Common use of Required Approvals Clause in Contracts

Required Approvals. (a) Each party hereto hereby agrees to cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely with respect to consents of Governmental Entities, advisable, to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the generality of Section 5.4(a), Buyer agrees to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each party hereto hereby agrees to cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as As promptly as practicable after the date of this Agreement, the Equity Participants and JJMA shall make all necessary Consents filings required by Law to be made by JJMA and/or the Equity Participants to consummate the Contemplated Transactions. Between the date of all third parties this Agreement and Governmental Entities in each case necessary orthe Closing Date, solely JJMA and the Equity Participants shall (i) cooperate with Buyer with respect to consents of Governmental Entities, advisable, all filings that Buyer elects to consummate the transactions contemplated hereby and make or is required by the Ancillary Agreements. Buyer shall have the right Law to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity make in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shallContemplated Transactions, and covenants and agrees to, promptly notify Seller of (ii) cooperate with Buyer in obtaining all filings, submissions and correspondence made to or received from any Governmental Entity Consents identified in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised Schedule 4.02(c) of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary AgreementsBuyer Disclosure Schedules. (b) Without limiting The Parties acknowledge that they have previously completed and filed a notification and report form and other required documents under the generality HSR Act with respect to the Contemplated Transactions. The Parties shall use their Best Efforts to obtain early termination of Section 5.4(a)the applicable waiting period under the HSR Act. The Parties shall promptly furnish all materials reasonably required by any of the Governmental Bodies having jurisdiction over such filings, Buyer agrees and shall take all reasonable actions and shall file and use all reasonable efforts to furnish Seller have declared effective or approved all documents and notifications with true and accurate information concerning itselfany such Governmental Body, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary required under the HSR Act or advisable other federal or state antitrust laws for the consummation of the Contemplated Transactions. However, nothing contained in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller this Agreement will require Buyer or any of its Subsidiaries Affiliates to enter into any third party and/or agreement, consent decree or other commitment requiring Buyer or any of its Affiliates to (x) divest or hold separate any Assets of JJMA, Seller, Buyer or any of their Affiliates, (y) litigate, pursue or defend any Proceeding challenging any of the Contemplated Transactions hereby as violative of any antitrust laws or (z) take any other action that would, individually or in the aggregate, have a Material Adverse Effect on Buyer. In connection with the foregoing, each Party (i) will promptly notify the other Parties in writing of any communication received by that Party or its Affiliates from any Governmental Entity Body having jurisdiction over such filings, and subject to applicable Law, provide the other parties with a copy of any such written communication (or written summary of any oral communication), and (ii) will not participate in any substantive meeting or discussion with any Governmental Body having jurisdiction over such filings concerning the Contemplated Transactions unless it consults with the other Parties in advance, and to the extent permitted by such Governmental Body, gives a representative of the other Parties the opportunity to attend. Each Party shall be responsible for its respective preparation costs and other expenses (including attorneys’ fees) in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection compliance with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts toHSR Act; provided, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of that all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable filing fees under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of HSR Act shall be borne by Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each party hereto hereby agrees to cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as As promptly as practicable after the date hereof, Buyer shall, and shall cause its Affiliates (including the Investor and its “ultimate parent entity”) to, use its commercially reasonable efforts to make all necessary Consents notices and filings in connection with the consents, approvals, waivers and authorizations required by any Legal Requirement to be made by it (or them) in order to consummate the transaction contemplated hereby. From the date of all third parties and Governmental Entities in each case necessary orthis Agreement until the Closing, solely with respect to consents of Governmental Entities, advisableBuyer shall, to consummate the extent required by the HSR Act to, file within ten (10) days after the date hereof with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required for the transactions contemplated hereby (which shall request “early termination” of the applicable waiting period) and by any supplemental or additional information which may be requested in connection therewith pursuant to the Ancillary AgreementsHSR Act and will comply in all material respects with the requirements of the HSR Act. Buyer shall have the right to review in advance, subject to applicable Laws relating promptly deliver to the exchange Companies copies of informationall filings, correspondence and Orders to and from any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity Authority in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreementshereby. (b) Without limiting the generality of the undertakings of Buyer pursuant to Section 5.4(a6.1(a), Buyer shall, and shall cause its Affiliates (including the Investor and its “ultimate parent entity”) to use its commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Buyer agrees not to furnish Seller extend, directly or indirectly, any waiting period under the HSR Act or enter into any agreement with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary a Governmental Authority to delay or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries not to any third party and/or any Governmental Entity in connection with consummate the transactions contemplated by this Agreement except with the prior written consent of Company. Buyer will (x) promptly notify Company of any written communications to Buyer from any Governmental Authority and, subject to applicable Legal Requirements, if practicable, permit Company to review in advance any proposed written communication (other than any portions thereof that contain confidential or proprietary information of or relating to Buyer or its Affiliates or individuals associated with Buyer or its Affiliates) to any such Governmental Authority and the Ancillary Agreements. incorporate Company’s reasonable comments, (cy) Without limiting the generality of Section 5.4(a), Seller agrees not agree to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries and such other matters as may be reasonably necessary participate in any substantive meeting or advisable in connection discussion with any statement, such Governmental Authority in respect of any filing, notice investigation or application made by or on behalf of Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by inquiry concerning this Agreement and the Ancillary Agreements. transactions contemplated hereby unless it consults with Company in advance and, to the extent permitted by such Governmental Authority, gives Company the opportunity to attend (d) Seller agrees other than with respect to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment any portions of such meeting that are in respect of confidential or proprietary information of or relating to Buyer or its designeeAffiliates or individuals associated with Buyer or its Affiliates), effective as of the Closing Date, and (z) furnish Company with copies of all licenses in the name correspondence, filings and written communications (other than any portions thereof that contain confidential or proprietary information of Seller or any Seller Party for any Software relating to Buyer or Hardware that are assignable under the applicable licensing agreementits Affiliates or individuals associated with Buyer or its Affiliates) between Buyer and its Representatives on one hand, and consents of all licensors for any Software such Governmental Authority or Hardware as required under any applicable licensing agreement orits staff on the other hand, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty respect to the transactions contemplated by this Agreement. If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging as violative of any applicable Legal Requirements, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Authority that would make the transactions contemplated by this Agreement illegal or would otherwise prohibit or materially impair or delay the consummation of the transactions contemplated by this Agreement, Buyer shall use its commercially reasonable efforts to contest and resist any such action or proceeding and shall use its commercially reasonable efforts to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing or any other provision in this Agreement to the contrary, nothing herein shall require, or be deemed to require, (i) Buyer or the Company (or any of their respective Subsidiaries or Affiliates) to take any action, or propose or accept (or commit to propose or accept) any undertaking, condition, restriction, obligation or requirement with respect to Buyer, the Company, their respective Subsidiaries or Affiliates or their or their respective Subsidiaries’ or Affiliates’ assets if such action, undertaking, condition, restriction, obligation or requirement, individually or in the aggregate, (A) would reasonably be expected to require Buyer, the Company or their respective Subsidiaries or Affiliates to sell, license, transfer, assign, lease, dispose of or hold separate any business or assets, (B) would reasonably be expected to result in any limitations on Buyer, the Company or their respective Subsidiaries or Affiliates to own, retain, control, conduct or operate all or a portion of their respective businesses or assets or (C) would reasonably be expected to deprive Buyer, its Subsidiaries or Affiliates of a benefit or benefits (after taking into account the adverse effect on Buyer, its Subsidiaries and its Affiliates (including the Company and its Subsidiaries) of the action or actions proposed to be taken) of the transactions contemplated by this Agreement or (ii) Buyer, Intermediate Holdings, or Merger Sub to provide to any Person (other than as required by the HSR Act in connection with the filing of the notification and report form required for the transactions contemplated hereby with the United States Federal Trade Commission and the United States Department of Justice) any confidential or privileged information in respect of (x) the Investor, (y) Persons controlling Buyer, Intermediate Holdings or Merger Sub, or (z) any Affiliates of Buyer, Intermediate Holdings or Merger Sub, other than in the case of clauses (y) and (z), Buyer, Intermediate Holdings and Merger Sub.

Required Approvals. (a) Each party hereto The Parties shall file as promptly as practicable, but no later than twenty (20) business days following execution of this Agreement, an application of FERC under Section 203 of the Federal Power Act requesting approval for the transactions contemplated by this Agreement. Buyer and NRG acknowledge and agree that the aforementioned application with FERC with respect to the transaction contemplated by this Agreement will include an application under Section 203 of the Federal Power Act requesting approval to merge Termo Alpha into RRP after the Closing (and Seller and Dynegy hereby agrees agree not to cooperate with effectuate such merger prior to the Closing). The Parties shall use commercially reasonable efforts to secure the FERC approval for this application at the earliest possible date after the date of filing. Buyer shall have primary responsibility for the preparation and filing of the application described herein, subject to the review and approval provisions provided in Section 5.1(c) below. (b) With respect to all other party approvals and consents, Buyer shall have primary responsibility and shall use its commercially reasonable best efforts promptly to prepare and file as soon as practicable, subject to the review and approval provisions provided in Section 5.1(c) below, all necessary Filings documentation, to effect all necessary applications, notices, petitions, filings and other documents documents, and to obtain as promptly as practicable all necessary Consents consents, approvals, releases, Permits and authorizations of all third parties applicable Governmental Authorities or other Persons (including but not limited to those set forth on Schedule 4.3(a) and Governmental Entities Schedule 4.3(b)) necessary or advisable in each case necessary orconnection with the consummation of the transactions contemplated by this Agreement. Seller shall cooperate with Buyer in such process and shall make joint applications, solely notices, petitions and filings with respect to consents of Governmental Entities, advisable, to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer such matters as required. (c) Each Party shall have the right to review and approve in advanceadvance any and all necessary applications, subject to applicable Laws relating to the exchange of informationnotices, any Filing made by Seller or any Company or Company Subsidiary withpetitions, filings or other written materials submitted by Seller documents made or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity prepared in connection with the transactions contemplated by this Agreement, such approval not to be unreasonably withheld. Buyer shall, All costs and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised expenses of the status of matters relating to completion of the transactions approvals and consents contemplated by this Agreement Section 5.1 (other than costs and the Ancillary Agreements. (b) Without limiting the generality of Section 5.4(a), Buyer agrees to furnish Seller expenses associated with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as Seller’s review of the Closing Date, of all licenses in same) shall be borne solely by the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each party hereto hereby agrees to cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as As promptly as practicable after the date hereof, Company shall, and shall cause its controlled Affiliates to, use its commercially reasonable efforts to make all necessary Consents of all third parties notices and Governmental Entities filings in each case necessary orconnection with the consents, solely with respect approvals, waivers and authorizations required by any Legal Requirement to consents of Governmental Entities, advisable, be made by it or them in order to consummate the transactions contemplated hereby and hereby. From the date of this Agreement until the Closing, Company shall reasonably cooperate with Buyer: (a) with respect to all filings that Buyer is required by the Ancillary Agreements. Buyer shall have the right any Legal Requirement to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity make in connection with the transactions contemplated hereby, and (b) by this Agreement filing within ten (10) days after the date hereof with the United States Federal Trade Commission and the Ancillary Agreements. Buyer will consult with Seller about United States Department of Justice the status of any Consents notification and report form required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with for the transactions contemplated hereby (which shall request “early termination” of the applicable waiting period) and by the Ancillary Agreements (and the substance thereof, any supplemental or additional information which may reasonably be requested in connection therewith pursuant to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary AgreementsHSR Act. (b) Without limiting the generality of the undertakings of Company pursuant to Section 5.4(a), Buyer Company shall, and shall cause its controlled Affiliates to use its commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Company agrees not to furnish Seller extend, directly or indirectly, any waiting period under the HSR Act or enter into any agreement with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary a Governmental Authority to delay or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries not to any third party and/or any Governmental Entity in connection with consummate the transactions contemplated by this Agreement except with the prior written consent of Buyer. Company will (x) promptly notify Buyer of any written communications to Company from any Governmental Authority and, subject to applicable Legal Requirements, if practicable, permit Buyer to review in advance any proposed written communication to any such Governmental Authority and incorporate Buyer’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement and the Ancillary Agreementstransactions contemplated hereby unless it consults with Buyer in advance and, to the extent permitted by such Governmental Authority, gives Buyer the opportunity to attend, and (z) furnish Buyer with copies of all correspondence, filings and written communications between any of the Company Entities and their respective Representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to the transactions contemplated by this Agreement. (c) Without limiting the generality of Section 5.4(a)the foregoing, Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain Buyer in all respects in the required Consents to assignment to Buyer or its designee, effective as implementation of any of the Closing Date, measures described in Section 6.1(b) that is undertaken in order to permit consummation of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement, (including entering into agreements or taking such other actions prior to the Closing as Buyer reasonably requests to dispose of assets of the Company Entities; provided, that the Company Entities shall not be required to complete any disposition of the assets the Company Entities prior to the Closing or enter into any agreement or other arrangement for a disposition of any assets of the Company Entities that do not expressly provide that (i) the obligation to complete such disposition is subject to the prior or simultaneous occurrence of the Closing) and (ii) such arrangement or agreement is terminable at the option of the Company Entities, without penalty, if the Closing does not occur on or before the End Date or, if earlier, the date that this Agreement is terminated pursuant to its terms). Notwithstanding anything in this Section 5.4 or Section 5.5 to the contrary, in connection with seeking expiration or termination of the applicable waiting periods under the HSR Act and/or approvals pursuant to any other Legal Requirement in order to permit consummation of the transactions contemplated by this Agreement, none of the Company Entities shall take any action, agree to take any action or consent to the taking of any action with respect to selling, holding separate, licensing or otherwise disposing of assets or conducting its business in a specified manner without the prior written consent of Buyer.

Required Approvals. (a) Each party hereto hereby agrees As promptly as practicable after the date of this Agreement, Buyer will, and will cause its Representatives to, make all filings required by Law to be made by them to consummate the Contemplated Transactions, including without limitation filings under the HSR Act. Between the date of this Agreement and the Closing Date, Buyer will (a) cooperate with the other party Equity Participants and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely JJMA with respect to consents of Governmental Entities, advisable, all filings that the Equity Participants and JJMA elect to consummate the transactions contemplated hereby and make or are required by the Ancillary Agreements. Buyer shall have the right Law to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity make in connection with the transactions contemplated by this Agreement Contemplated Transactions, and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection (b) cooperate with the transactions contemplated by this Agreement. Buyer shall, Equity Participants and covenants and agrees to, promptly notify Seller of JJMA in obtaining all filings, submissions and correspondence made to or received from any Governmental Entity Consents identified in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised Schedule 3.02(f) of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary AgreementsJJMA Disclosure Schedules. (b) Without limiting The Parties acknowledge that they have previously completed and filed a notification and report form and other required documents under the generality HSR Act with respect to the Contemplated Transactions. The Parties shall use their Best Efforts to obtain early termination of Section 5.4(a)the applicable waiting period under the HSR Act. The Parties shall promptly furnish all materials reasonably required by any of the Governmental Bodies having jurisdiction over such filings, Buyer agrees and shall take all reasonable actions and shall file and use all reasonable efforts to furnish Seller have declared effective or approved all documents and notifications with true and accurate information concerning itselfany such Governmental Body, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary required under the HSR Act or advisable other federal or state antitrust laws for the consummation of the Contemplated Transactions. However, nothing contained in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller this Agreement will require Buyer or any of its Subsidiaries Affiliates to enter into any third party and/or agreement, consent decree or other commitment requiring Buyer or any of its Affiliates to (x) divest or hold separate any Assets of JJMA, Seller, Buyer or any of their Affiliates, (y) litigate, pursue or defend any Proceeding challenging any of the Contemplated Transactions as violative of any antitrust laws or (z) take any other action that would, individually or in the aggregate, have a Material Adverse Effect on Buyer. In connection with the foregoing, each Party (i) will promptly notify the other Parties in writing of any communication received by that Party or its Affiliates from any Governmental Entity Body having jurisdiction over such filings, and subject to applicable Law, provide the other parties with a copy of any such written communication (or written summary of any oral communication), and (ii) will not participate in any substantive meeting or discussion with any Governmental Body having jurisdiction over such filings concerning the Contemplated Transactions unless it consults with the other party in advance, and to the extent permitted by such Governmental Body, gives a representative of the other Parties the opportunity to attend. Each Party shall be responsible for its respective preparation costs and other expenses (including attorneys’ fees) in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection compliance with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of HSR Act; provided that all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable filing fees under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of HSR Act shall be borne by Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each party Party hereto hereby agrees to cooperate with the each other party Party and use its commercially reasonable best efforts to promptly to prepare and file all necessary Filings and other documents and to obtain as promptly as practicable the Consents set forth on Schedule 7.4 and all Consents from applicable Regulatory Authorities necessary Consents of all third parties and Governmental Entities in each case necessary or, solely with respect to consents of Governmental Entities, advisable, for it to consummate the transactions contemplated hereby and by the Ancillary Agreementshereby. Buyer Each Party shall have the right to review and comment upon in advance, and to the extent practicable each will consult the other Parties on, in each case subject to applicable Laws relating to the exchange of information, any Filing made by all the information relating to Purchaser, Seller or the Business, as the case may be, that appear in any Company or Company Subsidiary filing made with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity Regulatory Authority in connection with the transactions contemplated by in this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental EntityPurchase Documents. In exercising the foregoing rightsright, each of Buyer Purchaser, FirstBank and Seller shall act reasonably and as promptly as practicable, and in accordance with their Confidentiality Agreement. Buyer Purchaser and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Purchase Documents, including promptly furnishing the other with copies of all notices or other communications provided or received by Purchaser, FirstBank or Seller, as the case may be, to or from any third party, Governmental Authority or Regulatory Authority with respect to the transactions contemplated hereby or thereby. Without limiting the generality of Section 5.4(a)foregoing, Buyer Purchaser agrees to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection file notice with the Proxy Statement Federal Reserve within two (as defined 2) Business Days of the date this Agreement is executed under the expedited notice procedures provided in Federal Reserve Regulation Y, Section 5.23 hereof) or 225.23, and Purchaser will use all commercially reasonable best efforts to promptly seek and obtain all necessary Consents of the Federal Reserve and any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries applicable Regulatory Authority to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement hereby and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or HardwarePurchase Documents. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. Material Consents and Nonmaterial Consents Seller shall (ain cooperation with Buyer) Each party hereto hereby agrees make, or cause to cooperate with be made, all filings and procure any Consent required under the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely with respect to consents of Governmental Entities, advisable, HSR Act to consummate the transactions contemplated hereby and by Contemplated Transactions. Except for filings required under the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of HSR Act for which Buyer and Seller shall act reasonably and as promptly as practicable. Buyer be jointly responsible, Seller shall (and Seller agree that they will keep shall cause Unique Fabrications to) make all other filings required by Legal Requirements to be made either company in order to consummate the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Contemplated Transaction, including those set forth in Section 5.12. Without limiting the generality of Section 5.4(athe foregoing, Seller shall procure all possible exemption certificates for all state, county, and local sales and use Taxes related to the transfer of the Tangible Personal Property under the Contemplated Transactions under applicable laws ("Sales and Use Tax Exemptions"). Through and up to the Closing Date, Seller shall continuously update Parts 2.10(a) and 2.10(b) for all Material Consents and Nonmaterial Consents, respectively. Except for any Material Consent to be procured by Buyer agrees and Seller under the HSR Act, jointly, Seller shall (and Seller shall cause Unique Fabrications to) procure all Material Consents and Nonmaterial Consents, prior to furnish the Closing Date. Seller shall (and Seller shall cause Unique Fabrications to) cooperate with true Buyer and accurate information concerning itselfits Representatives with respect to all filings under the HSR Act and those other filings that Buyer elects to make or, its Subsidiariespursuant to Legal Requirements, directors, officers and shareholders and such other matters as may shall be reasonably necessary or advisable required to make in connection with the Proxy Statement (as defined in Contemplated Transactions. Other than fees associated with filings required under the HSR Act borne by Buyer under Section 5.23 6.1 hereof) or any , all other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity costs and fees associated with making required filings and procuring Material Consents in connection with the transactions contemplated Contemplated Transactions shall be borne by this Agreement and the Ancillary AgreementsSeller. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each party hereto The Seller agrees to use commercially reasonable efforts to obtain the Required Approvals. Buyer hereby agrees to cooperate with the other party and use its Seller in all reasonable best respects in connection with Seller’s efforts promptly to prepare and file all necessary Filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary orthe Required Approvals. (b) In connection with obtaining any Required Approval, solely with respect to consents of Governmental Entities, advisable, to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating notwithstanding anything to the exchange contrary in this Agreement, without the prior written consent of informationthe Buyer, the Seller shall not, and shall not permit any Filing made by Target Group Company or any Affiliate of the Seller or any Person under the Seller’s, Seller’s Affiliate’s or Target Group Company’s authority to, request, cause or approve any Target Group Company to, pay any fee, make any commitment or Company Subsidiary withincur any Liability or other obligation, accelerate any obligation or defer any right (including making any prepayment of any loan or other obligation), or other written materials submitted by Seller enter into, modify or terminate any Contract to, in favor of or with any Consent Party or any Company of its Affiliates or Company Subsidiary toRepresentatives. The Seller shall bear any consent fees or other costs or expenses in connection with such Consent Party’s executing a consent, any third party waiver or Governmental Entity other action required to be obtained or taken in connection with the transactions contemplated hereby. (c) All reasonable and documented legal and administrative fees and expenses and other similar costs and expenses that may be incurred by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity Target Group Company in connection with the transactions contemplated obtaining any Required Approvals and that are approved by this Agreement. Buyer shall(which approval shall not unreasonably conditioned, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to withheld or received from any Governmental Entity in connection with the transactions contemplated hereby and delayed) shall be borne by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreementssuch Target Group Company. (bd) Without limiting the generality of this Section 5.4(a)5.1, the Seller Shareholder shall provide copies to the Buyer agrees of all consents, waivers and similar documentation to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable provided to any Consent Party in connection with obtaining any Required Approvals prior to submitting such documentation to such Consent Party and shall not provide any written requests for consent or waiver unless the Proxy Statement (form of such consent is in form and substance reasonably satisfactory to the Buyer. The Seller Shareholder shall as defined in Section 5.23 hereof) or promptly as reasonably practicable inform the Buyer of any other statement, filing, notice or application made by or on behalf of Seller or material communication with any of its Subsidiaries to any third party and/or any Governmental Entity Consent Party in connection with obtaining the transactions contemplated by this Agreement Required Approvals and permit the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees Buyer to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries and such other matters as may be reasonably necessary or advisable participate in connection negotiations with any statementsuch Consent Party. All executed consents, filing, notice or application made by or on behalf of Buyer waivers and other actions from any Consent Party pursuant to any third party and/or any Governmental Entity Required Approvals shall not satisfy the closing condition with respect to such Required Approval unless such consents, waivers and other actions are in connection with the transactions contemplated by this Agreement form and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form substance reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this AgreementBuyer.

Required Approvals. (a) Each party Party hereto hereby agrees to fully cooperate with the each other party Party and use its commercially reasonable best efforts to promptly to prepare and file all necessary Filings filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties Third Parties and Governmental Entities Regulatory Authorities necessary or advisable for it to consummate the transactions contemplated by the Purchase Documents; provided, however, that Purchaser shall not be required to consummate the transactions contemplated by the Purchase Documents if, in each case necessary orthe reasonable good faith judgment of Purchaser, solely any conditions or restrictions imposed by any Third Party or Regulatory Authority in connection with respect any such Consent materially impair (or could reasonably be expected to consents materially impair) the ability of Governmental Entities, advisable, Purchaser to consummate the transactions contemplated hereby and by or thereby or could reasonably be expected to result in a Material Adverse Effect on Company or the Ancillary AgreementsBusiness following the Closing. Buyer Each Party shall have the right to review and comment upon in advance, and to the extent practicable each will consult the other Parties on, in each case subject to applicable Laws relating to the exchange of information, any Filing made by all the information relating to Purchaser, Seller or Company, as the case may be, that appears in any Company or Company Subsidiary filing made with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party Third Party or Governmental Entity Regulatory Authority in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental EntityPurchase Documents. In exercising the foregoing rightsright, each of Buyer Purchaser and Seller shall act reasonably and as promptly as practicable. Buyer Purchaser, Seller and Seller Company agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting Purchase Documents, including, subject to applicable Laws relating to the generality exchange of Section 5.4(a)information, Buyer agrees to furnish Seller promptly furnishing the other with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, copies of notice or application made other communications received by or on behalf of Purchaser, Seller or Company, as the case may be, from any of its Subsidiaries to any third party and/or any Governmental Entity in connection Third Party or Regulatory Authority with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent respect to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 hereby or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreementthereby.

Required Approvals. (a) Each party hereto hereby agrees to cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as As promptly as practicable after the date of this Agreement, the Sellers will give all necessary Consents of notices, make all third parties filings, and obtain all Consents, authorizations, permits and approvals required by Law to be made or obtained by it with or from a Third Party or Governmental Entities Body in each case necessary or, solely order to consummate the Acquisition and the Contemplated Transactions. The Sellers also will cooperate with Buyer and its Representatives with respect to consents of Governmental Entitiesall filings that Buyer elects to make or, advisablepursuant to Law, will be required to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity make in connection with the transactions contemplated by this Agreement Acquisition and the Ancillary AgreementsContemplated Transactions. Buyer The Sellers will consult with Seller about also use their Best Efforts in obtaining all Required Consents; provided that the status of any Consents Parties agree that no Consent required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify assignment of a Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they Contract will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreementsbe a Required Consent. (b) Without limiting As soon as reasonably practicable after the generality of Section 5.4(a)date hereof, Buyer agrees to furnish Seller with true the Parties shall file the Notification and accurate information concerning itself, its Subsidiaries, directors, officers Report Forms and shareholders and such other matters as related materials that may be reasonably necessary required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act and any other filings required under applicable antitrust or advisable merger control Laws (the “HSR Filings”) and shall provide to any Governmental Body whose consent, authorization, order or approval is required in connection with the Proxy Statement (as defined in Section 5.23 hereof) Acquisition and the Contemplated Transactions any additional information required under any applicable antitrust or merger control Laws or otherwise properly requested. Fees for the HSR Filings shall be borne 50% by Sellers and 50% by Buyer; provided, however, that each Party shall bear its own legal fees and any other statement, filing, notice costs or application made by or on behalf fees incurred in the preparation of Seller or any the HSR Filings and responses in respect of its Subsidiaries such HSR Filings. The Parties shall use their Best Efforts to any third party and/or any Governmental Entity in connection with obtain an early termination of the transactions contemplated by this Agreement and applicable waiting period under the Ancillary AgreementsXxxx-Xxxxx-Xxxxxx Act. (c) Without limiting the generality of Section 5.4(a), Seller agrees Subject to furnish Buyer with true and accurate information concerning itselfany applicable Law, the Companies Parties and their respective counsel shall: (i) to the Company Subsidiaries and such extent practicable, each consult the other matters as may on any filing made with, or written materials to be reasonably necessary or advisable in connection with any statementsubmitted to, filing, notice or application made by or on behalf of Buyer to any third party and/or any Governmental Entity Body in connection with the transactions contemplated by this Agreement Acquisition and the Ancillary AgreementsContemplated Transactions; (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, any Governmental Body in connection with the Contemplated Transactions; (iii) consult with the other Party and consider in good faith the views of the other Party prior to entering into any agreement with any Governmental Body with respect to the Acquisition and the Contemplated Transactions; and (iv) promptly inform each other of all correspondence, filings and written communications between them or their subsidiaries or Affiliates, on the one hand, and any Governmental Body or its respective staff, on the other hand, with respect to the Acquisition and the Contemplated Transactions. The Parties shall, to the extent practicable, provide each other and their respective counsel with advance notice of and the opportunity to participate in any in-person discussion or meeting with any Governmental Body in respect of any filing, investigation or other inquiry in connection with the Acquisition and the Contemplated Transactions and to participate in the preparation for such discussion or meeting, subject to any restrictions on such participation by any applicable Governmental Body. (d) Seller agrees Notwithstanding the foregoing, nothing in this Section 7.5 shall require, or be construed to use require, Parent or any of its reasonable best efforts toAffiliates to agree to (i) sell, and Buyer shall reasonably cooperate with Seller tohold, obtain the required Consents to assignment to Buyer divest, discontinue or its designeelimit, effective as of before or after the Closing Date, any assets, businesses or interests of all licenses in the name of Seller Parent or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attestingAffiliates; and (ii) Buyer shall reimburse Seller for 50 percent any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to materially and adversely impact the economic or business benefits to Parent of the aggregate amount Acquisition or the Contemplated Transactions; or (iii) any material modification or waiver of any payments to counterparties the terms and conditions of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each party hereto hereby agrees to cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as As promptly as practicable after the date of this Agreement, the Owners will, and will cause the Companies to, and the Companies will, make all necessary Consents of all third parties and Governmental Entities filings required by Legal Requirements to be made by them in each case necessary or, solely with respect to consents of Governmental Entities, advisable, order to consummate the transactions contemplated hereby Subject Transactions, including, without limitation, the filing, if any, required under the HSR Act. Between the date of this Agreement and by the Ancillary Agreements. Buyer shall have Closing Date, the right to review in advanceOwners will, subject to applicable Laws relating to and will cause the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary Companies to, any third party and the Companies will, (a) cooperate with Purchaser, Doctor and Lynn xxxh respect to all filings that Purchaser, Doctor or Governmental Entity Lynn xxxcts to make or is required by Legal Requirements to make in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shallSubject Transactions, and covenants (b) cooperate with Purchaser, Doctor and agrees toLynn xx obtaining all consents identified in SCHEDULES 3.11(a), promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements3.11(b) AND 3.23. (b) Without limiting As promptly as practicable after the generality date of Section 5.4(a)this Agreement, Buyer agrees Purchaser will make all filings required by Legal Requirements to furnish Seller be made by it in order to consummate the Subject Transactions, including, without limitation, the filing, if any, required under the HSR Act.. Between the date of this Agreement and the Closing Date, Purchaser shall (a) cooperate with true the Owners and accurate information concerning itself, its Subsidiaries, directors, officers the Companies with respect to all filings that the Owners and shareholders and such other matters as may be reasonably necessary the Companies elect to make or advisable are required by Legal Requirements to make in connection with the Proxy Statement Subject Transactions, and (as defined in Section 5.23 hereofb) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection cooperate with the transactions contemplated by this Agreement Owners and the Ancillary AgreementsCompanies in obtaining all consents identified in SCHEDULES 3.11(a), 3.11(b) AND 3.23. (c) Without limiting As promptly as practicable after the generality date of Section 5.4(a)this Agreement, Seller agrees Doctor and Lynn xxxl make all filings required by Legal Requirements to furnish Buyer with true and accurate information concerning itselfbe made by it in order to consummate the Subject Transactions, including, without limitation, the Companies filing, if any, required under the HSR Act.. Between the date of this Agreement and the Company Subsidiaries Closing Date, Doctor and such other matters as may be reasonably necessary Lynn xxxll (a) cooperate with Purchaser, the Owners and the Companies with respect to all filings that Purchaser, the Owners or advisable in connection with any statement, filing, notice the Companies elect to make or application made are required by or on behalf of Buyer Legal Requirements to any third party and/or any Governmental Entity make in connection with the transactions contemplated by this Agreement Subject Transactions, and (b) cooperate with the Owners and the Ancillary AgreementsCompanies in obtaining all consents identified in SCHEDULES 3.11(a), 3.11(b) AND 3.23. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each party hereto hereby agrees to cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as As promptly as practicable after the date of this Agreement, Buyer and Seller shall, and Seller shall cause the Companies to, make all necessary Consents filings required by Legal Requirements to be made by them in order to consummate the Contemplated Transactions. Between the date of all third parties this Agreement and Governmental Entities in the Closing Date, Buyer and Seller shall, and Seller shall cause the Companies to, cooperate with each case necessary or, solely other with respect to consents of Governmental Entities, advisable, all filings that the other elects to consummate the transactions contemplated hereby and make or is required by the Ancillary Agreements. Buyer shall have the right Legal Requirements to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity make in connection with the transactions contemplated Contemplated Transactions. Without limiting the generality of the foregoing, Seller and Buyer shall promptly make and effect all registrations, filings and submissions required to be made or effected by them pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and other applicable Legal Requirements with respect to this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (other Transaction Documents and the substance thereof, to Contemplated Transactions. Each of Seller and Buyer shall bear one-half of the extent relating to cost of such filing. Without limiting the transactions contemplated hereby and by generality of the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rightsforegoing, each of Buyer and Seller shall act reasonably and as (a) promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated provide all information requested by any Governmental Body in connection with this Agreement and the Ancillary Agreements. other Transaction Documents and the Contemplated Transactions, and (b) promptly take all actions and steps necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Antitrust Division of the Department of Justice, any state attorney general, any foreign competition authority or any other governmental entity in connection with the Contemplated Transactions. The actions required to be taken by Buyer and Seller pursuant to this Section in order to obtain required antitrust clearances will include using reasonable efforts to avoid or set aside any preliminary or permanent injunction or other Order but do not include making arrangements for the disposition of particular assets and making arrangements to hold such assets separate pending their disposition. Without limiting the generality of Section 5.4(a)the foregoing, Buyer agrees each party hereto shall (a) give the other party prompt notice of the commencement of any Proceeding by or before any Governmental Body with respect to furnish Seller with true this Agreement or the other Transaction Documents or any of the Contemplated Transactions, (b) keep the other party informed as to the status of any such Proceeding, and accurate information concerning itself(c) promptly inform the other party of any communication to or from the Federal Trade Commission, its Subsidiariesthe Antitrust Division of the Department of Justice, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by Body regarding this Agreement and or the Ancillary AgreementsContemplated Transaction. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each party hereto hereby agrees As promptly as practicable after the date of this Agreement, Buyer and Sellers shall (i) use commercially reasonable efforts to cooperate with the other party and use its reasonable best efforts promptly make or cause to prepare and file be made all necessary Filings and other documents and filings required by Legal Requirements to obtain be made by them or by any of their respective Affiliates, as promptly as practicable all necessary Consents and, in any event, within five (5) Business Days after the date hereof in the case of any filings required under the HSR Act and within ten (10) Business Days in the case of all third other filings required by other Antitrust Laws; (ii) comply, to the extent practicable, at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective subsidiaries from Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division") or any other Governmental Body in respect of such filings or the Contemplated Transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by Legal Requirements, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Entities in each case necessary or, solely Body under any Antitrust Laws with respect to consents of Governmental Entities, advisable, to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller such filing or any Company or Company Subsidiary with, Contemplated Transaction. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other written materials submitted by Seller or filing to be made pursuant to any Company or Company Subsidiary to, any third party or Governmental Entity applicable Legal Requirement in connection with the transactions contemplated by this Agreement and Contemplated Transactions. Each such party shall promptly inform the Ancillary Agreements. Buyer will consult with Seller about the status other parties hereto of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shalloral communication with, and covenants and agrees toprovide copies of written communications with, promptly notify Seller any Governmental Body regarding any such filings or any Contemplated Transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of all any such filings, submissions and correspondence made to investigation, or received from any Governmental Entity in connection with other inquiry without giving the transactions contemplated hereby and by other parties hereto prior notice of the Ancillary Agreements (and the substance thereofmeeting and, to the extent relating permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Legal Requirements, the transactions contemplated hereby parties hereto will consult and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity 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 hereto related to proceedings under the transactions contemplated hereby HSR Act or other Antitrust Laws. Sellers and Buyer may, as each deems advisable and necessary in good faith, reasonably designate any competitively sensitive material provided to the other under this Section 6.4 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the Ancillary Agreementsrecipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Buyer, as the case may be). (b) Each of Buyer and Sellers shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the Contemplated Transactions under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and all any other material filingsUnited States federal or state or foreign statutes, submissions and correspondence made rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or received from any Governmental Entityregulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the "Antitrust Laws"). In exercising the foregoing rightsconnection therewith, if any Proceeding is instituted (or threatened to be instituted) challenging any Contemplated Transaction is in violation of any Antitrust Law, each of Buyer and Seller Sellers shall act reasonably cooperate and use their commercially reasonable efforts, at Buyer's cost and expense, to contest and resist any such 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 the Contemplated Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Buyer and Sellers decide that litigation is not in their respective best interests. Each of Buyer and Sellers shall use their commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Contemplated Transactions as promptly as practicablepossible after the execution of this Agreement. In connection with and without limiting the foregoing, each of Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the generality of Section 5.4(a), Buyer Sellers agrees to furnish Seller with true use its commercially reasonable efforts to take promptly any and accurate information concerning itself, its Subsidiaries, directors, officers all steps necessary to avoid or eliminate each and shareholders and such other matters as every impediment under any Antitrust Laws that may be reasonably necessary asserted by any federal, state and local and non-United States antitrust or advisable in connection with competition authority, so as to enable the Proxy Statement (parties to close the Contemplated Transactions as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreementsexpeditiously as possible. (c) Without limiting the generality of Section 5.4(a)Sellers shall cooperate with Buyer and its Representatives with respect to all filings that Buyer elects to make or, Seller agrees pursuant to furnish Buyer with true and accurate information concerning itselfLegal Requirements, the Companies and the Company Subsidiaries and such other matters as may shall be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Buyer required to any third party and/or any Governmental Entity make in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Contemplated Transactions. Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses be responsible for Sellers' filing fees (but not professional fees incurred by Sellers) in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently connection with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this AgreementHSR Act.

Required Approvals. As promptly as practicable after the date of this Agreement, Seller will, and will cause each Acquired Company to, make all filings that they are required by Law to make and use Best Efforts to obtain all other consents and approvals required to consummate the Contemplated Transactions, including any filings identified in Seller’s Disclosure Schedule as an exception to Sections 3.2(b), 3.2(c) or 3.2(d). Between the date of this Agreement and the Closing Date, Seller will, and will cause each Acquired Company and the KES Business to use Best Efforts to (a) Each party hereto hereby agrees to cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely Buyer with respect to consents all filings that Buyer elects to make or that Buyer is required by Law to make in connection with the Contemplated Transactions, and (b) cooperate with Buyer in obtaining any Governmental Authorizations and Consents identified in Buyer’s Disclosure Schedule as an exception to Section 4.2(b). NOTIFICATION Between the date of Governmental Entitiesthis Agreement and the Closing Date, advisableSeller will promptly notify Buyer in writing if any Acquired Company, the KES Business or Seller becomes aware of (i) any fact or condition that causes or constitutes a breach of any of Seller’s representations and warranties as of the date of this Agreement, or (ii) the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence or discovery of such fact or condition (collectively, a “Notification Event”). Should any such fact or condition require any change in Seller’s Disclosure Schedule, Seller will promptly deliver to Buyer a supplement to Seller’s Disclosure Schedule specifying such change. Subject to 5.2(b) and 5.2(c), such delivery will not affect any rights of Buyer under Section 9.2 and Article 10. During the same period, Seller will promptly notify Buyer of the occurrence of any breach of any covenant of Seller in this Article or of the occurrence of any event that may make the satisfaction of the conditions in Article 7 impossible or unlikely. Notwithstanding the foregoing, between the date of this Agreement and the Closing Date, Seller may notify Buyer in writing that in Seller’s reasonable estimation a Notification Event will result in Liabilities individually or in the aggregate in excess of $250,000 (the “Termination Right Threshold”). Buyer will have ten (10) business days after receiving such notification to terminate this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event of a termination by Buyer under the circumstances described in this Section 5.5(b), neither the Seller, the Parent nor any of the Acquired Companies shall have any further Liability to Buyer. Unless the Buyer terminates this Agreement within the aforementioned period, notification under this Section 5.5(b) will be deemed to have amended the Seller’s Disclosure Schedule, to consummate have qualified the transactions contemplated hereby representations and warranties contained herein, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder. Between the date of this Agreement and the Closing Date, if in Seller’s reasonable estimation a Notification Event has occurred under Section 3.21 that will result in Liabilities that are individually or in the aggregate in excess of the Termination Right Threshold, then Seller shall so notify Buyer under Section 5.5(b). In addition, Seller will have 10 business days after Buyer’s receipt of such notification to terminate this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event of a termination by Seller under the Ancillary Agreementscircumstances described in this Section 5.5(c), Seller shall have no further Liability to Buyer, Parent or any of the Acquired Companies. PAYMENT OF INDEBTEDNESS BY RELATED PERSONS Except as expressly provided in this Agreement or Seller’s Disclosure Schedule, Seller will cause all net indebtedness owed to the Acquired Companies by either Seller or any Related Person of Seller to be paid in full before the Closing Date. NO NEGOTIATION Seller will immediately discontinue any negotiations or discussions with any Person (other than Buyer) relating to any business combination transaction involving any Acquired Company, including the sale of any of the shares of any Acquired Company, any merger or consolidation, or the sale of any of the assets of any Acquired Company (other than in the Ordinary Course of Business). Until such time, if any, as this Agreement is terminated pursuant to Article 9, Seller will not, and will cause each Acquired Company and each of their Representatives not to, directly or indirectly, solicit, initiate, encourage or entertain any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any inquiries or proposals from, any Person (other than Buyer) relating to any such transaction involving any Acquired Company or the KES Business. Seller will immediately notify Buyer shall regarding any contact between Seller, an Acquired Company or their respective Representatives and any other Person regarding any such transaction or any related inquiry. BEST EFFORTS Seller will use its Best Efforts to cause the conditions in Article 7 and Section 8.3 to be satisfied. Notwithstanding anything to the contrary in this Agreement, to the extent Seller uses its Best Efforts, but fails to obtain a Consent, agreement, release or other instrument from or of a Governmental Authority or third Person, such failure will not be deemed a breach of this covenant or this Agreement and Seller will have no liability under this Agreement, for indemnification or otherwise; provided, however, Buyer will continue to have the right to review terminate this Agreement pursuant to Article 9 for such failure. INTERIM FINANCIAL STATEMENTS Until the Closing Date, Seller will deliver to Buyer within 21 days after the end of each month a copy of the unaudited consolidated balance sheet of the Acquired Companies. prepared in advancea manner and containing information consistent with the Acquired Companies’ current practices and certified by each Acquired Company’s chief financial officer as to compliance with Section 3.4. TAX BENEFITS Seller will use its Best Efforts to ensure that SSPS will be able to take advantage of all tax benefits in the PRC currently enjoyed by KES and all tax benefits that SSPS is entitled to under PRC law and policy. COVENANTS OF BUYER BEFORE CLOSING REQUIRED APPROVALS As promptly as practicable after the date of this Agreement, subject Buyer will make all filings that it is required by Law to applicable Laws relating make to consummate the exchange Contemplated Transactions, including any filings identified in Buyer’s Disclosure Schedule as an exception to Section 4.2(b). Between the date of informationthis Agreement and the Closing Date, any Filing made Buyer will (a) cooperate with Seller with respect to all filings Seller elects to make or that they are required by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity Law to make in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shallContemplated Transactions, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting cooperate with Seller in obtaining any Governmental Authorizations and Consents identified in Seller’s Disclosure Schedule as an exception to Section 3.2(b); provided, however, that this Section will not require Buyer to dispose of or make any change in any portion of its business or to incur any other unreasonable burden. BEST EFFORTS Except as set forth in the generality of proviso to Section 5.4(a)6.1, Buyer agrees will use its Best Efforts to furnish Seller with true cause the conditions in Section 7.3 and accurate information concerning itselfArticle 8 to be satisfied. ADDITIONAL COVENANTS Buyer will obtain at its sole cost and expense: an updated Title Policy (or Title Policies); an updated Survey (or Surveys); an updated ALTA Statement, its Subsidiaries, directors, officers and shareholders and such other matters documents, instruments, certificates, and confirmations as may be reasonably necessary or advisable required by the Title Insurer to issue the Title Policy in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish form required herein; Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, will obtain the required Consents to assignment to Buyer or its designee, effective as a Phase II Environmental Investigation of the Closing Dateproperty in Niles, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreementIllinois, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request identified on Schedule 6.3(b) of Buyer’s Disclosure Schedule (the “Partial Phase II Investigation”) at Seller’s sole cost and expense, new licensing agreements or leases for any Software or Hardwarenot to exceed $50,000. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each party hereto hereby agrees to cooperate with As promptly as practicable after the other party and date of this Agreement, the Seller Parties shall use its their reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely with respect to consents of Governmental Entities, advisable, to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and as set forth in Section 2.2(c) of the Company Disclosure Schedule. (b) As promptly as practicable after the date of this Agreement, the Seller Parties shall make all filings required by the Ancillary Agreements (and the substance thereof, Legal Requirements to the extent relating be made by them in order to consummate the transactions contemplated hereby hereby. The Seller Parties also shall reasonably cooperate with HealthStream and by the Ancillary Agreements). Prior its representatives with respect to the Closingall filings that HealthStream elects to make, Seller shallor pursuant to Legal Requirements is required to make, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby hereby. In furtherance thereof, the Seller Parties shall cooperate with HealthStream and by shall use reasonable best efforts to file required Notification and Report Forms under the Ancillary AgreementsHSR Act with the Federal Trade Commission (the “FTC”) and the Department of Justice (“DOJ”) as promptly as practicable following the date of this Agreement (but in no event later than two (2) Business Days from and after the date hereof), shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act, and shall respond as promptly as practicable to all requests or inquiries received from the FTC or DOJ for additional documentation or information. Except for the filing fee under the HSR Act (which shall be borne by HealthStream), the Company shall bear its own costs for filing and other material fees payable to Governmental Authorities. (c) As promptly as practicable after the date of this Agreement, HealthStream shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the transactions contemplated hereby. HealthStream also shall reasonably cooperate with the Seller Parties and their representatives with respect to all filings the Seller Parties elect to make or are required by Legal Requirements to make. In furtherance thereof, HealthStream shall cooperate with Seller Parties and shall use reasonable best efforts to file required Notification and Report Forms under the HSR Act with the FTC and DOJ as promptly as practicable following the date of this Agreement (but in no event later than two (2) Business Days from and after the date hereof), shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act, and shall respond as promptly as practicable to all requests or inquiries received from the FTC or DOJ for additional documentation or information. HealthStream shall bear its own costs for filing and other fees payable to Governmental Authorities; provided, however, that HealthStream shall pay 100% of the filing fee under the HSR Act. (d) The Company and HealthStream shall jointly agree upon the form of any pre-Closing consents, notices or announcements to Governmental Authorities (to the extent permitted by Legal Requirements). HealthStream and the Company shall promptly inform each other of any oral communication with, and, to the extent permitted by Legal Requirements, provide copies of all written communications with, any Governmental Authority regarding any such filing or notification or the transactions contemplated hereby. Neither HealthStream nor the Company shall independently participate in any formal meeting with any Governmental Authority in respect of any filings, submissions investigation or other inquiry without giving the other parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and correspondence made participate. (e) HealthStream shall take any and all commercially reasonable actions necessary to or received obtain any necessary approval from any Governmental Entity. In exercising Authority responsible for merger control, antitrust or competition Legal Requirement or to prevent the foregoing rightsinitiation of any lawsuit under any merger control, each antitrust or competition Legal Requirement or to prevent the entry of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree any Order that they will keep would otherwise make the other apprised of the status of matters relating to completion consummation of the transactions contemplated by this Agreement and unlawful; provided, however, that, notwithstanding the Ancillary Agreements. (b) Without limiting foregoing or anything contained herein to the generality of Section 5.4(a)contrary, Buyer agrees to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller no event shall HealthStream or any of its Subsidiaries Affiliates be required to any third party and/or any Governmental Entity in connection with the transactions contemplated propose, negotiate, commit to or effect (by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a)consent decree, Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries and such other matters as may be reasonably necessary hold separate order or advisable in connection with any statement, filing, notice or application made by or on behalf of Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): otherwise): (i) Seller agrees to use its reasonable best efforts to obtain any sale, divesture, transfer, disposition or holding separate (through the waiver establishment of a trust or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Sellerotherwise) of any assets, Wachovia Bank, N.A., The Bank properties or businesses of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller'sHealthStream, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attestingor their respective Affiliates; and (ii) Buyer shall reimburse Seller for 50 percent any termination, modification or extension of existing relationships or contractual rights or obligations of HealthStream, the Company or their respective Affiliates; (iii) any change or modification of any course of conduct, or otherwise make any commitment (to any Governmental Authority or otherwise), regarding future operations or business of HealthStream, the Company or their respective Affiliates, or (iv) any other change or restructuring with respect to HealthStream, the Company or their respective Affiliates. Notwithstanding anything contained herein to the contrary, the parties acknowledge and agree that all obligations of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty parties with respect to the transactions contemplated by HSR Act or any other merger control, antitrust or competition Legal Requirements are set forth in this AgreementSection 4.3.

Required Approvals. (a) Each party hereto hereby agrees Buyers shall file or cause to cooperate be filed with appropriate Governmental Bodies any notifications required to be filed under applicable laws and regulations, including the other party and HSR Act, with respect to the Contemplated Transactions. Buyers shall use its reasonable best efforts promptly their Best Efforts to prepare and file all necessary Filings and other documents and to obtain make such filings as promptly as practicable all necessary Consents of all third parties following the date hereof. Buyers shall respond to any request for additional information made by any such Governmental Bodies and Governmental Entities in each case necessary oruse their Best Efforts to cause the waiting period under applicable laws and regulations, solely with respect to consents of Governmental Entities, advisableincluding the HSR Act, to consummate terminate or expire at the transactions contemplated hereby earliest possible date and to resist in good faith (including the institution or defense of legal proceedings), any assertion that the Contemplated Transactions constitute a violation of the antitrust laws, all to the end of expediting consummation of the Contemplated Transactions. Each of Buyers, on the one hand, and the Seller Group, on the other, shall consult with the other prior to any meetings that relate to assertions by such Governmental Bodies that the Ancillary Agreements. Buyer Contemplated Transactions have an anticompetitive effect, by telephone or in person, with the staff of the applicable Governmental Bodies, and each of Buyers and the Seller Group shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereofright, to the extent relating to the transactions contemplated hereby and permitted by the Ancillary Agreements)applicable Governmental Bodies, to have Representatives present at any such meeting. Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection Buyers also shall cooperate with the transactions contemplated hereby Seller Group and by the Ancillary Agreements, and its Representatives in obtaining all other material filingsTier 3 Consents. Buyers shall not take, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rightscause or allow Xxxxxxx Homes, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the generality of Section 5.4(a), Buyer agrees to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller Inc. or any of its Subsidiaries to take, any third party and/or action, including the acquisition of any business, voting securities (or other ownership interests) or assets, which could reasonably be expected to materially delay or prevent any consents, approvals or actions of any Governmental Entity Bodies (including under the HSR Act) with respect to the Contemplated Transactions. For avoidance of doubt, Buyers’ obligation to use their Best Efforts as set forth in connection with this Section 6.1 shall not obligate Buyers or their Affiliates (i) to take or consent or agree to any actions that would result in a material adverse change in the transactions contemplated by benefits to Buyers of this Agreement and the Ancillary Agreements. (c) Without limiting Contemplated Transactions or in the generality failure of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Dateconditions set forth in Article VII or VIII, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent to dispose of the aggregate amount of or make any payments change to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreementtheir business, expend any material funds or incur any other material burden.

Required Approvals. (a) Each party hereto hereby agrees Subject to the terms of this Agreement, each of the Company and the Parent shall use its commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of all Governmental Bodies and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and shall cooperate fully with the other party and use its reasonable best efforts in promptly to prepare and file all necessary Filings and other documents and seeking to obtain as promptly as practicable all necessary Consents such authorizations, consents, orders and approvals. (b) The parties hereto acknowledge that each of all third parties the Company and Governmental Entities in each case necessary orthe Parent has filed with the United States Federal Trade Commission and the United States Department of Justice, solely with respect to consents of Governmental Entities, advisable, to consummate the transactions contemplated hereby notification and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with report forms required for the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents supplemental information required to be obtained by Buyer from any third party or Governmental Entity in connection with such notification and report form pursuant to the transactions contemplated by this AgreementHSR Act. (c) The Company and Parent shall furnish to each other’s counsel such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Buyer Each of the parties hereto shall, subject to applicable Legal Requirements, permit counsel for the other party to review in advance, and covenants and agrees toconsider in good faith the views of the other party in connection with, promptly notify Seller of all filings, submissions and correspondence made any proposed written communication to or received from any Governmental Entity Body in connection with the transactions contemplated hereby and other than those communications that are subject to attorney-client privilege. Except as otherwise required by Legal Requirements, the Ancillary Agreements (and the substance thereofparties hereto agree not to participate, or to the extent relating permit their Subsidiaries or Representatives to the transactions contemplated hereby and participate, in any substantive meeting or discussion, either in person or by the Ancillary Agreements). Prior to the Closingtelephone, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from with any Governmental Entity Body in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep unless such party consults with the other apprised party in advance and, to the extent not prohibited by such Governmental Body, gives the other party the opportunity to attend and participate. Each of the status of matters relating parties hereto shall promptly furnish to completion of the transactions contemplated by this Agreement other such necessary information and reasonable assistance as the Ancillary Agreements. (b) Without limiting the generality of Section 5.4(a), Buyer agrees to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as party may be reasonably necessary or advisable request in connection with the Proxy Statement (as defined in Section 5.23 hereof) foregoing. Neither the Company nor the Parent shall extend any waiting period or comparable period under the HSR Act or enter into any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or agreement with any Governmental Entity in connection with Body not to consummate the transactions contemplated by hereby, except with the prior written consent of the other parties hereto or otherwise set forth herein. Subject to the terms of this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itselfAgreement, the Companies parties hereto shall use their respective commercially reasonable efforts and take all necessary action to obtain the Company Subsidiaries and such other matters as may be reasonably necessary termination or advisable in connection with any statement, filing, notice or application made by or on behalf expiration of Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and initial thirty (30) day waiting period under the Ancillary AgreementsHSR Act. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses Notwithstanding anything in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent this Agreement to the transactions contemplated by this Agreement contrary, in no event shall the Company or the Parent be required to directly or indirectly (a) comply with a Second Request for Additional Information and the Ancillary Agreements required Documentary Material issued pursuant to the Credit Agreement among SellerHSR Act; (b) participate in any claim, Wachovia Bankaction, N.A.suit, The Bank of New York and First Union National Bank, dated as of May 1, 1998 investigation or other proceeding by any Governmental Body or other Person commenced (or threatened to cause all be commenced) which questions the validity or legality of the Seller'sMerger or any of the other transactions contemplated hereby or seeks damages in connection therewith; or (c) propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, alter their businesses or commercial practices in any way or take any other action that, in the Companies' and reasonable judgment of the Company Subsidiaries' obligations thereunder or the Parent, could be expected to be satisfied concurrently with limit the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent right of the aggregate amount Company or the Parent or any of its Affiliates to own, operate or retain all or any payments to counterparties portion of Contracts when such payments are necessary to obtain their respective businesses or assets or otherwise receive the Consent full benefits of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each party hereto hereby agrees Seller Entity shall call and hold a meeting of its members and Trust Actors, as applicable, or solicit the written consent of its members and Trust Actors, as applicable, for the purpose of voting upon the approval of this Agreement, and each Seller Entity shall use all reasonable efforts to cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to hold such meeting or obtain such written consent as promptly soon as practicable after the date hereof, but in any event within thirty (30) days of the date of this Agreement. Each Seller Entity shall use all necessary Consents reasonable efforts to solicit and obtain from its members and Trust Actors, as applicable, proxies (or written consents) in favor of all third parties and Governmental Entities in each case necessary or, solely with respect to consents the approval of Governmental Entities, advisable, to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement and shall take all other commercially reasonable action necessary or advisable to secure the Ancillary Agreements. Buyer will consult with Seller about the status vote or consent of any Consents its members and Trust Actors, as applicable, required to be obtained by Buyer from any third party or Governmental obtain such approval in accordance with Section 4.23 hereof. Each Seller Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and shall take all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the generality of Section 5.4(a), Buyer agrees to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be action reasonably necessary or advisable in connection with the Proxy Statement (to promptly and expeditiously secure any vote or consent of members or Trust Actors, as defined in Section 5.23 hereof) or any other statementapplicable, filing, notice or application made required by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement applicable law and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), applicable Seller agrees Charter Documents to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to effect the transactions contemplated by this Agreement. (b) Neither the managers of any Seller Entity nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of such managers of any Seller Entity that the members of any Seller Entity vote in favor of and adopt and approve this Agreement. (c) Each of Parent and Buyer shall call and hold a meeting of its stockholders or solicit the written consent of its stockholders for the purpose of voting upon the approval of this Agreement, and each of Parent and Buyer shall use all reasonable efforts to hold such meeting or obtain such written consent as soon as practicable after the date hereof, but in any event within thirty (30) days of the date of this Agreement. Each of Parent and Buyer shall use all reasonable efforts to solicit and obtain from its stockholders proxies (or written consents) in favor of the approval of this Agreement and shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of stockholders required to obtain such approval. Each of Parent and Buyer shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable law and the Purchaser Charter Documents to effect the transactions contemplated by this Agreement.

Required Approvals. (a) Each party hereto hereby agrees to cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as As promptly as practicable after the date of this Agreement, the Sellers will give all necessary Consents of notices, make all third parties filings, and obtain all Consents, authorizations, permits and approvals required by Law to be made or obtained by it with or from a Third Party or Governmental Entities Body in each case necessary or, solely order to consummate the Acquisition and the Contemplated Transactions. The Sellers also will cooperate with Buyer and its Representatives with respect to consents of Governmental Entitiesall filings that Buyer elects to make or, advisablepursuant to Law, will be required to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity make in connection with the transactions contemplated by this Agreement Acquisition and the Ancillary AgreementsContemplated Transactions. Buyer The Sellers will consult with Seller about also use their Best Efforts in obtaining all Required Consents; provided that the status of any Consents Parties agree that no Consent required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify assignment of a Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they Contract will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreementsbe a Required Consent. (b) Without limiting As soon as reasonably practicable after the generality of Section 5.4(a)date hereof, Buyer agrees to furnish Seller with true the Parties shall file the Notification and accurate information concerning itself, its Subsidiaries, directors, officers Report Forms and shareholders and such other matters as related materials that may be reasonably necessary required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act and any other filings required under applicable antitrust or advisable merger control Laws (the “HSR Filings”) and shall provide to any Governmental Body whose consent, authorization, order or approval is required in connection with the Proxy Statement (as defined in Section 5.23 hereof) Acquisition and the Contemplated Transactions any additional information required under any applicable antitrust or merger control Laws or otherwise properly requested. Fees for the HSR Filings shall be borne 50% by Sellers and 50% by Buyer; provided, however, that each Party shall bear its own legal fees and any other statement, filing, notice costs or application made by or on behalf fees incurred in the preparation of Seller or any the 32 FINAL EXECUTION VERSION HSR Filings and responses in respect of its Subsidiaries such HSR Filings. The Parties shall use their Best Efforts to any third party and/or any Governmental Entity in connection with obtain an early termination of the transactions contemplated by this Agreement and applicable waiting period under the Ancillary AgreementsXxxx-Xxxxx-Xxxxxx Act. (c) Without limiting the generality of Section 5.4(a), Seller agrees Subject to furnish Buyer with true and accurate information concerning itselfany applicable Law, the Companies Parties and their respective counsel shall: (i) to the Company Subsidiaries and such extent practicable, each consult the other matters as may on any filing made with, or written materials to be reasonably necessary or advisable in connection with any statementsubmitted to, filing, notice or application made by or on behalf of Buyer to any third party and/or any Governmental Entity Body in connection with the transactions contemplated by this Agreement Acquisition and the Ancillary AgreementsContemplated Transactions; (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, any Governmental Body in connection with the Contemplated Transactions; (iii) consult with the other Party and consider in good faith the views of the other Party prior to entering into any agreement with any Governmental Body with respect to the Acquisition and the Contemplated Transactions; and (iv) promptly inform each other of all correspondence, filings and written communications between them or their subsidiaries or Affiliates, on the one hand, and any Governmental Body or its respective staff, on the other hand, with respect to the Acquisition and the Contemplated Transactions. The Parties shall, to the extent practicable, provide each other and their respective counsel with advance notice of and the opportunity to participate in any in-person discussion or meeting with any Governmental Body in respect of any filing, investigation or other inquiry in connection with the Acquisition and the Contemplated Transactions and to participate in the preparation for such discussion or meeting, subject to any restrictions on such participation by any applicable Governmental Body. (d) Seller agrees Notwithstanding the foregoing, nothing in this Section 7.5 shall require, or be construed to use require, Parent or any of its reasonable best efforts toAffiliates to agree to (i) sell, and Buyer shall reasonably cooperate with Seller tohold, obtain the required Consents to assignment to Buyer divest, discontinue or its designeelimit, effective as of before or after the Closing Date, any assets, businesses or interests of all licenses in the name of Seller Parent or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attestingAffiliates; and (ii) Buyer shall reimburse Seller for 50 percent any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to materially and adversely impact the economic or business benefits to Parent of the aggregate amount Acquisition or the Contemplated Transactions; or (iii) any material modification or waiver of any payments to counterparties the terms and conditions of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each Prior to the Closing Date, each party hereto hereby agrees shall and shall cause its Affiliates to cooperate with the other party and use its reasonable best efforts promptly to prepare and file make all necessary Filings and other documents and filings required by Law to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely with respect to consents of Governmental Entities, advisable, be made by them to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement (the “Required Regulatory Approvals”) and the Ancillary AgreementsRelated Documents, as hereinafter defined (the “Contemplated Transactions”) (including all filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)). Buyer will consult Prior to the Closing Date, Sellers shall, and Sellers shall cause Company and their respective Affiliates to: (i) cooperate with Seller about the status of any Consents Purchasers with respect to all filings that Purchasers are required by Law to be obtained by Buyer from any third party or Governmental Entity make in connection with the transactions contemplated by this Agreement. Buyer shall, ; and covenants and agrees to, promptly notify Seller of (ii) cooperate with Purchasers in obtaining all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreementsthird party consents identified on Schedule 4.5. (b) Without limiting U.S. Seller and U.S. Purchaser shall, as promptly as practicable but in any event not more than one (1) business day after the generality date hereof, file, or cause to be filed all required notification and report forms under the HSR Act with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of Section 5.4(a), Buyer agrees to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable the United States Department of Justice (the “Antitrust Division”) in connection with the Proxy Statement (Contemplated Transactions, and will use their respective commercially reasonable efforts to respond as defined in Section 5.23 hereof) promptly as practicable to all inquiries received from the FTC or any other statement, filing, notice the Antitrust Division for additional information or application made by documentation and to cause the waiting periods under the HSR Act to terminate or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with expire at the transactions contemplated by this Agreement and the Ancillary Agreementsearliest possible date. (c) Without limiting U.S. Seller and U.S. Purchaser shall as promptly as practicable but in any event not more than one (1) business day after the generality date hereof, file, or cause to be filed all necessary Directorate of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, Defense Trade Controls of the Companies and the Company Subsidiaries 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 United States Department of Buyer to any third party and/or any Governmental Entity State notifications required in connection with the transactions contemplated by this Agreement Global Business, and the Ancillary Agreementswill use their respective commercially reasonable efforts to respond as promptly as practicable to all inquiries relating thereto and make such additional filings as may be required promptly upon Closing. (d) Seller agrees The parties shall promptly furnish to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, each other copies of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, filings and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent correspondence relating to the transactions contemplated by Contemplated Transactions with any governmental authority specified in this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this AgreementSection 3.2.

Required Approvals. (a) Each party hereto hereby agrees to cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as As promptly as practicable after the Effective Date, Buyer shall, and shall cause its Affiliates to, make all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely with respect filings required by any Legal Requirement to consents of Governmental Entities, advisable, be made by it to consummate the transactions contemplated hereby hereby. Between the Effective Date and by the Ancillary Agreements. Closing Date, Buyer shall have cooperate with the right Company and Sellers (i) with respect to review in advance, subject to applicable Laws relating to all filings that the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted Sellers are required by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity Legal Requirement to make in connection with the transactions contemplated hereby, (ii) in obtaining all consents identified in Schedule 4.2 to the extent requested by this Agreement Sellers in writing, and (iii) to the extent required by the HSR Act (or any comparable foreign jurisdiction’s acts or requirements) and not otherwise completed prior to the Effective Date, in filing within ten (10) days after the Effective Date with the United States Federal Trade Commission and the Ancillary AgreementsUnited States Department of Justice (or any applicable foreign jurisdiction’s counterpart) the notification and report form (which form shall request “early termination”) required for the transactions contemplated hereby and any supplemental or additional information which may reasonably be requested in connection therewith pursuant to the HSR Act (or any foreign jurisdiction’s requirements) and will comply in all material respects with the requirements of the HSR Act (or such foreign jurisdiction’s counterpart requirements). Buyer will consult with Seller about shall promptly deliver to the status Company copies of any Consents required all filings, correspondence and Orders to be obtained by Buyer and from any third party or Governmental Entity Authority in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreementshereby. (b) Without limiting the generality of the undertakings of Buyer pursuant to Section 5.4(a7.1(a), Buyer agrees shall: (i) use all commercially reasonable efforts to furnish Seller prevent the entry in a judicial or administrative proceeding under any antitrust law by any Governmental Authority with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with jurisdiction over the Proxy Statement enforcement of any applicable antitrust laws (as defined in Section 5.23 hereof“Governmental Antitrust Authority”) or any other statement, filing, notice party of any permanent or application made by preliminary injunction or on behalf other order that would make consummation of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.hereby unlawful or that would prevent or delay such consummation; (cii) Without limiting take promptly, in the generality of Section 5.4(a)event that such an injunction or order has been issued in such a proceeding, Seller agrees any and all commercially reasonable steps so as to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries and permit such other matters consummation on a schedule as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Buyer close as possible to any third party and/or any Governmental Entity in connection with the transactions that contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attestingAgreement; and (iiiii) Buyer shall reimburse Seller for 50 percent use all commercially reasonable efforts and take all commercially reasonable actions to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any Governmental Antitrust Authority or any other party to the consummation of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreementhereby.

Required Approvals. (a) Each As promptly as practicable after the date of this Agreement, PMH, Sellers and Purchaser will, and PMH will cause each Acquired Company to, make all filings required by Legal Requirements to be made by them in order to consummate the Contemplated Transactions, including all filings under any applicable Competition Laws. In addition, each of the parties agrees that if any Governmental Body requests additional information under any applicable Competition Laws or any other Legal Requirement, such party hereto hereby agrees to cooperate with the other party and will use its reasonable best commercial efforts promptly to prepare and file all necessary Filings and other documents and to obtain comply with such requests as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely with respect to consents of Governmental Entities, advisable, to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreementspossible. (b) Without limiting Between the generality date of Section 5.4(a)this Agreement and the Closing Date, Buyer agrees PMH and Sellers will, and will cause each Acquired Company to, (i) cooperate with Purchaser with respect to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable all filings that Purchaser is required by Legal Requirements to make in connection with the Proxy Statement Contemplated Transactions, and (as defined ii) cooperate with Purchaser in Section 5.23 hereof) obtaining all consents identified in Schedule 4.2, provided that this Agreement will not require PMH or any other statement, filing, notice Seller to dispose of or application made by or on behalf of Seller or make any change in any portion of its Subsidiaries business or to incur any third party and/or any other burden to obtain a Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsAuthorization. (c) Without limiting Between the generality date of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies this Agreement and the Company Subsidiaries Closing Date, Purchaser will, and such other matters as may be reasonably necessary will cause each Related Person to, (i) cooperate with PMH and the Sellers with respect to all filings that PMH or advisable in connection with any statement, filing, notice or application made Seller is required by or on behalf of Buyer Legal Requirements to any third party and/or any Governmental Entity make in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts toContemplated Transactions, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent cooperate with PMH and the Sellers in obtaining all consents identified in Schedule 4.2(b); provided that this Agreement will not require Purchaser to dispose of the aggregate amount or make any change in any portion of its business or to incur any payments to counterparties of Contracts when such payments are necessary other burden to obtain the Consent of such counterparty to the transactions contemplated by this Agreementa Governmental Authorization.

Required Approvals. (a) Each party hereto hereby agrees Subject to cooperate subsections (b) and (c) below, the Parties shall be jointly responsible for obtaining such approvals (including the CFIUS Clearance), consents, business licenses and similar actions from Governmental Authorities or third parties as may be necessary or appropriate in order to promptly consummate the transactions, and to thereafter conduct the Business as contemplated by the Transaction Documents (collectively, the “Required Approvals”). (b) SKHYSI shall be primarily responsible for obtaining all approvals, consents, business licenses and similar actions in connection with the other establishment of the Company. Cypress shall provide such assistance as SKHYSI may reasonably request in connection with the foregoing. (c) Cypress shall be primarily responsible for obtaining all third party and approvals required to effect the contribution of the Cypress NAND Assets 587490.10A-PALSR01A - MSW (the “Asset Transfer Approvals”). SKHYSI shall provide such assistance as Cypress may reasonably request in connection with the Asset Transfer Approvals. (d) The Parties shall use its commercially reasonable best efforts to as promptly to as practicable prepare and file all necessary Filings applications, reports and other similar documents and to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely with respect to consents of Governmental Entities, advisable, to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of respective Required Approvals. (e) Such commercially reasonable efforts shall include, without limitation, promptly making any Consents draft filing required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees toCFIUS Clearance in accordance with the DPA, promptly notify Seller of all filings, submissions and correspondence made to or received from making any Governmental Entity final filing in connection with the transactions contemplated hereby CFIUS Clearance and by in accordance with the Ancillary Agreements (and the substance thereof, DPA after receipt of confirmation that CFIUS has no further comment to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shalldraft filing, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies providing any information reasonably requested by CFIUS or any other agency or branch of all filings, submissions and correspondence made to or received from any Governmental Entity the U.S. government in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to CFIUS review or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion investigation of the transactions contemplated by this Agreement and within the Ancillary Agreementstimeframes set forth in the DPA. (bf) Without limiting Such commercially reasonable efforts shall also include, without limitation, efforts to file, as soon as practicable after the generality date of this Agreement, all notices, reports and other documents required to be filed by such Party with any Governmental Authority (other than those subject to Section 5.4(a3.3(e)) with respect to the transactions contemplated by this Agreement, Buyer agrees and to furnish Seller submit promptly any additional information requested by any such Governmental Authority. The Parties shall respond as promptly as practicable to any inquiries or requests received from any state attorney general, antitrust authority or other Governmental Authority in connection with true and accurate antitrust or related matters. The Parties each shall promptly supply the other with any information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as which may be reasonably necessary or advisable required in connection order to effectuate any filings (including applications) pursuant to (and to otherwise comply with the Proxy Statement (as defined in its obligations set forth in) this Section 5.23 hereof) 3.3(f). Except where prohibited by Applicable Law or any Governmental Authority, the Parties shall: (i) cooperate with each other statement, filing, notice or application with respect to any filings made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity each Party in connection with the transactions contemplated by this Agreement herein; (ii) permit the other Party to review (and consider in good faith the Ancillary Agreements. (c) Without limiting the generality views of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries and such other matters as may be reasonably necessary or advisable Party in connection with with) any statement, filing, notice or application made by or on behalf of Buyer documents before submitting such documents to any third party and/or any Governmental Entity Authority in connection with the transactions contemplated herein; and (iii) promptly provide the other Party with copies of all filings, notices and other documents (and a summary of any oral presentations) made or submitted by this Agreement such Party with or to any Governmental Authority in connection with the transactions contemplated herein. 587490.10A-PALSR01A - MSW (g) The Parties shall each be responsible for 50% of all filing fees and external legal costs required to be paid in connection with the Ancillary AgreementsRequired Approvals. (dh) Seller agrees The Parties agree that commercially reasonable efforts regarding obtaining CFIUS Clearance or any other Required Approval include agreeing to use its reasonable best efforts any condition, restriction or other action required by CFIUS or any applicable Governmental Authority in order to obtain the CFIUS Clearance or such Required Approval that would not otherwise result in an adverse effect on the Company that is material. Notwithstanding the forgoing or anything to the contrary contained in this Section 3.3 or elsewhere in this Agreement, neither Party shall have any obligation under this Agreement to, or to agree to (or to cause or permit any of its Affiliates or the Company (except to the extent not adverse and Buyer shall reasonably cooperate with Seller material to the Company) to, obtain the required Consents or to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): agree to): (i) Seller agrees to use its reasonable best efforts to obtain the waiver relinquish or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attestingforbear any right; and (ii) Buyer shall reimburse Seller for 50 percent divest, limit or restrict any business, product line or asset or the operation or use of any of the aggregate amount foregoing; (iii) take any affirmative action or accept any undertaking or affirmative obligation with respect to any business, product line or asset or the operation or use of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty foregoing; or (iv) contest any Legal Restraint relating to the transactions contemplated by this Agreement.

Required Approvals. As promptly as practicable after the date of this Agreement, Seller and the Company will make all filings required by Legal Requirements to be made by them in order to consummate the Contemplated Transactions (aincluding all filings under the HSR Act, which shall be made no later than three (3) Each party hereto hereby agrees to cooperate with Business Days after the other party date hereof) and use its reasonable their best efforts promptly to prepare and file all necessary Filings and other documents and furnish or cause to obtain be furnished as promptly as practicable all necessary Consents of all third parties information and Governmental Entities in each case necessary or, solely documents requested with respect to consents such Legal Requirements (including specifically under the HSR Act) and shall otherwise cooperate with the applicable Governmental Body in order to obtain any Legal Requirements and Consents in connection therewith as expeditiously as possible. Between the date of Governmental Entitiesthis Agreement and the Closing Date, advisable, Seller and the Company will (a) reasonably cooperate with Buyer (at no out-of-pocket expense to consummate Seller and the transactions contemplated hereby and Company) with respect to all filings that Buyer elects to make or is required by the Ancillary Agreements. Buyer shall have the right Legal Requirements to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity make in connection with the transactions contemplated by Contemplated Transactions, and (b) reasonably cooperate with Buyer in obtaining all consents identified on Schedule 3.2; provided that this Agreement will not require Seller to dispose of or make any change in any portion of its business or to incur any other burden to obtain a Governmental Authorization. Seller and the Company shall use their best efforts to resolve such objections, if any, as any Governmental Body may assert with respect to this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity Contemplated Transactions in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental EntityLegal Requirements. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree event that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated a suit is instituted by a Person or Governmental Body challenging this Agreement and the Ancillary Agreements. (b) Without limiting Contemplated Transactions as a violation of applicable antitrust or competition laws, Seller and the generality of Section 5.4(a)Company shall use their best efforts to resist or resolve such suit. Seller and the Company each shall, upon request by the other, furnish Buyer agrees to furnish Seller with true and accurate all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may reasonably be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, ruling request, notice or application made by or on behalf of Seller, the Company, Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity Body in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsContemplated Transactions. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. As promptly as reasonably practicable after the date of this Agreement, Sellers will, and will cause each Acquired Company to, make all filings required by Legal Requirements to be made by them in order for Sellers and the Acquired Companies to consummate the Contemplated Transactions. Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company to, (a) Each party hereto hereby agrees to cooperate reasonably with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely Buyer with respect to consents of Governmental Entities, advisable, all filings that Buyer elects to consummate the transactions contemplated hereby and make or is required by the Ancillary Agreements. Buyer shall have the right Legal Requirements to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity make in connection with the transactions contemplated by Contemplated Transactions and (b) cooperate reasonably with Buyer in obtaining all Consents, if any, identified in Section 4.2(c) of the Disclosure Schedule. Buyer shall pay any and all attorneys’ and other fees and costs relative to any alcoholic beverage license approvals, filings or amendments required because of the Contemplated Transactions. Between the date of this Agreement and the Ancillary Agreements. Closing Date, Sellers (i) will promptly notify Buyer will consult with in writing if any Seller about the status or any Acquired Company becomes aware of any Consents required fact or condition that causes a representation or warranty by Sellers or any Seller in Article 3 to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shallinaccurate, and covenants and agrees to(ii) may, promptly notify Seller of all filingsat their option, submissions and correspondence made deliver to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, Buyer a supplement to the extent relating Disclosure Schedule specifying the occurrence after the date of this Agreement of any new fact or condition that would cause a representation or warranty by Sellers or any Seller in Article 3 to be materially inaccurate had such representation or warranty been made as of the transactions contemplated hereby and by the Ancillary Agreements). Prior time that any Seller or any Acquired Company became aware of such fact or condition, or that is necessary to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly be disclosed to Buyer copies in order to make such representation and warranty correct in all material respects. Between the date of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the generality of Section 5.4(a)Closing Date, Sellers will promptly notify Buyer agrees to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or if any other statement, filing, notice or application made by or on behalf of Seller or any Acquired Company becomes aware of its Subsidiaries the occurrence of any Breach of any covenant of Sellers in this Article 5 or of the occurrence of any event that would reasonably be expected to any third party and/or any Governmental Entity make the satisfaction of the conditions in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Article 7 impossible or unlikely. Except as provided in Section 5.4(a5.4(a)(ii), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries and such other matters as may be reasonably necessary or advisable in connection with no disclosure by any statement, filing, notice or application made by or on behalf of Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required Acquired Company pursuant to this Section 5.4 shall be deemed to amend or supplement the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 Disclosure Schedule or to cause all prevent or cure any misrepresentation, breach of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent warranty or breach of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreementcovenant.

Required Approvals. Buyer acknowledges that the Parties proceeding to Closing as expeditiously as possible is an important element of the Contemplated Transactions for Seller and, as promptly as practicable after the date of this Agreement, Buyer will make all filings required by Legal Requirements to be made by it in order to consummate the Contemplated Transactions (aincluding all filings under the HSR Act, which shall be made no later than three (3) Each party hereto hereby agrees to cooperate with Business Days after the other party date hereof) and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and furnish or cause to obtain be furnished as promptly as practicable all necessary Consents of all third parties information and Governmental Entities in each case necessary or, solely documents requested with respect to consents such Legal Requirements (including specifically under the HSR Act) and shall otherwise cooperate with the applicable Governmental Body in order to obtain any Legal Requirements and Consents in connection therewith as expeditiously as possible. Between the date of Governmental Entitiesthis Agreement and the Closing Date, advisable, Buyer will (a) reasonably cooperate with Seller and the Company (at no out-of-pocket expense to consummate Buyer) with respect to all filings that Seller and the transactions contemplated hereby and Company elect to make or are required by the Ancillary Agreements. Buyer shall have the right Legal Requirements to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity make in connection with the transactions contemplated by Contemplated Transactions, and (b) diligently pursue obtaining all consents identified on Schedule 3.2; provided that this Agreement will not require Buyer to dispose of or make any change in any portion of its business or to incur any other burden to obtain a Governmental Authorization. Buyer shall use its best efforts to resolve such objections, if any, as any Governmental Body may assert with respect to this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity Contemplated Transactions in connection with the transactions contemplated Legal Requirements. In the event that a suit is instituted by a Person or Governmental Body challenging this AgreementAgreement and the Contemplated Transactions as a violation of applicable antitrust or competition laws, Buyer shall use its best efforts to resist or resolve such suit. Buyer shall, and covenants and agrees to, promptly notify upon request by Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereofCompany, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep furnish the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the generality of Section 5.4(a), Buyer agrees to furnish Seller with true and accurate all information concerning itself, its SubsidiariesRelated Persons, directors, officers and shareholders stockholders and such other matters as may reasonably be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, ruling request, notice or application made by or on behalf of the Seller, the Company, Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity Body in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsContemplated Transactions. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement.

Required Approvals. (a) Each party Party hereto hereby agrees to cooperate with the each other party Party and use its commercially reasonable best efforts to promptly to prepare and file all necessary Filings filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties Third Parties and Governmental Entities in each case Bodies necessary or, solely with respect to consents of Governmental Entities, advisable, or advisable for it to consummate the transactions contemplated hereby and by the Ancillary AgreementsPurchase Documents. Buyer Each Party shall have the right to review and comment upon in advance, and to the extent practicable each will consult the other Parties on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to Purchaser, Shareholders or the Companies, as the case may be, that appears in any Filing filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party Third Party or Governmental Entity Body in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental EntityPurchase Documents. In exercising the foregoing rightsright, each of Buyer Purchaser and Seller Shareholders shall act reasonably and as promptly as practicable. Buyer Purchaser and Seller Shareholders agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting Purchase Documents, including, subject to applicable Laws relating to the generality exchange of Section 5.4(a)information, Buyer agrees to furnish Seller promptly furnishing the other with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, copies of notice or application made other communications received by Purchaser, Shareholders or on behalf of Seller the Company, as the case may be, from any Third Party or any of its Subsidiaries to any third party and/or any Governmental Entity in connection Body with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent respect to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant hereby or thereby. Notwithstanding anything herein to the Credit Agreement among Sellercontrary, Wachovia Banknone of Purchaser or Shareholders or any of their respective Related Persons shall be obligated to agree to any arrangement that (a) would require the divestiture of any of their businesses, N.A.product lines or assets or involve any material requirement or restriction on any of its businesses, The Bank product lines or assets; (b) would require any material modification of New York the existing capital structure of any of the Companies, the Purchaser, any Seller or of their respective Related Persons; or (c) would reasonably likely have a Material Adverse Effect on such Purchaser, Shareholders or any Company, provided that Purchaser shall agree to (and First Union National Bankrepresents that it will be able to comply with) any requirement currently imposed on a Company and any requirement imposed by the issuer of a Money Transmitter License or Governmental Body in connection with such issuer or Governmental Body’s approval of the transactions contemplated herein that (i) is commercially reasonable for a money transmitter of the size and financial status of the Companies, dated it being acknowledged by the Parties that the fact that a Governmental Body seeks to impose any additional requirements beyond those requirements imposed on the Companies as of May 1the date hereof does not, 1998 or to cause all of the Seller'sby itself, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closingmake such request commercially reasonable, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent does not result in the arrangements enumerated in (a)-(c) of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this AgreementSection 5.4.

Required Approvals. (a) Each party hereto hereby agrees The Parties (other than the Representative) shall use commercially reasonable efforts to (i) cause the Notification and Report Forms required pursuant to the HSR Act with respect to the Contemplated Transactions to be filed within ten Business Days after the date hereof, (ii) supply any additional information and documentary material that may be requested by a Governmental Entity pursuant to the HSR Act and (iii) otherwise use commercially reasonable efforts to obtain the termination or expiration of the applicable waiting periods under the HSR Act with respect to the Contemplated Transactions. (b) As promptly as practicable after the date of this Agreement, the Company will make all other Filings required by applicable Law to be made by it in order to consummate the Contemplated Transactions. Between the date of this Agreement and the Closing Date, each of the Parties (other than the Representative) will (i) cooperate with the other party and use its reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely Party with respect to consents of Governmental Entitiesall Filings that Buyer elects to make or is required by Law to make in connection with the Contemplated Transactions, advisable, to consummate and (ii) cooperate with the transactions contemplated hereby and by other Party in obtaining all Consents identified on Schedule 5.4(b). (c) Each Party (other than the Ancillary Agreements. Buyer Representative) shall have the right to review cooperate in advance, subject to applicable Laws relating to the exchange of information, all material respects in connection with any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or with a Governmental Entity in connection with the transactions contemplated Contemplated Transactions and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the Contemplated Transactions, including any Proceeding initiated by a private party. Subject to applicable Law, each Party (other than the Representative) will keep the other Parties informed in all material respects and on a prompt basis of any communication received from, or given to, any Governmental Entity and of any communication received or given in connection with any Proceeding by a private party, in each case regarding any of the Contemplated Transactions. No Party shall independently participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or other inquiry concerning this Agreement or the Contemplated Transactions unless, to the extent reasonably practicable, it gives the other Parties prior notice and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend, and furnishes the other Parties with copies of all written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the Ancillary AgreementsContemplated Transactions. Notwithstanding the foregoing, (i) Buyer will consult with Seller about shall be permitted to redact, remove or withhold any information, or exclude Representative, the status of any Consents required to be obtained by Buyer Acquired Companies and their Affiliates and representatives from any third party conversation that includes any competitively sensitive information of Buyer, including any references thereto and (ii) the Company shall be permitted to redact, remove or Governmental Entity in connection with the transactions contemplated by this Agreement. withhold any information, or exclude Buyer shall, and covenants Buyer’s Affiliates and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received representatives from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from conversation that includes any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised competitively sensitive information of the status of matters relating to completion of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the generality of Section 5.4(a)Company, Buyer agrees to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or including any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreementsreferences thereto. (d) Seller agrees Notwithstanding the foregoing or anything in this Agreement to use the contrary, in no event shall Buyer or any of its reasonable best efforts Affiliates be required to, and Buyer nor shall reasonably cooperate with Seller toany Acquired Company, obtain without the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request prior written consent of Buyer, new licensing agreements in each case, to obtain any Consent or leases for in connection with any Software or Hardware. (e) Without limiting of the generality of Section 5.4(a): Filings required in connection with the Contemplated Transactions, (i) Seller agrees to use its reasonable best efforts to obtain pay any sums or concede anything of value, except in the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all case of the Seller'sAcquired Companies with respect to amounts that will be paid prior to Closing or included in the Transaction Expenses, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, assets, categories of assets or businesses of the aggregate amount Acquired Companies or Buyer or their respective Subsidiaries or Affiliates, or otherwise take or commit to take any action that could reasonably be expected to limit Buyer’s, its Affiliates’ or any Acquired Company’s freedom of action with respect to, or their ability to retain, one or more businesses, product lines or assets and obligations of the Acquired Companies or Buyer or their respective Subsidiaries or Affiliates, (iii) terminate, modify or extend any existing relationships or contractual rights or obligations of the Acquired Companies or Buyer or their respective Subsidiaries or Affiliates, (iv) establish or create any relationships or contractual rights or obligations of the Acquired Companies or Buyer or any of the their respective Subsidiaries or Affiliates, (v) terminate any Material Contract or any Contract to which Buyer or any of its Affiliates is a party or by which any of their assets are bound, (vi) effectuate any other change or restructuring of the Acquired Companies or Buyer or their respective Subsidiaries or Affiliates (or, in each case, enter into Contracts or stipulate to the entry of an Order or decree or file appropriate applications with any Governmental Entity), (vii) litigate against any Proceeding (including any Proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the Contemplated Transactions as violative of any payments Law or (viii) take any action as a result of any second or other request for additional information and documentary material or other inquiry from any Governmental Entity that is, in the reasonable judgment of Buyer, reasonably likely to counterparties result, directly or indirectly, in Buyer or any of Contracts when its Affiliates taking any action set forth in the foregoing sections (i) through (vii) or incurring costs in responding to such payments are necessary to obtain the Consent a request in excess of such counterparty to the transactions contemplated by this Agreement$1 million.

Required Approvals. (a) Each party hereto hereby agrees to cooperate with the other party and use its reasonable best efforts to promptly to prepare and file all necessary Filings documentation, to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all necessary Consents permits, consents, approvals and authorizations of all third parties and Governmental Entities in each case Authorities that are necessary or, solely with respect to consents the consummation of Governmental Entities, advisable, to consummate the transactions contemplated hereby and by the Ancillary Agreementsherein. Buyer Each party 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 other party that appears in any Filing filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any all third party or Governmental Entity parties and Authorities in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the transactions contemplated hereby and by the Ancillary Agreements). Prior to the Closing, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entity. In exercising the foregoing rightsright, each of Buyer and the Seller shall act reasonably and as promptly as practicable. Buyer and the Seller agree that they will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement herein, including promptly furnishing the other with copies of notices or other communications received from all third parties and Authorities with respect to the transactions contemplated herein. HSR ACT. Buyer and Seller each agree to prepare and file the Notification and Report Form required pursuant to the HSR Act with the FTC and the Ancillary Agreements. Antitrust Division if reasonably practicable on the date hereof, and otherwise by no later than the first (b1st) Without limiting Business Day following the generality date hereof. The Notification and Report Form shall be in accordance with the requirements of Section 5.4(a)the HSR Act. Each such party hereby covenants (i) to request early termination of the waiting period required by the HSR Act; (ii) to promptly furnish to the other party hereto such necessary or appropriate information and reasonable assistance, Buyer agrees including access to furnish Seller with true each other's documents and accurate information concerning itselfpersonnel, its Subsidiaries, directors, officers and shareholders and as such other matters as party may be reasonably necessary or advisable request in connection with its preparation of necessary or voluntary filings and other submissions, communications or presentations pursuant to the Proxy Statement HSR Act; (as defined in Section 5.23 hereofiii) to promptly keep the other party apprised of the status of any communications with and any inquiries by the FTC or Antitrust Division; and (iv) to comply with a request for additional information issued by the FTC, the Antitrust Division or any other statementAuthority, filingas the case may be, notice as promptly and expeditiously as practicable. The parties shall use best efforts and cooperate to expedite the termination of the waiting period under the HSR Act. Buyer and Seller each agree that they will not undertake any unilateral contacts with either the FTC or application made by Antitrust Division without the prior approval of the other party. Buyer shall pay the HSR Act filing fee. If any administrative, judicial or on behalf of Seller legislative action or any of its Subsidiaries proceeding is instituted (or threatened to any third party and/or any Governmental Entity in connection with be instituted) challenging the transactions contemplated by this Agreement as violative of any antitrust Law, Buyer and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a), Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries 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 Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to shall each use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer contest and vigorously resist any such action or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closingproceeding, and to provide to Buyer documentation have vacated, lifted, reversed or overturned as promptly and expeditiously as practicable any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in a form reasonably satisfactory to Buyer so attesting; and (ii) Buyer shall reimburse Seller for 50 percent effect and that restricts, prevents or prohibits consummation of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty to the transactions contemplated by this Agreement, including, without limitation, by pursuing all reasonable avenues of administrative and judicial appeal.

Required Approvals. (a) Each party hereto hereby agrees to During the Interim Period, each of Buyer and the Company shall cooperate with the other party and use its commercially reasonable best efforts promptly to prepare and file all necessary Filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely with respect to third-party consents of Governmental Entities, advisable, to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and as set forth on Schedule 7.03. (b) As promptly as practicable after the date of this Agreement, the Company shall make, or cause to be made, all filings required by the Ancillary Agreements (and the substance thereof, Law to the extent relating be made by it in order to consummate the transactions contemplated hereby hereby. The Company also shall cooperate with Buyer and by the Ancillary Agreements). Prior its representatives with respect to the Closingall filings that Buyer is required to make and that are listed on Schedule 7.03, Seller shall, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby hereby. In furtherance thereof, the Company shall cooperate with Buyer and by shall use reasonable best efforts to file required Notification and Report Forms under the Ancillary AgreementsHSR Act with the Federal Trade Commission (the “FTC”) and the Department of Justice (“DOJ”) as promptly as practicable following the date of this Agreement (but in no event later than six Business Days from and after the date hereof), shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act, and shall respond as promptly as practicable to all requests or inquiries received from the FTC or DOJ for additional documentation or information. The Company shall bear its own costs for filing and other material filingsfees payable to Governmental Entities. (c) As promptly as practicable after the date of this Agreement, submissions Buyer shall make, or cause to be made, all filings required by Law to be made by it in order to consummate the transactions contemplated hereby. Buyer also shall fully cooperate with the Company and correspondence made its representatives with respect to all filings the Company is required by Law to make. In furtherance thereof, Buyer shall cooperate with the Company and shall use reasonable best efforts to file required Notification and Report Forms under the HSR Act with the FTC and DOJ as promptly as practicable following the date of this Agreement (but in no event later than six (6) Business Days from and after the date hereof), shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act, and shall respond as promptly as practicable to all requests or inquiries received from the FTC or DOJ for additional documentation or information. Buyer shall bear its own costs for filing and other fees payable to Governmental Entities, including the filing fee under the HSR Act. Buyer shall take any and all commercially reasonable actions necessary to obtain any necessary approval from any Governmental Entity. In exercising Authority responsible for merger control, antitrust or competition Law or to prevent the foregoing rightsinitiation of any lawsuit under any merger control, each antitrust or competition Law or to prevent the entry of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree any judgment that they will keep would otherwise make the other apprised of the status of matters relating to completion consummation of the transactions contemplated by this Agreement and unlawful; provided, however, that, notwithstanding the Ancillary Agreements. (b) Without limiting foregoing or anything contained herein to the generality of Section 5.4(a)contrary, in no event shall Buyer agrees to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries Affiliates be required to propose, negotiate, commit to or effect (by consent decree, hold separate order or otherwise): (i) any third party and/or sale, divesture, transfer, disposition or holding separate (through the establishment of a trust or otherwise) of any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting the generality of Section 5.4(a)assets, Seller agrees to furnish Buyer with true and accurate information concerning itself, the Companies and the Company Subsidiaries and such other matters as may be reasonably necessary properties or advisable in connection with any statement, filing, notice or application made by or on behalf of Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer shall reasonably cooperate with Seller to, obtain the required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable under the applicable licensing agreement, and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request businesses of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to use its reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all of the Seller's, the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the Closing, and to provide to Buyer documentation in a form reasonably satisfactory to Buyer so attestingor their respective Affiliates; and (ii) Buyer shall reimburse Seller for 50 percent any termination, modification or extension of existing relationships or contractual rights or obligations of Buyer, the Company or their respective Affiliates; (iii) any change or modification of any course of conduct, or otherwise make any commitment (to any Governmental Authority or otherwise), regarding future operations or business of Buyer, the Company or their respective Affiliates’, or (iv) any other change or restructuring with respect to Buyer, the Company or their respective Affiliates. Notwithstanding anything contained herein to the contrary, the parties acknowledge and agree that all obligations of the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain the Consent of such counterparty parties with respect to the transactions contemplated by HSR Act or any other merger control, antitrust or competition Law are set forth in this AgreementSection 7.03.

Required Approvals. (a) Each party hereto hereby agrees to cooperate with As promptly as practicable after the other party and date of this Agreement, Seller shall use its reasonable best efforts promptly to prepare and file (i) obtain all necessary Filings and other documents and to obtain as promptly as practicable all necessary Consents of all third parties and Governmental Entities in each case necessary or, solely with respect to consents of Governmental Entities, advisable, to consummate the transactions contemplated hereby and by the Ancillary Agreements. Buyer shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, any Filing made by Seller or any Company or Company Subsidiary with, or other written materials submitted by Seller or any Company or Company Subsidiary to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Buyer will consult with Seller about the status of any Consents required to be obtained by Buyer from any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer shall, and covenants and agrees to, promptly notify Seller of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby as set forth in Schedule 2.2(c) and (ii) obtain the consent required to assign to Buyer the Enterprise Zone Tax Abatement Agreement, dated and effective May 1, 2002, between Ector County and Seller. (b) As promptly as practicable after the date of this Agreement, Seller shall make all filings required by the Ancillary Agreements (and the substance thereof, Legal Requirements to the extent relating be made by them in order to consummate the transactions contemplated hereby hereby. Seller also shall cooperate with Buyer and by the Ancillary Agreements). Prior its representatives with respect to the Closingall filings that Buyer elects to make, Seller shallor pursuant to Legal Requirements is required to make, and covenants and agrees to cause each Company and each Company Subsidiary to, provide promptly to Buyer copies of all filings, submissions and correspondence made to or received from any Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements, and all other material filings, submissions and correspondence made to or received from any Governmental Entityhereby. In exercising the foregoing rightsfurtherance thereof, each of Seller shall cooperate with Buyer and Seller shall act reasonably use commercially reasonable efforts to file required Notification and Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Department of Justice (“DOJ”) as promptly as practicable. Buyer practicable following the date of this Agreement (but in no event later than five (5) business days from and Seller agree that they will keep after the other apprised date hereof), shall use commercially reasonable efforts to obtain early termination of the status of matters relating waiting period under the HSR Act, and shall respond as promptly as practicable to completion of all requests or inquiries received from the transactions contemplated by this Agreement FTC or DOJ for additional documentation or information. Seller shall bear its own costs for filing and other fees payable to Governmental Authorities (provided that Buyer will be responsible for the Ancillary Agreements. (b) Without limiting filing fee under the generality of Section 5.4(aHSR Act as set forth below), Buyer agrees to furnish Seller with true and accurate information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement (as defined in Section 5.23 hereof) or any other statement, filing, notice or application made by or on behalf of Seller or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Without limiting As promptly as practicable after the generality date of Section 5.4(a)this Agreement, Seller agrees Buyer shall make, or cause to furnish Buyer with true and accurate information concerning itselfbe made, the Companies and the Company Subsidiaries and such other matters as may all filings required by Legal Requirements to be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of it to consummate the Contemplated Transactions. Buyer to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Seller agrees to use its reasonable best efforts to, and Buyer also shall reasonably fully cooperate with Seller towith respect to all filings Seller is required by Legal Requirements to make. In furtherance thereof, obtain the Buyer shall cooperate with Seller and shall use commercially reasonable efforts to file required Consents to assignment to Buyer or its designee, effective as of the Closing Date, of all licenses in the name of Seller or any Seller Party for any Software or Hardware that are assignable Notification and Report Forms under the applicable licensing agreementHSR Act with the FTC and DOJ as promptly as practicable following the date of this Agreement (but in no event later than five (5) business days from and after the date hereof), and consents of all licensors for any Software or Hardware as required under any applicable licensing agreement or, at the request of Buyer, new licensing agreements or leases for any Software or Hardware. (e) Without limiting the generality of Section 5.4(a): (i) Seller agrees to shall use its commercially reasonable best efforts to obtain the waiver or consent to the transactions contemplated by this Agreement and the Ancillary Agreements required pursuant to the Credit Agreement among Seller, Wachovia Bank, N.A., The Bank of New York and First Union National Bank, dated as of May 1, 1998 or to cause all early termination of the Seller's, waiting period under the Companies' and the Company Subsidiaries' obligations thereunder to be satisfied concurrently with the ClosingHSR Act, and shall respond as promptly as practicable to provide to Buyer all requests or inquiries received from the FTC or DOJ for additional documentation in a form reasonably satisfactory to Buyer so attesting; and (ii) or information. Buyer shall reimburse Seller bear its own costs for 50 percent of filing and other fees payable to Governmental Authorities and shall pay the aggregate amount of any payments to counterparties of Contracts when such payments are necessary to obtain filing fee under the Consent of such counterparty to the transactions contemplated by this AgreementHSR Act.