof (a “Materially Burdensome Regulatory Condition”); provided that, if requested by HEOP, then the Company and response the Company Subsidiaries will take or commit to take any such action, or agree to any complaint such condition or adverse drug experience related to restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Product sold by SellerCompany and the Company Subsidiaries only in the event the Closing occurs. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant Subject to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls applicable Laws relating to Product sold the exchange of information, HEOP and the Company shall, upon request, furnish each other with all information concerning HEOP, the Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Seller prior to the Closing, including the costs of notifying customersHEOP, the costs associated with shipment Company or any of such recalled Product, the price paid for such Inventory, and reasonable credits extended their respective Subsidiaries to customers any Governmental Entity in connection with the recalltransactions contemplated by this Agreement. Seller HEOP and the Company shall notify Purchaser promptly have the right to review in advance and, to the event that a recall extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, any filing made or proposed to be made with, or written materials submitted or proposed to be submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Product sold by Seller is necessaryparties hereto shall act reasonably and as promptly as practicable. (d) Seller shallSubject to applicable Law (including applicable Laws relating to the exchange of information), within fifteen (15) days after the Closing, notify the FDA Company and HEOP shall keep each other apprised of the transfer status of matters relating to the completion of the Regulatory Approvals transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to Purchaser in accordance applicable Law, (i) each of HEOP and the Company shall promptly furnish the other with all Applicable Laws.copies of notices or other communications received by it or any of its Subsidiaries and the Company Subsidiaries, respectively (or written summaries of communications received orally), from any third party or

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services Agreement, from ArgentBank shall prepare and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication file a registration statement with the appropriate Governmental Authority required by Applicable Law in respect securities and corporate practices division of the Regulatory Approvals, including preparing and filing all reports FDIC (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval"Registration Statement"), including responding a joint proxy statement (the "Proxy Statement") to be filed with the SEC and mailed to the ABI and ArgentBank shareholders in connection with the meetings to be called to consider this Agreement and the Merger Agreements, as soon as reasonably practicable following the date of this Agreement. The Registration Statement shall comply in all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect material respects with the requirements of the Product sold pursuant Securities Act, the rules and regulations promulgated thereunder and other applicable federal and state laws and ArgentBank will use its best efforts to such Regulatory Approval (whether sold before cause the Registration Statement to be declared effective as soon as practicable, to qualify the ArgentBank Common Stock under the securities or after transfer blue sky laws of such Regulatory Approval)jurisdictions as may be required and to keep the Registration Statement and such qualifications current and in effect for so long as is necessary to consummate the transactions contemplated hereby. (b) From ArgentBank will use its best efforts to prepare all necessary documentation, to effect all necessary filings and after to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the Closingtransactions contemplated by this Agreement, and subject to Section 8.10 hereof including those required by the FDIC, the FRB and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by SellerOFI. (c) From ABI's Consolidated Group shall cooperate in preparing the Registration Statement and after the ClosingProxy Statement, Purchaser, at its cost, shall be solely responsible and liable will promptly furnish all such data and information relating to it as ArgentBank may reasonably request for conducting all voluntary the purpose of including such data and involuntary recalls of units information in the Registration Statement. (d) ArgentBank will indemnify and hold harmless each member of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer ABI Consolidated Group, each of such Regulatory Approval)its directors, including recalls required by any Governmental Authority each of its officers and recalls of units each person, if any, who controls ABI within the meaning of the Product sold Securities Act against any losses, claims, damages or liabilities, joint, several or solidary, to which they or any of them may become subject, under the Securities Act, any state securities or blue sky laws, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such person for any legal or other expenses reasonably incurred, promptly as they are incurred, by Seller deemed necessary by Seller such person in its reasonable discretionconnection with investigating or defending any such action or claim; provided, however, that Seller ArgentBank shall reimburse Purchaser for not be liable in any case to the reasonable expenses and costs extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of conducting recalls relating or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or any such amendment or supplement in reliance upon or in conformity with information furnished to Product sold ArgentBank by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid ABI Consolidated Group for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryuse therein. (e) Promptly after receipt by an indemnified party under subparagraph (d) Seller above of notice of the commencement of any action, such indemnified party shall, within fifteen (15) days after the Closingif a claim in respect thereof is to be made against ArgentBank under such subparagraph, notify the FDA ArgentBank in writing of the transfer commencement thereof. In case any such action shall be brought against any indemnified party and it shall notify ArgentBank of the Regulatory Approvals commencement thereof, ArgentBank shall be entitled to Purchaser participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from ArgentBank to such indemnified party of its election so to assume the defense thereof, ArgentBank shall not be liable to such indemnified party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party; provided, however, if ArgentBank elects not to assume such defense or counsel for the indemnified parties advises in accordance with writing that there are material substantive issues which raise conflicts of interest between ArgentBank or ABI and one or more of the indemnified parties, such indemnified parties may retain counsel satisfactory to them, and ArgentBank shall pay all Applicable Lawsreasonable fees and expenses of such counsel for the indemnified parties promptly as statements therefor are received.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or Following the Transition Services execution and delivery of this Agreement, from Enviroq, IAM and after the Closing, Purchaser, at its cost, CRC shall cause to be solely responsible prepared and liable for (i) taking filed all actions, paying all fees required applications and conducting all communication filings with the appropriate Governmental Authority required by Applicable Law in respect Regulatory Authorities which are necessary or contemplated for the obtaining of the Consents of the Regulatory ApprovalsAuthorities and the consummation of the Mergers. Such applications and filings shall be in such form as may be prescribed by the respective Regulatory Authority and shall contain such information as such Regulatory Authority may require. The Parties hereto will cooperate with each other and use reasonable efforts to prepare and execute all necessary documentation, to effect all necessary or contemplated filings and to obtain all necessary or contemplated Consents of the Regulatory Authorities and third parties which are necessary or contemplated to consummate the transactions contemplated by this Agreement, including preparing the stockholders of Enviroq. Each of the Parties shall have the right to review and approve in advance, which approval shall not be unreasonably withheld, any filing all reports (including adverse drug experience reports) made with, or written material submitted to, any Regulatory Authority in connection with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated by this Agreement. (b) From Each Party will furnish the other Parties with all information concerning itself, its Subsidiaries, directors, officers and after the Closingstockholders, as applicable, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint such other matters as may be necessary or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser advisable in connection with the investigation of and response to any complaint statement or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold application made by or on behalf of Seller prior any such Party to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any governmental body in connection with the recalltransactions, applications or filings contemplated by this Agreement. Seller shall notify Purchaser Upon request, the Parties hereto will promptly in the event that a recall furnish each other with copies of written communications received by them or their respective Subsidiaries from, or delivered by any of the Product sold by Seller is necessary. (d) Seller shallforegoing to, within fifteen (15) days after the Closing, notify the FDA any governmental body in respect of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawstransactions contemplated hereby.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services Agreement, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval). (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller Each party hereto shall cooperate with Purchaser’s reasonable requests the other party and use commercially reasonable efforts to assist promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of Governmental Entities which are necessary or advisable for such party to consummate the transactions contemplated by this Agreement; provided that neither Seller nor Purchaser nor any of their respective Affiliates shall have any obligation to offer or pay any consideration or agree to any restriction, covenant, undertaking, limitation or divestiture of any kind whatsoever in order to obtain any such consents or approvals; and provided, further, that Seller shall not make any agreement or understanding affecting the Assets, the Assumed Liabilities or the Branch Business as a condition for obtaining any such consents or waivers except with the prior written consent of Purchaser. Seller will act diligently and reasonably in attempting to obtain, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to Purchaser, from any party to any Contract or Lease required to be obtained to assign or transfer any such agreements to Purchaser or to otherwise satisfy the conditions set forth in Section 9.2. The parties have the right to review in advance and, to the extent practicable, will consult the other, subject to Applicable Laws relating to the exchange of information and except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality, on all the information relating to Purchaser or Seller, as the case may be, and any of their respective Affiliates, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the investigation transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and response authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver to the other party evidence of the filing of all applications, filings, registrations and notifications relating thereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received by such filing party from any Governmental Entity in respect of any such application (except for any confidential portions thereof). In exercising the foregoing rights and obligations, each of the parties hereto shall act reasonably and as promptly as practicable. Each of the parties hereto shall file with the appropriate Governmental Entity all applications for all regulatory approvals, consents, permits and authorizations which such party is required to obtain in connection with the consummation of the transactions contemplated by this Agreement within ten (10) Business Days after the execution hereof. (b) Purchaser and Seller shall, upon request, furnish each other with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Seller or any of their respective Subsidiaries to any complaint or adverse drug experience related Governmental Entity in connection with the transactions contemplated by this Agreement (except to the Product sold by Sellerextent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (c) From Purchaser and after Seller shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the Closingtransactions contemplated by this Agreement. (d) Purchaser shall use commercially reasonable efforts to obtain the necessary federal and state approvals for, Purchaserand to effectuate the consummation of, at the Charter Acquisition as promptly as practicable; provided, that neither Purchaser nor any of its costAffiliates shall have any obligation to offer or pay any consideration or agree to any restriction, covenant, undertaking, limitation or divestiture of any kind whatsoever in order to obtain any such consents or approvals (other than to pay the purchase price specified in the stock purchase agreement for the Charter Acquisition, which is subject to satisfaction of the applicable closing conditions). None of the provisions of Sections 4.3(a) through Section 4.3(c), or any other similar provisions in this Agreement, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units apply to the Charter Acquisition. Purchaser shall promptly notify Seller of the Product sold pursuant consummation of the Charter Acquisition. (e) Seller shall cooperate with Purchaser so that Purchaser may substitute, effective as of the Closing Date, any collateral posted by Seller as security for any Deposits by Governmental Entities. Purchaser shall use its commercially reasonable efforts to make arrangements acceptable to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units Entities effective as of the Product sold by Seller deemed necessary by Seller in its reasonable discretionClosing Date to replace Seller’s collateral with collateral belong to Purchaser; provided, however, that if replacement collateral is not obtained by Purchaser for any such Deposits, Seller shall reimburse Purchaser for be entitled to terminate its existing collateral arrangements effective as of the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior Closing and, notwithstanding anything herein to the Closingcontrary, including the costs such termination shall not be deemed to constitute or result in any breach of notifying customersrepresentation, the costs associated with shipment of such recalled Productwarranty, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold covenant or other agreement made by Seller is necessaryhereunder. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly Each of Purchaser and Seller shall, and shall cause its Subsidiaries to, (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 8.10 6.1, required in order to continue any contract or the Transition Services Agreementagreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication in each case arising in connection with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing transactions contemplated hereby) and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Seller or Purchaser, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all actions necessary documentation, and conducting to effect all communication with applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser and Seller shall have the right to review in respect advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Seller, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Product sold pursuant parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to such Regulatory Approval (whether sold before the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or after transfer advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of such Regulatory Approvalthe status of matters relating to completion of the transactions contemplated herein. Each of Purchaser and Seller shall resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect taking each of the Product sold pursuant foregoing actions each party shall be required only to such Regulatory Approval (whether sold before or after transfer use commercially reasonable efforts; provided that with respect to obtaining the approval of such Regulatory Approval)the Federal Reserve Board and the approvals of all other relevant Federal and state bank and thrift regulators to the transactions contemplated by this Agreement, each party shall be required to use reasonable best efforts. (b) From Purchaser and after the ClosingSeller shall, upon request, furnish each other with all information concerning Purchaser, Seller, Company and subject their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Seller, Company or any of their respective Subsidiaries to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser Governmental Entity in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold transactions contemplated by Sellerthis Agreement. (c) From Purchaser and after the Closing, Purchaser, at its cost, Seller shall be solely responsible and liable promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for conducting all voluntary and involuntary recalls of units consummation of the Product sold pursuant transactions contemplated by this Agreement which causes such party to such believe that there is a reasonable likelihood that any Requisite Regulatory Approval (whether sold before or after transfer other consent or approval will not be obtained or that the receipt of any such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryapproval will be materially delayed. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 or the Transition Services Agreement, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval). (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold by Seller. (c) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessary. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of Following the transfer of the Regulatory Approvals Documentation, including INDs to Purchaser MedImmune pursuant to Section 3.9, subject to the terms set forth below, MedImmune shall be solely responsible for all regulatory filings and communications with each Regulatory Health Authority with respect to that Regulatory Documentation including any INDs relating to the Licensed Product, and MedImmune shall be solely responsible for any and all subsequent filings and communications with the Regulatory Health Authority including, without limitation, for the preparation and filing of all additional INDs relating to the Licensed Product and for providing, in accordance the format required by Regulatory Health Authorities, the data and information required to be submitted to such Regulatory Health Authorities for Regulatory Approval of Licensed Products, including without limitation data from all Clinical Trials and all Manufacturing and controls information required for Regulatory Approval of such Licensed Product by the Regulatory Health Authorities. Notwithstanding the foregoing, MedImmune shall (i) provide Innate with copies of all material Regulatory Documentation received from Regulatory Health Authorities, (ii) provide Innate with advance copies of all material Regulatory Documentation for submission to Regulatory Health Authorities in the Major Markets, with sufficient time for Innate to review and provide comment, and give reasonable, good faith consideration to Innate’s suggestions therefor, (iii) permit at least one Innate representative to be present at all discussions and meetings with the EMA and the FDA relating to Licensed Products subject to Applicable Laws.Law and any applicable restrictions imposed by the FDA or EMA and (iv) generate true and accurate minutes of all discussions and meetings with Regulatory Health Authorities relating to Licensed Products in the Major Markets and provide copies of such minutes to Innate as promptly as possible following any such

Regulatory Matters. (a) Except as expressly Subject to the terms and conditions set forth in Section 8.10 or the Transition Services this Agreement, from without limiting the generality of the other undertakings pursuant to this Section 6.3, each of the Company and after EFIH and Parent and Merger Subs shall use its reasonable best efforts to take, or cause to be taken, the Closing, Purchaser, at its cost, shall be solely responsible and liable for following actions: (i) taking all actionsthe prompt provision to each and every federal, paying all fees state, local or foreign court or Governmental Entity (including the FCC, the FERC and conducting all communication the PUCT) with the appropriate jurisdiction over any Company Approvals or Parent Approvals of information and documents reasonably requested by any such court or Governmental Authority required by Applicable Law in respect Entity or that are necessary, proper or advisable to permit consummation of the Regulatory Approvals, including preparing and filing all reports (including adverse drug experience reports) with transactions contemplated by this Agreement or the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer Plan of such Regulatory Approval), Reorganization; (ii) with respect to the HSR Filing, obtaining the expiration or earlier termination of any waiting period under the HSR Act applicable to the transactions contemplated by this Agreement, and with respect to the FCC Approval, the FERC Approval and the PUCT Approval and all other approvals and consents of a Governmental Entity, obtaining all such necessary approvals and avoiding the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment or Law that, individually or in the aggregate, would be reasonably likely to prevent, enjoin or otherwise prohibit, or materially impair, restrain or restrict, the transactions contemplated by this Agreement or the Plan of Reorganization, including Parent and Merger Subs, subject to the first sentence of the last paragraph of Section 6.3(e), taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contaminationrequired by, and (iii) investigating accepting all complaints and adverse drug experiences in respect conditions and/or requirements imposed under the terms of the Product sold pursuant to such Regulatory Approval (whether sold before any, consent, registration, order, approval or after transfer of such Regulatory Approval). (b) From and after the Closing, and subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in authorization issued by any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser Governmental Entity in connection with the investigation transactions contemplated by this Agreement or the Plan of and response to any complaint or adverse drug experience related Reorganization to the Product sold by Seller.extent that any such condition or requirement is a Key Regulatory Term or is not otherwise a Burdensome Condition; and (ciii) From and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including recalls required by any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or Law is entered, issued or enacted, or becomes reasonably foreseeable to be entered, issued or enacted, in any proceeding, review or inquiry of any kind that would make consummation of the Product sold transactions contemplated by Seller is necessary. (d) Seller shallthis Agreement or the Plan of Reorganization unlawful or that would prevent, within fifteen (15) days after enjoin or otherwise prohibit, or materially impair, restrain or restrict, the Closingtransactions contemplated by this Agreement or the Plan of Reorganization, notify the FDA vacate, modify, reverse, suspend, prevent, eliminate, avoid, remove or comply with such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or enactment so as to permit prompt consummation of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Lawstransactions contemplated by this Agreement.

Regulatory Matters. Through the Effective Time: (a) Except as expressly set forth OLB and DCB shall cooperate with one another in Section 8.10 or the Transition Services Agreementpreparation of the Registration Statement (including the Prospectus/Proxy Statement) and all Applications, from and after the Closing, Purchaser, at its cost, which shall be solely responsible prepared by OLB and liable for OLB’s counsel, to the extent such Applications are required to be filed by an OLB Company, and by DCB and DCB’s counsel, to the extent such Applications are required to be filed by a DCB Company, and the making of all filings for, and shall use their reasonable best efforts to obtain, as promptly as practicable, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the Contemplated Transactions; provided, however, that in no event shall OLB or DCB be required to agree to any prohibition, limitation or other requirement that would (ia) taking prohibit or materially limit the ownership or operation by OLB or any OLB Subsidiary of all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Applicable Law in respect or any material portion of the Regulatory Approvalsbusiness or assets of DCB or any DCB Subsidiary, including preparing and filing (b) compel OLB or DCB to dispose of all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before any material portion of either party’s business or after transfer of such Regulatory Approval)assets, (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before impose a material compliance burden, penalty or after transfer of such Regulatory Approval)obligation on OLB or DCB, including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect otherwise materially impair the value of the Product sold pursuant DCB to OLB (any such Regulatory Approval (whether sold before requirement alone, or after transfer of more than one such Regulatory Approvalrequirement together, a “Burdensome Condition”). (b) From DCB and after OLB shall each promptly furnish the Closingother with copies of written communications to, and subject to Section 8.10 hereof and the Transition Services Agreementor received by them from, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in Regulatory Authority with respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser in connection with the investigation of and response to any complaint or adverse drug experience related to the Product sold Contemplated Transactions to the extent permitted by SellerLaw. (c) From DCB and after OLB shall cooperate with each other in the Closing, Purchaser, at its cost, foregoing matters and shall furnish the other with all information concerning itself as may be solely responsible and liable for conducting all voluntary and involuntary recalls of units of the Product sold pursuant to such Regulatory Approval (whether sold before necessary or after transfer of such Regulatory Approval)advisable in connection with any Application or filing, including recalls required by any Governmental Authority and recalls of units of report filed with the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedSEC, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold made by or on behalf of Seller prior such party to the Closing, including the costs of notifying customers, the costs associated or with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Regulatory Authority in connection with the recallContemplated Transactions, and in each such case, the information shall be accurate and complete in all material respects. Seller In connection therewith, DCB and OLB shall notify Purchaser promptly use their reasonable good faith efforts to provide each other certificates, “comfort” letters and other documents reasonably requested by the other to the extent such disclosure is permitted by Law. Each party hereto shall have the right to review and approve in the event that a recall advance (such approval not to be unreasonably withheld, conditioned or delayed) all characterizations of the Product sold information relating to it and any of its subsidiaries that appear in any filing made in connection with the Contemplated Transactions with any Regulatory Authority. In addition, OLB and DCB shall each give the other reasonable time to review the Registration Statement and any Application to be filed by Seller it prior to the time such Application is necessaryfiled with the relevant Regulatory Authority, and each shall consult the other with respect to the substance and status of such filings. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. Through the Closing Date: ------------------ (a) Except NPB and HomeTowne shall cooperate with one another in the preparation of the Proxy Statement and all Applications and the making of all filings for, and shall use their reasonable best efforts to obtain, as expressly set forth in Section 8.10 promptly as practicable, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the Transition Services Agreement, from Contemplated Transactions. NPB and after HomeTowne shall each give the Closing, Purchaser, at its cost, shall other reasonable time to review any Application to be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication filed by it prior to the filing of such Application with the appropriate Governmental Authority required by Applicable Law in relevant Regulatory Authority, and each shall consult the other with respect of to the Regulatory Approvals, including preparing substance and filing all reports (including adverse drug experience reports) with the appropriate Governmental or Regulatory Authority (whether the Product is sold before or after transfer status of such Regulatory Approval), (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination, and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)filings. (b) From NPB and after HomeTowne intend to cause the ClosingProxy Statement to include financial information about HomeTowne as of June 30, and 2003, subject to Section 8.10 hereof and the Transition Services Agreement, Seller promptly terms of this Agreement (and in any event within including the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report right of an adverse drug experience in respect HomeTowne to designate the date of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests HomeTowne Shareholders Meeting pursuant to Section 4.07(a)(i)); NPB acknowledges that HomeTowne is not a registrant under the Exchange Act and use commercially reasonable efforts to assist Purchaser in connection with the investigation accordingly preparation of and response to any complaint or adverse drug experience related to the Product sold by Selleradditional information may be required. (c) From HomeTowne and after NPB shall each promptly furnish the Closingother with copies of written communications to, Purchaseror received by them from, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units any Regulatory Authority in respect of the Product sold pursuant to such Regulatory Approval Contemplate Transactions. (whether sold before d) HomeTowne and NPB shall cooperate with each other in the foregoing matters and shall furnish the other with all information concerning itself as may be necessary or after transfer of such Regulatory Approval)advisable in connection with any Application or filing, including recalls required by any Governmental Authority and recalls of units of report filed with the Product sold by Seller deemed necessary by Seller in its reasonable discretion; providedSEC, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold made by or on behalf of Seller prior such party to the Closing, including the costs of notifying customers, the costs associated or with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers any Regulatory Authority in connection with the recallContemplated Transactions, and in each such case, such information shall be accurate and complete in all material respects. Seller In connection therewith, HomeTowne and NPB shall notify Purchaser promptly in use their reasonable good faith efforts to provide each other certificates and other documents reasonably requested by the event that a recall of the Product sold by Seller is necessaryother. (d) Seller shall, within fifteen (15) days after the Closing, notify the FDA of the transfer of the Regulatory Approvals to Purchaser in accordance with all Applicable Laws.

Regulatory Matters. (a) Except as expressly set forth in Section 8.10 The parties hereto shall cooperate with each other and use their reasonable best efforts to take or the Transition Services Agreementcause to be taken, from and after the Closing, Purchaser, at its cost, shall be solely responsible and liable for (i) taking all actions, paying and to do, or cause to be done, all fees things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and conducting all communication with make effective, as promptly as practicable, the appropriate Governmental Authority required transactions contemplated by Applicable Law in respect of this Agreement and the Regulatory ApprovalsAncillary Agreements, including preparing and filing all reports (including adverse drug experience reports) necessary documentation, effecting all applications, notices, petitions and filings, obtaining as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities, and complying with the appropriate terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Each party hereto agrees to file as soon as practicable, to the extent applicable, any filings or Regulatory Authority notifications with respect to such approvals or waiting periods as may be required under any applicable Laws. Subject to Section 10.1, any expenses and costs incurred in connection with the parties' obligations under this Section 6.9(a) shall be paid one half by Parent and one half by the Company. Each party shall respond as promptly as practicable to any inquiries and requests received from any state attorney general or other Governmental Entity in connection with antitrust matters. Parent and the Company shall use its reasonable best efforts to avoid, eliminate, or resolve any impediment or objection under any antitrust, competition, or trade regulation law that may be asserted by any state attorney general or any other Governmental Entity or other Persons with respect to the transactions contemplated by this Agreement and the Ancillary Agreements so as to enable the consummation thereof as promptly as reasonably practicable and shall defend through litigation on the merits any claim asserted in any court by any party, including appeals. Each party shall (whether i) promptly notify the Product is sold before other party of any material communication to that party from any state attorney general or after transfer any other Governmental Entity and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any of such Regulatory Approval), the foregoing; (ii) taking all actions and conducting all communication to the extent practicable, not agree to participate in any substantive meeting or discussion with third parties any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the Product sold pursuant transactions contemplated by this Agreement and the Ancillary Agreements unless it consults with the other party in advance and, to the extent permitted by such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)Governmental Entity, including responding gives the other party the opportunity to all complaints in respect thereof, including complaints related to tampering or contamination, attend and participate thereat; and (iii) investigating furnish the other party with copies of all complaints correspondence, filings, and adverse drug experiences in communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect of to this Agreement and the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval)transactions contemplated by this Agreement and the Ancillary Agreements. (b) From Each of Parent and after the ClosingCompany shall furnish each other with all information concerning itself, its Affiliates, its Representatives and shareholders and interest holders, and subject such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent or the Company or any of their respective Affiliates to Section 8.10 hereof and the Transition Services Agreement, Seller promptly (and in any event within the time periods required by Applicable Law) shall notify Purchaser within three (3) Business Days if Seller receives a complaint or a report of an adverse drug experience in respect of the Product. In addition, Seller shall cooperate with Purchaser’s reasonable requests and use commercially reasonable efforts to assist Purchaser Governmental Entity in connection with the investigation transactions contemplated by this Agreement and the Ancillary Agreements, and each of Parent and response to the Company shall provide such other assistance as may be reasonably requested by the other in connection with the preparation, filing and distribution of any complaint such statement, filing, notice or adverse drug experience related to the Product sold by Sellerapplication. (c) From Parent and after the Closing, Purchaser, at its cost, Company shall be solely responsible and liable promptly advise each other upon their or any of their Subsidiaries receiving any communication from any Governmental Entity whose consent or approval is required for conducting all voluntary and involuntary recalls of units consummation of the Product sold pursuant transactions contemplated by this Agreement and the Ancillary Agreements that causes such party to such Regulatory Approval (whether sold before or after transfer believe that there is a reasonable likelihood that any approval of such Regulatory Approval), including recalls required by Governmental Entity will not be obtained or that the receipt of any Governmental Authority and recalls of units of the Product sold by Seller deemed necessary by Seller in its reasonable discretion; provided, however, that Seller shall reimburse Purchaser for the reasonable expenses and costs of conducting recalls relating to Product sold by or on behalf of Seller prior to the Closing, including the costs of notifying customers, the costs associated with shipment of such recalled Product, the price paid for such Inventory, and reasonable credits extended to customers in connection with the recall. Seller shall notify Purchaser promptly in the event that a recall of the Product sold by Seller is necessaryapproval will be materially delayed. (d) Seller shallParent and the Company shall (i) promptly inform the other of any communication to or from any Governmental Entity regarding the transactions contemplated hereby, within fifteen (15ii) days after give the Closing, notify the FDA other prompt notice of the transfer commencement of any Action with respect to the Regulatory Approvals transactions contemplated hereby and (iii) keep the other reasonably informed as to Purchaser in accordance with the status of any such Action. (e) Parent and the Company shall use reasonable best efforts to obtain all Applicable Lawsnecessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Ancillary Agreements.