Common use of Conduct of the Parties Clause in Contracts

Conduct of the Parties. (a) Subject to the terms and conditions set forth in this Agreement, and in accordance with the Companies Acts, the UK Takeover Code, the Securities Act, the Exchange Act, FSMA, the Listing Rules and any other applicable Law, each of the Parties agrees to use reasonable best efforts to take, or cause to be taken, or procure that its Affiliates, directors, employees and relevant professional advisors take all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable and in accordance with the prescribed timetable, the Transactions, provided that such action does not extend to requiring Harbinger to procure equity financing or give Notification initiating the Firm Offer. Each of the Parties shall with such assistance as it shall reasonably require from the other Parties procure that the Firm Offer is conducted in accordance with the applicable requirements of the UK Takeover Panel, the UK Takeover Code, FSMA, the Companies Acts, the Listing Rules, and any other applicable Law. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Companies Acts, the UK Takeover Code, the Securities Act, the Exchange Act and any other applicable Law, each of the Parties agrees to use reasonable best efforts, subject to the process set forth in Section 8.2, to take, or cause to be taken, or procure that its Affiliates, directors, employees and relevant professional advisors take all actions, and do, or cause to be done, and assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to obtain any Regulatory Approvals to effect the transactions referred to in Section 8.1 and otherwise as contemplated by this Agreement or the Stock Purchase Agreement, which would be obtainable within the Offer timetable ordinarily permitted under the UK Takeover Code, in the most expeditious manner practicable. The provisions of Article VIII shall apply mutatis mutandis to any filings, applications, pleadings, documents and other communications required to be filed with the Authorities in order to obtain such approvals, and any filing process shall be conducted in accordance with Section 8.2. (c) Each Party undertakes promptly to notify each other Party (and supply copies of all relevant information) of any fact, matter or event of which it becomes aware which has had or could reasonably be expected to have a material adverse effect on the financial, trading or business position or prospects of the Target or otherwise be relevant to any determination as to satisfaction of the conditions of the Firm Offer, and each Party undertakes to notify each other Party (and supply copies of all relevant information) of any event or circumstance of which it becomes aware that would be likely to have a significant impact on the satisfaction of the conditions of the Firm Offer or on the implementation of the Firm Offer in accordance with its terms. (d) To the extent permitted in the time available, Harbinger shall consult with and shall keep the Company fully and promptly informed in relation to any discussions it may have with the UK Takeover Panel or other authorities concerning the offer process and in relation to any material developments in respect of the Firm Offer and, to the extent permitted in the time available, Harbinger shall use its reasonable best efforts to enable the Company jointly to participate in any such discussions. (e) Each Party undertakes, in favor of each other Party, for itself and on behalf of each Person with whom it may be deemed to be acting in concert in connection with the Firm Offer for the purposes of the UK Takeover Code that it and they shall not, from the date hereof, take or omit to take any step that would or might reasonably be expected to give rise to (i) any obligation under the UK Takeover Code on the part of that other Party to make an offer for any of the shares of the Target or to resist, vary, extend or withdraw such an offer once made; or (ii) any restriction under the UK Takeover Code on the ability of that other Party to make an offer for any of the shares of the Target or restrict the terms on which an offer must be made by that other Party; or (iii) any breach of the UK Takeover Code (by that other Party), in any such case without the consent of Harbinger and the Company. (f) In relation to any announcement, public statement, circular or other document issued by any of the Parties or on its behalf in connection with the Firm Offer, the relevant Party shall, before making the same, to the extent permitted by applicable Law, inform the other Parties in writing of any proposed disclosures in the announcement, public statement, circular or other document in respect of such other Party or Parties and the announcement, public statement, circular or other document shall be, to the extent permitted in the time available subject to the approval of such other Party or Parties (not to be unreasonably withheld or delayed), save that a Party may not withhold its approval of the content of any announcement, public statement, circular or other document to the extent that such content reflects a matter that is within the discretion of the other Party in accordance with the terms and conditions of this Agreement.

Conduct of the Parties. Each Party must conduct the Project in accordance with the Protocol and under the direction of the Coordinating Investigator. The Parties also agree to act in a diligent and professional and co-operative manner and to: Conduct the Project in accordance with the Protocol; and Use the Protocol in connection with the Project and not for any other use; and Use the Project Materials for its Internal Purposes only and not for any other purpose (aunless already specified in Schedule 1) Subject without first seeking the prior written consent of HNELHD. HNLEHD will consult with any other Parties with regards to any licences or consents a Party may require in order to use the Project Materials for such purpose however, HNLEHD has the right to withhold its consent to such use in its absolute discretion; and Appoint Personnel, including Principal Investigator(s), with the necessary skills, qualifications and experience to conduct or otherwise participate in the Project and to effectively ensure that their respective Personnel are supervised at all times by their appointed Principal Investigator; and Co-operate and comply with the Co-coordinating Investigator’s directions; and Make their Investigators available at all times and if they are not available, to notify HNELHD immediately, including proposing any suitable replacement for approval by all Parties. ▇▇▇▇▇▇ agrees to do the same; and Comply with all Governance and Ethics Approvals and not do anything in conflict with those approvals unless a prior written amendment to the terms Governance and conditions Ethics Approvals has been sought and obtained; and Comply with all applicable laws governing the conduct of the Project including WHS Legislation and all Health and Privacy Legislation; and Comply with, and ensure its Personnel comply with the standards set forth by the ACRCR, the NHMRC and any other polices advised by HNELHD to the Other Party(s) with regards to good ‘research conduct’; and Bear their own respective costs associated with their decision to participate in the Project and to provide for their compliance with their obligations under this Agreement, and Obtain and maintain all requisite licences, certificates required at law or by relevant industry regulations so as to allow for participation in accordance the Project; and Make the Contributions in Schedule 1 or otherwise required during the Term; Comply with any corresponding terms and conditions that may be identified in Schedule 1 as required in connection with any Party’s Contributions (and if any Contributions constitute cash to be made a Party then the Companies ActsParties agree to comply with any terms regarding payment to be made by a Party those of which will contained in the Annexure B; and Maintain complete and accurate records that reflect all work done by that Party on the Project and make those records accessible to HNELHD on request; Notify HNELHD and each other (and ensure their Personnel notify) immediately on becoming aware of the creation of new Intellectual Property Rights; and Meet at times and places that HNELHD and/or the Co-Ordinating Investigator reasonably requires the Parties to meet to discuss the Project; and Not sub-contract any part of the Project or performance of any part of the Project without seeking the prior written consent of HNELHD. HNELHD agrees not to subcontract without first seeking prior written consent of Other Party(s); and Not engage, and ensure their Personnel do not engage in any other interest, activity, project or agreement with a third party similar to the activities being carried out in this Project without first notifying the other Party; and Not knowingly infringe, and ensure its Personnel do not knowingly infringe, the UK Takeover CodeIntellectual Property rights of any person in carrying out the Project; and Not do anything that would hinder the conduct of the Project or that would cause any Party to breach their respective obligations under any applicable laws or do anything contrary or harmful to the reputation or interests of a Party. In relation to HNELHD, the Securities ActOther Party(s) must have regards to HNELHD as a Governmental Agency with public sector obligations, the Exchange Actand therefore must comply with any applicable and reasonable Commonwealth, FSMA, the Listing Rules and any other applicable Law, each Department of the Parties agrees to use reasonable best efforts to takeHealth, or cause to be taken, or procure that its Affiliates, directors, employees and relevant professional advisors take all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable and in accordance with the prescribed timetable, the Transactions, provided that such action does not extend to requiring Harbinger to procure equity financing or give Notification initiating the Firm Offer. Each of the Parties shall with such assistance as it shall reasonably require from the other Parties procure that the Firm Offer is conducted in accordance with the applicable requirements of the UK Takeover Panel, the UK Takeover Code, FSMA, the Companies Acts, the Listing Rules, and any other applicable Law. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Companies Acts, the UK Takeover Code, the Securities Act, the Exchange Act and any other applicable Law, each of the Parties agrees to use reasonable best efforts, subject to the process set forth in Section 8.2, to take, or cause to be taken, or procure that its Affiliates, directors, employees and relevant professional advisors take all actions, and do, or cause to be done, and assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to obtain any Regulatory Approvals to effect the transactions NSW Health policy either expressly referred to in Section 8.1 and otherwise as contemplated by this Agreement or the Stock Purchase Agreement, which would be obtainable within the Offer timetable ordinarily permitted under the UK Takeover Code, in the most expeditious manner practicable. The provisions of Article VIII shall apply mutatis mutandis to any filings, applications, pleadings, documents and other communications required to be filed with the Authorities in order to obtain such approvals, and any filing process shall be conducted in accordance with Section 8.2. (c) Each Party undertakes promptly to notify each other Party (and supply copies of all relevant information) of any fact, matter or event of which it becomes aware which has had or could reasonably be expected to have a material adverse effect on the financial, trading or business position or prospects of the Target or otherwise be relevant to any determination as to satisfaction of the conditions of the Firm Offer, and each Party undertakes to notify each other Party (and supply copies of all relevant information) of any event or circumstance of which it becomes aware that would be likely to have a significant impact on the satisfaction of the conditions of the Firm Offer or on the implementation of the Firm Offer in accordance with its terms. (d) To the extent permitted in the time available, Harbinger shall consult with and shall keep the Company fully and promptly informed in relation to any discussions it may have with the UK Takeover Panel or other authorities concerning the offer process and in relation to any material developments in respect of the Firm Offer and, to the extent permitted in the time available, Harbinger shall use its reasonable best efforts to enable the Company jointly to participate in any such discussionsdocument that HNELHD may provide the Other Party(s) from time to time. (e) Each Party undertakes, in favor of each other Party, for itself and on behalf of each Person with whom it may be deemed to be acting in concert in connection with the Firm Offer for the purposes of the UK Takeover Code that it and they shall not, from the date hereof, take or omit to take any step that would or might reasonably be expected to give rise to (i) any obligation under the UK Takeover Code on the part of that other Party to make an offer for any of the shares of the Target or to resist, vary, extend or withdraw such an offer once made; or (ii) any restriction under the UK Takeover Code on the ability of that other Party to make an offer for any of the shares of the Target or restrict the terms on which an offer must be made by that other Party; or (iii) any breach of the UK Takeover Code (by that other Party), in any such case without the consent of Harbinger and the Company. (f) In relation to any announcement, public statement, circular or other document issued by any of the Parties or on its behalf in connection with the Firm Offer, the relevant Party shall, before making the same, to the extent permitted by applicable Law, inform the other Parties in writing of any proposed disclosures in the announcement, public statement, circular or other document in respect of such other Party or Parties and the announcement, public statement, circular or other document shall be, to the extent permitted in the time available subject to the approval of such other Party or Parties (not to be unreasonably withheld or delayed), save that a Party may not withhold its approval of the content of any announcement, public statement, circular or other document to the extent that such content reflects a matter that is within the discretion of the other Party in accordance with the terms and conditions of this Agreement.

Conduct of the Parties. (a) Subject From the Agreement Date until the Closing, except with the prior written consent of the Buyer or as otherwise expressly permitted or required by this Agreement, the Shareholders shall cause the Companies to: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any new method of management, operation or accounting (except as required by GAAP or any applicable law or Order and except for actions taken to file PPP Applications to facilitate the forgiveness of the PPP Loans); (ii) comply with the terms and conditions set forth in this Agreementof, and not cancel, their present insurance policies; (iii) use its commercially reasonable efforts to (A) maintain and preserve the business organizations intact, (B) retain the services of their present employees and (C) not hire any additional employees except for hires in accordance the ordinary course of business consistent with past practices; (iv) comply with all applicable laws and provide notice to Buyer of any governmental inquiry, notice or investigation; and (v) maintain the instruments and agreements governing its outstanding Indebtedness and leases on their present terms and not incur new Indebtedness or enter into new lease instruments or agreements, provided, however, (A) STCI and the Buyer shall negotiate the terms and conditions of a new lease with respect to the premises located at 4▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Dracut, MA 01826 (the “M▇▇▇▇▇▇ Premises”), which terms shall be agreed upon among the Buyer, STCI and that realty trust that owns the M▇▇▇▇▇▇ Premises (the “Family Trust”) prior to the Due Diligence Expiration Date (the “M▇▇▇▇▇▇ Lease”), and which M▇▇▇▇▇▇ Lease shall be entered into as of the Closing Date, by and between STCI (as then owned by the Buyer) and the Family Trust and (B) STCI and the Buyer shall negotiate the terms and conditions of a new lease with respect to the premises located at 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “North Haven Premises”) with the Companies Actsowner of such property (the “North Haven Landlord”), which terms shall be agreed upon among the Buyer, STCI and the North Haven Landlord prior to the Due Diligence Expiration Date (the “North Haven Lease”), and which North Haven Lease shall be entered into as of the Closing Date, by and between STCI (as then owned by the Buyer) and the North Haven Landlord. STCI and the Buyer hereby agree to the following terms with respect to the M▇▇▇▇▇▇ Lease, which shall serve as the basis for the drafting of such thereof: The M▇▇▇▇▇▇ Lease shall: (I) be a triple net lease and STCI, as owned by Buyer, shall be responsible for all plowing, landscaping, utilities, taxes, and insurance with respect to the M▇▇▇▇▇▇ Premises; (II) have an initial term of five (5) years (the “Initial Term”), with a tenant option for additional five (5) years (the “Renewal Term”); (III) provide for a base rent of $32,000 per month during the Initial Term and base rent shall increase by six (6%) percent for the first year of the Renewal Term, if applicable, and which base rent shall increase by two (2%) percent per year for years two through five of the Renewal Term, if applicable; (IV) provide STCI, as owned by Buyer, a right of first refusal to purchase the M▇▇▇▇▇▇ Premises; (V) provide that STCI, as owned by Buyer, shall be responsible for the maintenance and upkeep of the underground fuel storage tank located on the M▇▇▇▇▇▇ Premises, as well as testing and daily-cross checking of the tank, provided, however, the UK Takeover CodeFamily Trust, as landlord, shall be responsible for issues that occur below ground, while STCI, as owned by Buyer, as tenant, shall be responsible for fuel storage issues that occur above ground, as well as the Securities Actfuel containment system currently serviced by STCI; and (VI) include, as a composite exhibit, copies of all applicable fuel tank certifications, showing the Exchange Actfuel tank to be in compliance with all applicable laws, FSMArules and regulations, the Listing Rules and any other applicable Law, each dated within thirty (30) days of the Parties agrees to use reasonable best efforts to take, or cause to be taken, or procure that its Affiliates, directors, employees and relevant professional advisors take all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable and in accordance with the prescribed timetable, the Transactions, provided that such action does not extend to requiring Harbinger to procure equity financing or give Notification initiating the Firm Offer. Each of the Parties shall with such assistance as it shall reasonably require from the other Parties procure that the Firm Offer is conducted in accordance with the applicable requirements of the UK Takeover Panel, the UK Takeover Code, FSMA, the Companies Acts, the Listing Rules, and any other applicable LawClosing Date. (b) Upon From the terms and subject to Agreement Date until the conditions Closing, except as set forth in on Schedule 4.1(b) or with the prior written consent of the Buyer or as otherwise expressly permitted or required by this Agreement, and in accordance with the Shareholders shall ensure that neither the Shareholders nor the Companies Actswill: (i) make any change in their respective Charter Documents; (ii) issue any additional Equity Interests or issue or otherwise create any options, warrants or rights to acquire any of their respective Equity Interests; (iii) increase or agree to increase the UK Takeover Codecompensation payable to the Shareholders, the Securities Act, the Exchange Act and any other applicable Law, each member of the Parties agrees to use reasonable best efforts, subject to the process set forth in Section 8.2, to take, board of directors or cause to be taken, or procure that its Affiliatesany officers, directors, managers, consultants or employees and relevant professional advisors take all actionsexcept for increases in the ordinary course consistent with past practice; (iv) make any investments (other than short-term certificates of deposit of a commercial bank or trust company) in the Equity Interests (or options, and dowarrants or rights to acquire the Equity Interests) or Indebtedness of any Person; (v) enter into any contract to incur, or cause otherwise agree to be doneincur any liability or make any capital payment or expenditure of any kind in excess of $25,000.00, and assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to obtain any Regulatory Approvals to effect the transactions referred to in Section 8.1 and otherwise as contemplated by this Agreement or the Stock Purchase Agreement, which would be obtainable within the Offer timetable ordinarily permitted under the UK Takeover Code, than in the most expeditious manner practicable. The provisions ordinary course of Article VIII their business and consistent with their past practices (it being agreed that the foregoing restriction shall apply mutatis mutandis to any filings, applications, pleadings, documents and other communications required to be filed with not prohibit or limit the Authorities in order to obtain such approvals, and any filing process shall be conducted in accordance with Section 8.2. (c) Each Party undertakes promptly to notify each other Party (and supply copies of all relevant information) ability of any fact, matter or event of which it becomes aware which has had or could reasonably be expected to have a material adverse effect on the financial, trading or business position or prospects of the Target Companies to enter into contractual obligations or otherwise be relevant to any determination as to satisfaction of the conditions of the Firm Offer, and each Party undertakes to notify each other Party (and supply copies of all relevant information) of any event or circumstance of which it becomes aware that would be likely to have a significant impact on the satisfaction of the conditions of the Firm Offer or on the implementation of the Firm Offer in accordance with its terms. (d) To the extent permitted in the time available, Harbinger shall consult with and shall keep the Company fully and promptly informed in relation to any discussions it may have with the UK Takeover Panel or other authorities concerning the offer process and in relation to any material developments incur liabilities in respect of the Firm Offer and, any existing projects pursuant to the extent permitted in the time available, Harbinger shall use its reasonable best efforts to enable the Company jointly to participate in any such discussions. (e) Each Party undertakes, in favor of each other Party, for itself and on behalf of each Person with whom it may be deemed to be acting in concert in connection with the Firm Offer for the purposes of the UK Takeover Code that it and they shall not, from the date hereof, take or omit to take any step that would or might reasonably be expected to give rise to (i) any obligation under the UK Takeover Code on the part of that other Party to make an offer for any of the shares of the Target or to resist, vary, extend or withdraw such an offer once made; or (ii) any restriction under the UK Takeover Code on the ability of that other Party to make an offer for any of the shares of the Target or restrict the terms on which an offer must be made by that other Party; or (iii) any breach of the UK Takeover Code (by that other Party), in any such case without the consent of Harbinger and the Company. (f) In relation to any announcement, public statement, circular or other document issued by any of the Parties or on its behalf in connection with the Firm Offer, the relevant Party shall, before making the same, to the extent permitted by applicable Law, inform the other Parties in writing of any proposed disclosures in the announcement, public statement, circular or other document in respect of such other Party or Parties and the announcement, public statement, circular or other document shall be, to the extent permitted in the time available subject to the approval of such other Party or Parties (not to be unreasonably withheld or delayed), save that a Party may not withhold its approval of the content of any announcement, public statement, circular or other document to the extent that such content reflects a matter that is within the discretion of the other Party in accordance with the terms and conditions of this Agreement); (vi) prepay any Indebtedness other than in the ordinary course of business consistent with past practices or as permitted herein, or create, assume or permit to be created or imposed any liens or encumbrances, upon any of its assets or properties, whether now owned or hereafter acquired other than in the ordinary course of business consistent with past practice; (vii) except as required by any applicable law or Order, (A) adopt, establish, amend or terminate any of its Employee Benefit Plans, or any other compensation plans or employee policies and procedures or (B) take any discretionary action, or omit to take any contractually required action, if that action or omission could either (y) deplete the assets of any of their Employee Benefit Plans, or (z) increase the liabilities or obligations under any such plan; (viii) sell, assign, lease or otherwise transfer or dispose of any of its owned or leased property or equipment other than in the ordinary course of its business and consistent with its past practice, or to dispose of excess or obsolete inventory or equipment other than for appropriate value; (ix) negotiate for the acquisition of any business or entity or the start-up of any new line of business; (x) waive any of their rights or claims, provided that the Companies may negotiate and adjust bills and Accounts Receivables in the course of good faith disputes with customers in a manner consistent with past practice; (xi) effect any other transaction that is not in the ordinary course of their business and consistent with their past practices or that is prohibited hereby; or (xii) amend or terminate any contract or agreement to which the Companies are a party that is not in the ordinary course of their business. (c) From the Agreement Date until the Closing, except with the prior written consent of the Buyer or as otherwise expressly permitted or required by this Agreement, the Shareholders shall not make or revoke any tax election respecting the Companies that affects the Companies, the Buyer, or the Shares. (d) Prior to the Closing, the Shareholders may amend this Agreement by preparing and delivering a Side Letter to this Agreement as agreed to by, and duly executed by, the Shareholders’ Representative and the Buyer.

Conduct of the Parties. Each Party must conduct the Project in accordance with the Protocol and under the direction of the Coordinating Investigator. The Parties also agree to act in a diligent and professional and co-operative manner and to: Conduct the Project in accordance with the Protocol; and Use the Protocol in connection with the Project and not for any other use; and Use the Project Materials for its Internal Purposes only and not for any other purpose (aunless already specified in Schedule 1) Subject without first seeking the prior written consent of HNELHD. HNLEHD will consult with any other Parties with regards to any licences or consents a Party may require in order to use the Project Materials for such purpose however, HNLEHD has the right to withhold its consent to such use in its absolute discretion; and Appoint Personnel, including Principal Investigator(s), with the necessary skills, qualifications and experience to conduct or otherwise participate in the Project and to effectively ensure that their respective Personnel are supervised at all times by their appointed Principal Investigator; and Co-operate and comply with the Co-coordinating Investigator’s directions; and Make their Investigators available at all times and if they are not available, to notify HNELHD immediately, including proposing any suitable replacement for approval by all Parties. HNELHD agrees to do the same; and Comply with all Governance and Ethics Approvals and not do anything in conflict with those approvals unless a prior written amendment to the terms Governance and conditions Ethics Approvals has been sought and obtained; and Comply with all applicable laws governing the conduct of the Project including WHS Legislation and all Health and Privacy Legislation; and Comply with, and ensure its Personnel comply with the standards set forth by the ACRCR, the NHMRC and any other polices advised by HNELHD to the Other Party(s) with regards to good ‘research conduct’; and Bear their own respective costs associated with their decision to participate in the Project and to provide for their compliance with their obligations under this Agreement, and Obtain and maintain all requisite licences, certificates required at law or by relevant industry regulations so as to allow for participation in accordance the Project; and Make the Contributions in Schedule 1 or otherwise required during the Term; Comply with any corresponding terms and conditions that may be identified in Schedule 1 as required in connection with any Party’s Contributions (and if any Contributions constitute cash to be made a Party then the Companies ActsParties agree to comply with any terms regarding payment to be made by a Party those of which will contained in the Annexure B; and Maintain complete and accurate records that reflect all work done by that Party on the Project and make those records accessible to HNELHD on request; Notify HNELHD and each other (and ensure their Personnel notify) immediately on becoming aware of the creation of new Intellectual Property Rights; and Meet at times and places that HNELHD and/or the Co-Ordinating Investigator reasonably requires the Parties to meet to discuss the Project; and Not sub-contract any part of the Project or performance of any part of the Project without seeking the prior written consent of HNELHD. HNELHD agrees not to subcontract without first seeking prior written consent of Other Party(s); and Not engage, and ensure their Personnel do not engage in any other interest, activity, project or agreement with a third party similar to the activities being carried out in this Project without first notifying the other Party; and Not knowingly infringe, and ensure its Personnel do not knowingly infringe, the UK Takeover CodeIntellectual Property rights of any person in carrying out the Project; and Not do anything that would hinder the conduct of the Project or that would cause any Party to breach their respective obligations under any applicable laws or do anything contrary or harmful to the reputation or interests of a Party. In relation to HNELHD, the Securities ActOther Party(s) must have regards to HNELHD as a Governmental Agency with public sector obligations, the Exchange Actand therefore must comply with any applicable and reasonable Commonwealth, FSMA, the Listing Rules and any other applicable Law, each Department of the Parties agrees to use reasonable best efforts to takeHealth, or cause to be taken, or procure that its Affiliates, directors, employees and relevant professional advisors take all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable and in accordance with the prescribed timetable, the Transactions, provided that such action does not extend to requiring Harbinger to procure equity financing or give Notification initiating the Firm Offer. Each of the Parties shall with such assistance as it shall reasonably require from the other Parties procure that the Firm Offer is conducted in accordance with the applicable requirements of the UK Takeover Panel, the UK Takeover Code, FSMA, the Companies Acts, the Listing Rules, and any other applicable Law. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Companies Acts, the UK Takeover Code, the Securities Act, the Exchange Act and any other applicable Law, each of the Parties agrees to use reasonable best efforts, subject to the process set forth in Section 8.2, to take, or cause to be taken, or procure that its Affiliates, directors, employees and relevant professional advisors take all actions, and do, or cause to be done, and assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to obtain any Regulatory Approvals to effect the transactions NSW Health policy either expressly referred to in Section 8.1 and otherwise as contemplated by this Agreement or the Stock Purchase Agreement, which would be obtainable within the Offer timetable ordinarily permitted under the UK Takeover Code, in the most expeditious manner practicable. The provisions of Article VIII shall apply mutatis mutandis to any filings, applications, pleadings, documents and other communications required to be filed with the Authorities in order to obtain such approvals, and any filing process shall be conducted in accordance with Section 8.2. (c) Each Party undertakes promptly to notify each other Party (and supply copies of all relevant information) of any fact, matter or event of which it becomes aware which has had or could reasonably be expected to have a material adverse effect on the financial, trading or business position or prospects of the Target or otherwise be relevant to any determination as to satisfaction of the conditions of the Firm Offer, and each Party undertakes to notify each other Party (and supply copies of all relevant information) of any event or circumstance of which it becomes aware that would be likely to have a significant impact on the satisfaction of the conditions of the Firm Offer or on the implementation of the Firm Offer in accordance with its terms. (d) To the extent permitted in the time available, Harbinger shall consult with and shall keep the Company fully and promptly informed in relation to any discussions it may have with the UK Takeover Panel or other authorities concerning the offer process and in relation to any material developments in respect of the Firm Offer and, to the extent permitted in the time available, Harbinger shall use its reasonable best efforts to enable the Company jointly to participate in any such discussionsdocument that HNELHD may provide the Other Party(s) from time to time. (e) Each Party undertakes, in favor of each other Party, for itself and on behalf of each Person with whom it may be deemed to be acting in concert in connection with the Firm Offer for the purposes of the UK Takeover Code that it and they shall not, from the date hereof, take or omit to take any step that would or might reasonably be expected to give rise to (i) any obligation under the UK Takeover Code on the part of that other Party to make an offer for any of the shares of the Target or to resist, vary, extend or withdraw such an offer once made; or (ii) any restriction under the UK Takeover Code on the ability of that other Party to make an offer for any of the shares of the Target or restrict the terms on which an offer must be made by that other Party; or (iii) any breach of the UK Takeover Code (by that other Party), in any such case without the consent of Harbinger and the Company. (f) In relation to any announcement, public statement, circular or other document issued by any of the Parties or on its behalf in connection with the Firm Offer, the relevant Party shall, before making the same, to the extent permitted by applicable Law, inform the other Parties in writing of any proposed disclosures in the announcement, public statement, circular or other document in respect of such other Party or Parties and the announcement, public statement, circular or other document shall be, to the extent permitted in the time available subject to the approval of such other Party or Parties (not to be unreasonably withheld or delayed), save that a Party may not withhold its approval of the content of any announcement, public statement, circular or other document to the extent that such content reflects a matter that is within the discretion of the other Party in accordance with the terms and conditions of this Agreement.