Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Merger and the other Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for information and documentary material that may be made by a Governmental Body pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (c) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and Party shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other Contemplated Transactions as promptly as possible and, in any event, transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto Parties agree to, or to use commercially reasonable efforts to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) obtain or cause make an appropriate filing of a Notification and Report Form pursuant to be obtained, or make or cause the HSR Act and all other filings required pursuant to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable foreign Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of with respect to the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by that the Company filing of a Notification and Parent in writing, the applicable filings (or draft filings where applicable) Report Form pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter HSR Act must be made as promptly as practicable after the date of this Agreement (and in no event later than within ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response to supply as promptly as reasonably practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to the HSR Act or any other applicable Antitrust Laws, Foreign Investment Laws or Healthcare LawsLaw. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required for or advisable under the purposes of consents or approvals required under any applicable German and Austrian Antitrust Laws or Foreign Investment Lawswithin fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party Party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) . Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions Parties agree (iA) to give each other reasonable advance notice of all substantive meetings with any Governmental Body Entity relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsapplicable to the Offer and the Merger, (iiB) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetingsmeetings or calls, (iiiC) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body Entity relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsapplicable to the Offer and the Merger, (ivD) if any Governmental Body Entity initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsapplicable to the Offer and the Merger, to promptly notify the other parties Party of the substance of such communication, (vE) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions opinions, and proposals) with a Governmental Body Entity regarding any Antitrust LawsLaws applicable to the Offer and the Merger, Foreign Investment Laws or Healthcare Laws and (viF) to provide each other with copies of all substantive written communications to or from any Governmental Body Entity relating to any Antitrust LawsLaws applicable to the Offer and the Merger; provided, Foreign Investment Laws however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or Healthcare Laws. Any applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one party Party to the others other may be redacted or made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and to implementing the extent reasonably appropriatestrategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. (cb) Notwithstanding anything in this Agreement to the contrary, Parent shallshall use reasonable best efforts to, and shall cause each of its Subsidiaries and Affiliates to use their reasonable best efforts to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws, and ”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated TransactionsEntity, in each case, to cause the Merger to occur as promptly as possible (provided that prior to the Outside Date; provided, however, that, notwithstanding this clause (iiiSection 6.6(b) shall or anything to the contrary in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does Parent shall not believe is required for the operation have any obligation to (or to cause any of the business of the Company and its Subsidiaries or (zAffiliates or the Company to) any Healthcare Lawsoffer, including (A) promptly complying with any required requests for additional information (including any second request negotiate, commit to or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effectingeffect, by consent decree, hold separate order, order or otherwise, (1) the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of the Parent and its Subsidiaries (including the Company, Surviving Corporation and its their respective Subsidiaries), or (2) and any other restrictions on the activities of Parent and its Subsidiaries (including the Company, Surviving Corporation and its their respective Subsidiaries), and (C) contestingother than, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactionseach case, to the extent necessarynecessary to obtain the required approvals or clearances under the applicable Antitrust Laws required to consummate the Merger, or any Regulatory Approval in the event such actions that such action contemplated by such clauses would not, and would not reasonably be expected to result to, individually or in a material adverse effect on the businessaggregate, condition (financial or otherwise)materially and adversely affect the business of the Company, assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its their respective Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject Nothing in this Agreement shall require any party to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action take or omit agree to take any action that would reasonably be expected with respect to materially delay its business or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred operations in connection with obtaining required approval or clearance under any filings in connection with any consents applicable Antitrust Laws unless the effectiveness of such agreement or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with action is conditioned upon the Contemplated Transactions, to the extent necessary, and the Regulatory ApprovalsClosing. (dc) Without limiting the obligations in clauses (a), (b) and (cb) of this Section 5.86.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body Entity challenging the Offer or the Merger, each of Parent, Merger Sub, Purchaser and the Company shall cooperate in all respects with each other and shall use its commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger. (ed) Prior to the Effective Acceptance Time, each party hereto the Company shall use commercially its reasonable best efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it or a Subsidiary of the Company is a party as may be necessary for the consummation of the Contemplated Transactions transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance performance, or consummation of the Contemplated Transactionstransactions contemplated by this Agreement; provided that in no event will Parent, Merger Sub, the Company or any of their respective its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval approval, or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the Merger Merger, the Distribution and the other Contemplated Transactions as promptly as possible and, in any event, transactions contemplated by or before the Outside Date. Notwithstanding anything in this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the contraryforegoing, the parties hereto agree to use commercially reasonable efforts (i)(A) make an appropriate filing of a Notification and Report Form pursuant to (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, HSR Act as promptly as practicable (and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than within ten (10) Business Days after the date of this Agreement)), and (iiB) make an appropriate response supply as promptly as practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to any Antitrust Lawsthe HSR Act and use reasonable best efforts to take all other actions necessary, Foreign Investment Laws proper or Healthcare Laws. Parent shall, with advisable to cause the reasonable cooperation expiration or termination of the Companyapplicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be responsible for making any filing taken, all actions and to do, or notification cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required for the purposes of waivers, consents or and approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Lawsfrom Governmental Entities. The parties hereto shall will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such any party hereto in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) . Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions agree (iA) to give each other reasonable advance notice of all meetings with any Governmental Body Entity relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws(B) to the extent permitted by such Governmental Entity, (ii) to give each other an opportunity to participate in each of such meetings, (iiiC) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body Entity relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ivD) if any Governmental Body Entity initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (vE) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body Entity regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (viF) to provide each other with copies of all substantive written communications to or from any Governmental Body Entity relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others other may be redacted or made on an outside counsel basis, basis if and to the extent reasonably appropriate. (c) Notwithstanding anything . Nothing in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iiiSection 5.7(a) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of require the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action take or omit agree to take any action that would reasonably be expected with respect to materially delay its business or prevent clearance by any Governmental Body operations unless the effectiveness of such agreement or to make clearance by any Governmental Body before action is conditioned upon the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory ApprovalsClosing. (db) Without limiting In furtherance and not in limitation of the obligations covenants of the parties contained in clauses (aSection 5.7(a), (b) and (c) of this Section 5.8, in if any objections are asserted with respect to the event that transactions contemplated hereby under any administrative Antitrust Law or judicial action or proceeding if any suit is instituted (or threatened to be instituted) by a the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other applicable Governmental Body Entity challenging any of the Mergertransactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub, Sub and the Company shall cooperate in all respects with each other and shall will use its commercially reasonable best efforts to contest and resist resolve any such action subject objections or proceeding and suits so as to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts permit consummation of the Merger. (e) Prior transactions contemplated by this Agreement, including in order to the Effective Timeresolve such objections or suits which, each party hereto shall use commercially reasonable efforts in any case if not resolved, could reasonably be expected to deliver any notices to prevent, materially impede or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for materially delay the consummation of the Contemplated Transactions Merger or required by the terms other transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any Contract of its assets or the assets of its Subsidiaries or the conducting of its business in a manner which would resolve such action or proceeding, in each case no later than the Outside Date; provided, however, that, notwithstanding anything to the contrary in this Section 5.7, Parent and Merger Sub shall not be obligated to take any actions, or agree to refrain from taking any actions, that, collectively, would have a material adverse effect on the combined business of the Parent Spinco and the Company and their respective Subsidiaries (including the Retained Subsidiaries), taken as a result of whole, after giving effect to the executionParent Spin, performance or consummation of the Contemplated TransactionsMerger and the other transactions contemplated by this Agreement; provided that provided, further, that, notwithstanding anything to the contrary in no event will Parent, Merger Subthis Section 5.7, the Company or will not take any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penaltyaction, or other consideration or make agree to refrain from taking any other accommodation action, pursuant to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding this Section 5.7(b) without the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining express written permission of Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the Merger Transactions, and the other Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement no party hereto shall fail to the contrary, the parties hereto agree to use commercially reasonable efforts to (i) obtain take or cause to be obtainedtaken any action that would reasonably be expected to prevent, impede or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) materially delay the consummation of the Transactions. Notwithstanding the foregoing, but subject to the provisions of the following sentences, nothing in this Agreement shall require Parent, Merger Sub I or Merger Sub II to, and no Acquired Company Disclosure Letter shall, without the prior written consent of Parent, agree to any material modification to or material accommodation under any Contract or pay any material fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions. In furtherance and not in connection limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Contemplated Transactions, in each case, Transactions within twenty (20) Business Days from the date hereof and to supply as promptly as reasonably practicable and in advisable any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to the HSR Act and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act, (ii) if required, appropriate filings under any Antitrust LawsRegulatory Law as soon as reasonably practicable and (iii) any other necessary, Foreign Investment Laws proper or Healthcare Lawsadvisable registrations, filings and notices. Subject to applicable Law, and except as required by any Governmental Entity, neither Parent nor the Company shall agree to extend any waiting period under the HSR Act or any other Regulatory Law without the prior written consent of the other party. Parent shall, with shall pay the reasonable cooperation of the Company, be responsible for making any filing or notification required fee for the purposes of consents or approvals Notification and Report Forms filed under the HSR Act and any other filings required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide pursuant to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsthis Section 5.6(a). (b) Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (c) Notwithstanding anything in this Agreement to the contrarySection 5.6(a), Parent shallagrees to, and shall will cause each of its Subsidiaries Affiliates to, (i) take any and all actions necessary to obtain any consentsavoid, clearances, or approvals required under or in connection with Antitrust Lawseliminate, and to enable resolve any and all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws any Regulatory Law or trade regulation law that may be asserted by any Governmental Body, (ii) use its commercially reasonable efforts Entity or any other Person with respect to take any the Transactions contemplated by this Agreement and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactionsall consents, to the extent necessaryapprovals, and the waivers under any Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals Law that may be required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal Entity to enable the consummation of parties to close the Contemplated Transactions, in each case, to cause the Merger to occur Transactions as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultationsreasonably practicable, including, (yi) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offeringproposing, negotiating, committing to, and and/or effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or other disposition hold separate (through the establishment of any and all a trust or otherwise) of the capital stock, such assets, equity holdings, rights, productsproperties, or businesses of Parent and or its Subsidiaries or Affiliates or of the assets, properties, or businesses to be acquired pursuant to this Agreement as are required to be divested in order to avoid the entry of any decree, judgment, injunction (including the Surviving Corporation and its Subsidiaries) and permanent or preliminary), or any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect make the ability of any party hereto to consummate the Merger and taking such actions to Transactions unlawful or would otherwise materially delay or prevent the entryconsummation of the Transactions, enactment(ii) terminating, modifying, or promulgation thereof; providedassigning existing relationships, that Contracts, or obligations of Parent and or its Subsidiaries will not or Affiliates or those relating to any assets, properties, or businesses to be required acquired pursuant to this Agreement, (iii) changing or modifying any course of conduct regarding future operations of Parent or its Subsidiaries or Affiliates or the assets, properties, or businesses to be acquired pursuant to this Agreement, or (iv) otherwise taking or committing to take any other action that would limit Parent or its Subsidiaries or Affiliates’ freedom of the actions contemplated by the foregoing clauses (B) action with respect to, or (C) as a condition by any Governmental Body their ability to obtaining any consent retain, one or approval under Foreign Investments Laws in connection more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with the Contemplated Transactions, respect to the extent necessaryassets, properties, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably businesses to be expected acquired pursuant to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit ; provided that Parent is not obligated to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before contemplated in clause (i) through (iv) unless such action is conditioned upon the Outside Date less probable in any material respect. Parent shall bear closing of the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8In addition, in the event that if any administrative or judicial action or proceeding is instituted (or threatened threatened) challenging the Transactions as violating any Regulatory Law or if any decree, order, judgment, or injunction (whether temporary, preliminary, or permanent) is entered, enforced, or attempted to be instituted) entered or enforced by a any Governmental Body challenging Entity that would make the MergerTransactions illegal or otherwise delay or prohibit the consummation of the Transactions, each of Parent, Merger Sub, Parent and the Company its Affiliates and Subsidiaries shall cooperate in take any and all respects with each other and shall use its commercially reasonable efforts actions to contest and resist defend any such action claim, cause of action, or proceeding and to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded, or overturned terminated, any decree, order, judgment, injunction, decision, or other order, injunction (whether temporary, preliminary, or permanent, that is in effect and ) that prohibits, prevents prevents, or restricts consummation of the MergerTransaction. (ed) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers Each of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger SubSub I and Merger Sub II, on the Company one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 5.6(a), Section 5.6(b) and Section 5.6(c) to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any of their respective Subsidiaries be required other Regulatory Law and to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation necessary, proper, or advisable registrations, filings and notices, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any third filing or submission and in connection with any investigation or other inquiry, including any Action initiated by a private party, (ii) promptly notify the other party of any substantive communication made or received by Parent or the Company, as the case may be, from any Governmental Entity and of any communication received or given in connection with any Action by a private party, in each case regarding any of the Transactions (iii) subject to obtain applicable Law, permit the other party a reasonable opportunity to review any consentsubstantive written communication given by it to, approval and consult with each other in advance of any scheduled substantive meeting or waiver required conference with, the FTC, the DOJ or any other Governmental Entity or party, and (iv) not agree to participate in any substantive meeting or discussion with respect to any such ContractGovernmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend or participate. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other side under this Section 5.6(d) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall not consult with any Union regarding be given only to the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall outside counsel of the recipient and will not be unreasonably withhelddisclosed by outside counsel to employees, conditioned officers, directors or delayedconsultants of the recipient or any of its Affiliates unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel. Each of the Company and Parent shall cause its respective counsel to comply with this Section 5.6(d).

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each party shall, and parties shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, properproper or advisable (including under any Antitrust Law) to consummate the transactions contemplated hereby as soon as practicable and (ii) do all things necessary, proper or advisable under applicable Laws Applicable Law and regulations to consummate the Merger and the other Contemplated Transactions transactions contemplated hereby at the earliest practicable date, including: (A) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approval, consent or expiration of any applicable waiting period (including under the HSR Act, the EU Merger Regulation or any other Antitrust Law) and duly make all notifications and other filings required under the HSR Act, the EU Merger Regulation or any other Antitrust Law and; (B) using reasonable best efforts to resolve any objection asserted with respect to the transactions contemplated hereby under any Antitrust Law raised by any Governmental Entity. (b) In furtherance and not in limitation of the provisions of Section 6.7(a), each of the parties, as applicable, agrees to prepare and file as promptly as possible andpracticable an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other appropriate filings pursuant to the EU Merger Regulation or any other Antitrust Law. Each of the Company and Parent shall bear its respective expenses, in charges and filing fees associated with the filings by the Company and Parent required under the HSR Act, the EU Merger Regulation or any event, by other Antitrust Law. (c) If a party receives a request for information or before the Outside Date. Notwithstanding anything in documentary material from any Governmental Entity with respect to this Agreement to or any of the contrarytransactions contemplated hereby then such party shall in good faith make, the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause to be obtained, or make or cause to be made, all required permitsas soon as reasonably practicable and after consultation with the other party, licensesa response which is, registrationsat a minimum, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(ain substantial compliance with such request. (d) The parties shall keep each other apprised of the Company Disclosure Letter status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereby without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to Applicable Law in connection with the Contemplated Transactions, in transactions contemplated hereby; (iii) promptly notifying each case, as promptly as practicable and in other of any event prior communications from or with any Governmental Entity with respect to the expiration of any applicable legal deadline transactions contemplated hereby; (provided that, unless otherwise agreed by the Company iv) consulting and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for information and documentary material that may be made by a Governmental Body pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate cooperating with one another, and consider in good faith the views of one another, another in connection with, and provide to the other parties in advance, any with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such any party hereto in connection with proceedings under or relating to the Antitrust Law; and (v) without prejudice to any Antitrust Lawsrights of the parties hereunder, Foreign Investment Laws and subject to Section 6.7(e)(iv), consulting and cooperating in all respects with the other in defending all lawsuits and other proceedings by or Healthcare Lawsbefore any Governmental Entity challenging this Agreement or the consummation of the transactions contemplated hereby. (be) Without limiting Notwithstanding anything to the foregoingcontrary herein, the parties hereto agree, nothing in each case in connection with the Merger this Section 6.7 shall require either Parent or the other Contemplated Transactions any of its subsidiaries to: (i) agree to give each other reasonable advance notice or to effect any divestiture of, or hold separate (including by establishing a trust or otherwise), or agree to restrict its ownership or operation of, any business or assets of all meetings with the Company or its subsidiaries or of Parent or its subsidiaries, or to enter into any Governmental Body relating settlement or consent decree, or agree to any Antitrust Lawsundertaking, Foreign Investment Laws with respect to any business or Healthcare Lawsassets of the Company or its subsidiaries or of Parent or its subsidiaries, (ii) enter into, amend or agree to give each other an opportunity to participate in each enter into or amend, any contracts or agreements of such meetingsthe Company or its subsidiaries or of Parent or its subsidiaries, (iii) to otherwise waive, abandon or alter any material rights or obligations of the extent practicable, to give each other reasonable advance notice Company or its subsidiaries or of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws Parent or Healthcare Laws, its subsidiaries or (iv) if file or defend any Governmental Body initiates lawsuit, appeal any judgment or contest any injunction issued in a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with proceeding initiated by a Governmental Body regarding any Antitrust LawsEntity, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies except in the case of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (c) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries to, clauses (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body), (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts ), that Parent shall be obligated to take any commit to and all actions necessary to obtain any other consentsundertake, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each caseif necessary, to cause the Merger a sale, divestiture, other conveyance, license or hold separate arrangement of assets that contributed up to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business 10% of the Company and its Subsidiaries or subsidiaries’ consolidated earnings before interest and taxes for the 12-month period ended June 30, 2012 (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiariesa “Required Divestiture” ), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the Parent’s obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may Required Divestiture shall be necessary for the consummation of the Contemplated Transactions or required unconditional and not qualified by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in reasonable best efforts and no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required actions taken with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company Required Divestiture shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)considered for purposes of determining whether a Material Adverse Effect has occurred.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shallwill, and shall will cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Merger and the other Contemplated Transactions as promptly as possible practicable and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to, or to use commercially reasonable efforts to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) obtain cooperate with each other to make any filing or cause to be obtained, notification required or make advisable under any Antitrust Laws or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Investment Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement))deadline, and (ii) make an appropriate response supply as promptly as practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws Law or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare LawsLaw. The parties hereto shall also will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Laws or Foreign Investment Laws or Healthcare Laws. (b) . Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions agree (iA) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Laws or Foreign Investment Laws or Healthcare Laws, (iiB) to give each other an opportunity to participate in each of such meetings, (iiiC) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Laws or Foreign Investment Laws or Healthcare Laws, (ivD) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Laws or Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (vE) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Laws or Foreign Investment Laws or Healthcare Laws and (viF) to provide each other with copies of all substantive material written communications to or from any Governmental Body relating to any Antitrust Laws, Laws or Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others other may be redacted or made on an outside counsel only basis, if deemed advisable and necessary by that party. Such materials and the information contained therein will be given only to outside counsel of the extent reasonably appropriaterecipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (cb) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries and Affiliates to, (i) take any and all such actions as may be reasonably necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and Laws or Foreign Investment Laws to enable all waiting periods under applicable Antitrust Laws or Foreign Investment Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Investment Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall and, in no way include actions with respect to (x) Labor Consultationsany event, (y) any Permit that by or before the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare LawsOutside Date, including (A) promptly complying with any required requests for additional information (including any second request or equivalentrequest) by any Governmental Body; provided, however, that Parent, its Subsidiaries and Affiliates shall not be required to (Bi) if necessary to obtain clearance by any Governmental Body before the Outside Dateoffer, offeringnegotiate, negotiating, committing commit to, and effectingor effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and or any of its Subsidiaries or Affiliates (including the Surviving Corporation and its Subsidiaries) and ), nor any other restrictions on the activities of Parent and Parent, any of its Subsidiaries or Affiliates (including the Surviving Corporation and its Subsidiaries), and (Cii) contestingcontest, defendingdefend, and appealing or appeal any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such other actions to prevent the entry, enactment, or promulgation thereof; provided. For the avoidance of doubt, that Parent and its Subsidiaries will shall not be required to take hold separate, sell, divest, license or agree to any other disposition with respect to any operations, divisions, businesses, product lines, customers, assets or relationships of Parent or any of its Affiliates (other than the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated TransactionsCompany, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its their Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees expenses and costs incurred by the parties in connection with any filings in connection with or other such actions that may be required to obtain clearance under any consents or approvals under Antitrust Laws, Healthcare Laws Law or Foreign Investments Laws in connection with Investment Law for the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger, in each case, after the initial filing in each jurisdiction. (ec) Prior to the Effective Time, each party hereto shall will use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance performance, or consummation of the Contemplated Transactions; provided that provided, that, in no event will Parent, Merger Sub, the Company either party or any of their its respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval approval, or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its commercially reasonable efforts to obtain any consents, approvals or waivers of third parties with respect to any Company Material Contracts to which the Company or any of the Company Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shallof the Company, Parent and Merger Sub shall cause its respective Subsidiaries to, use its commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the Merger and the other Contemplated Transactions as promptly as possible andTransactions, in any eventincluding, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause making all appropriate filings and submissions (and filings and submissions considered by Parent to be obtained, or make or cause advisable) under the HSR Act and with any other Governmental Authority pursuant to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under any other applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each caseor otherwise as determined by Parent, as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided thatpracticable, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and but in no event later than ten (10) Business Days after the date of this Agreement))hereof with respect to filing under the HSR Act, and (ii) shall make an appropriate response as promptly as practicable to any request for information and documentary material that may be made by a Governmental Body pursuant to any other appropriate submissions under other applicable Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with (ii) obtaining as promptly as practicable the reasonable cooperation termination of any waiting period under the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under HSR Act and any applicable foreign Antitrust Laws or Foreign Investment Laws. The Company shall, (iii) cooperating and consulting with each other in (A) determining which filings are required to be made prior to the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection Effective Time with, and provide which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the other parties in advanceEffective Time from, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party Governmental Authorities in connection with proceedings under the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsauthorizations. (b) Without limiting In connection with the foregoingefforts referenced in Section 7.07(a) and subject to applicable Law, each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, together with their respective counsel will (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to, the parties hereto agreeFederal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the Transactions and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority or, in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings any proceeding by a private party, with any Governmental Body relating to any Antitrust Lawsother Person, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. Neither Parent, Merger Sub nor the Company shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or applicable Antitrust Laws, without the prior written consent of the other. The Company, Parent, and Merger Sub may, as each deems advisable and necessary, reasonably appropriatedesignate any competitively sensitive material provided to the other under this Section 7.07 as “Outside Counsel Only Material.” Notwithstanding anything to the contrary in this Section 7.07, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries. (c) Notwithstanding anything In furtherance and not in this Agreement limitation of the covenants of the parties contained in Section 7.07(a) and Section 7.07(b), if any objections are asserted with respect to the contraryTransactions under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, Parent shallthe DOJ or any other applicable Governmental Authority or any private party challenging any of the Transactions as violative of any Antitrust Law or which would otherwise prevent, and shall cause materially impede or materially delay the consummation of the Transactions, each of its Subsidiaries toParent, (i) take any Merger Sub and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) the Company shall use its commercially reasonable efforts to take resolve any and all actions necessary such objections or suits so as to obtain any consents or approvals under Foreign Investments Laws in connection with permit consummation of the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required including in order to eliminate impediments under applicable Laws asserted by resolve such objections or suits which, in any Governmental Bodycase if not resolved, including in respect of any Lawscould reasonably be expected to prevent, order, injunction materially impede or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal materially delay the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body Authority or private party challenging the MergerMerger or any other Transaction, each of Parent, Merger Sub, Sub and the Company shall cooperate in all respects with each other and shall use its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the MergerTransactions. Parent shall be entitled to direct the antitrust defense of the Merger or any other Transactions, or negotiations with, any Governmental Authority or other Person relating to the Merger or regulatory filings under applicable Antitrust Law, subject to the provisions of Sections 7.07(a), (b), (c) and (e). The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Authority with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its commercially reasonable efforts to provide full and effective support of Parent in all material respects in all such negotiations and discussions to the extent requested by Parent. (e) Prior Notwithstanding the foregoing or any other provision of this Agreement, (i) nothing in this Section 7.07 shall limit a party’s right to the Effective Time, each party hereto terminate this Agreement pursuant to Section 9.01 and (ii) nothing in this Agreement shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will obligate Parent, Merger Sub, the Company Sub or any of their respective Subsidiaries be required Affiliates to pay, prior agree to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, (and none of the Company shall not consult with or any Union regarding Company Subsidiary shall, without the Contemplated Transactions without obtaining Parent’s prior written consent of Parent) (which consent shall not be unreasonably withheldA) sell, conditioned hold separate or delayedotherwise dispose of all or a portion of its respective business, assets or properties, or conduct its business in a specified manner, (B) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any Contract any material accommodation, (C) limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties or of the businesses, properties or assets of the Company and the Company Subsidiaries or (D) waive any of the conditions set forth in Article VIII of this Agreement.

Further Action; Efforts. (a) Subject to Each Party shall (and, in the terms case of Parent, cause each of its subsidiaries and conditions of this Agreementcontrolled Affiliates (collectively, prior to the Effective Time, each party shall, and shall cause its “Parent Group”) to) use their respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws and regulations or pursuant to any contract or agreement to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the End Date) and consummate the Transactions as soon as reasonably practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings, and to obtain as promptly as reasonably practicable (and in any event no later than the End Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Merger Transactions expeditiously. In furtherance and not in limitation of the other Contemplated Transactions foregoing, each Party hereto agrees in the event that a filing is required pursuant to the HSR Act with respect to the Transactions, to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as possible practicable and in any event within ten (10) Business Days following the date hereof, and to use its reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to any applicable Antitrust Law and to use its reasonable best efforts to take any and all other actions necessary, proper or advisable to cause the expiration or termination of any applicable waiting periods under the HSR Act as soon as practicable. Parent will be solely responsible for and pay all filing fees payable to Governmental Entities under any Antitrust Law. (b) Parent, on the one hand, and the Company, on the other hand, shall, in connection with the efforts and obligations referenced in Section 6.4(a), use its reasonable best efforts to (i) consult and cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other Party pursuant to any applicable Law in connection with the Transactions; (iii) promptly notify the other Party of any communication received by such Party from, or given by such Party 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 Transactions and, subject to applicable Law, furnish the other Party promptly with copies of all correspondence, filings and communications between them and any Governmental Entity with respect to the Transactions; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by any Governmental Entity in respect of the Transactions; and (v) permit the other Party to review any communication given by it to, and consult with each other in advance, and consider in good faith the other Party’s reasonable comments in connection with, any filing, notice, application, submission, communication, meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person. No Party shall independently participate in any eventmeeting or communication with any Governmental Entity in respect of any such filings, by investigation or before other inquiry without giving the Outside Dateother Parties sufficient prior notice of the meeting and, to the extent permitted, the opportunity to attend and/or participate therein. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause to be obtainedbut without limiting each Party’s obligations under this Section 6.4, or make or cause to be madeParent shall, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) behalf of the Company Disclosure Letter in connection Parties, control and lead all communications and strategy for dealing with the Contemplated Transactions, in each case, as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable Governmental Entities with respect to any request for information and documentary material Antitrust Law that may be made asserted by a any Governmental Body pursuant Entity with respect to the Transactions, and Parent shall, on behalf of the Parties, control and lead the defense strategy for dealing with all Proceedings challenging the Transactions that are brought by any applicable Governmental Entity with respect to any Antitrust Laws, Foreign Investment Laws or Healthcare LawsLaw. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, neither Parent nor any member of the parties hereto agree, in each case in connection with Parent Group shall extend any waiting period or comparable period under the Merger HSR Act or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings enter into any agreement with any Governmental Body relating Entity not to any Antitrust Lawsconsummate the Transactions, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to except with the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties prior written consent of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriateCompany. (c) Notwithstanding anything to the contrary set forth in this Agreement to Agreement, and in furtherance and not in limitation of the contraryforegoing, Parent shall, and shall cause each member of its Subsidiaries the Parent Group to, (i) take any and all actions necessary steps necessary, proper or advisable to obtain any consents(x) resolve, clearancesavoid, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Bodyor objections, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactionsif any, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in asserted with respect to the Transactions under any Antitrust Law or (y) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued, or that prohibitsbecomes reasonably foreseeable to be entered or issued, enjoinsthat would, restrictsor would reasonably be expected to, prevents prevent, restrain, enjoin, prohibit, make unlawful, restrict or makes illegal delay the consummation of the Contemplated Transactionscontemplated transactions, in each case, so as to cause enable the Merger Parties to occur as promptly as possible close the contemplated transactions expeditiously (provided that this clause (iii) shall but in no way include actions with respect to (x) Labor Consultations, (y) any Permit that event later than the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare LawsEnd Date), including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offeringproposing, negotiating, committing to, agreeing to and effecting, by the sale, lease, divesture, disposition, or license (or holding separate pending such disposition) of any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses, or any interests therein, of the Company or its subsidiaries, (B) taking or agreeing to restrictions or actions that after the Effective Time would limit any Party’s or its controlled Affiliates’ freedom of action or operations with respect to, or its or their ability to retain, any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses, in each case, of the Company or its subsidiaries, or interests therein, or (C) agreeing to enter into, modify or terminate existing contractual relationships, and promptly effecting the sale, lease, license, divestiture and holding separate of, assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of the Company or its subsidiaries and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto or to such restrictions or actions; provided, however, that nothing in this Agreement shall require (I) the Company or Parent to effectuate or agree to effectuate any such action unless it is conditioned upon the Closing and only effective following the Closing, or (II) Parent to effect or agree, commit or consent decreeto any divestiture, hold separate order, limitation on conduct or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing remedial action with respect to impacting any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, rights, product lines, licenses, properties, products, rights, services or results of operations businesses, or any interests therein, of Parent and or any Person other than the Company or its Subsidiaries (including the Surviving Corporation and its Subsidiaries)subsidiaries, taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvalsinterests therein. (d) Without limiting Subject to the obligations in clauses (aunder Section 6.4(c), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body Entity or private party challenging the MergerMerger or any other Transaction, or any other agreement contemplated hereby, (i) each of Parent, Merger Sub, Parent and the Company shall, and Parent shall cause each member of the Parent Group to, cooperate in all respects with each other and shall use its commercially reasonable respective best efforts to contest and resist any such action or proceeding and to have vacated, modified, suspended, eliminated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prevents, restrains, enjoins, prohibits, prevents makes unlawful, restricts or restricts delays consummation of the Transactions, and (ii) Parent shall cause each member of the Parent Group, at Parent’s cost and expense, defend through litigation on the merits of any claim or action asserted in any court, agency or other proceeding by any Person or entity (including any Governmental Entity), whether judicial or administrative, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of, or otherwise in connection with, the Transactions. Notwithstanding anything to the contrary set forth in this Agreement, and in furtherance and not in limitation of the foregoing, none of the Company, any of its subsidiaries, nor any of their respective Representatives, shall be obligated to pay or commit to pay to any Person whose approval or consent is being solicited any cash or other consideration, agree to any term or make any accommodation or commitment or incur any liability or other obligation in connection with its obligations under this Section 6.4 that is not conditioned upon consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law set forth in Article VII, obtaining any approval or an applicable Labor Agreement, the Company shall not consult with consent from any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent Person pursuant to this Section 6.4 shall not be unreasonably withhelda condition to the obligations of the Parties to consummate the Transactions. (e) Neither Parent nor Merger Sub, conditioned nor any member of the Parent Group shall, and Parent shall cause each member of the Parent Group not to, take any action, including acquiring or delayed)agreeing to acquire, including by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any Person, corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, properties or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation or such other action could reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity or private party necessary to consummate the Transactions or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity or private party seeking or entering an order prohibiting the consummation of the Transactions; or (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise. (f) Notwithstanding anything to the contrary in this Section 6.4, the Parties may, as they deem advisable and necessary, provide sensitive information and materials to the other Party on an outside counsel-only basis or directly to the applicable Governmental Entity, while, to the extent feasible, making a version in which the sensitive information has been redacted available to the other Party.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws laws and regulations to consummate the Offer, the Merger and the other Contemplated Transactions as promptly as possible andtransactions contemplated by this Agreement; provided, in any event, by or before the Outside Date. Notwithstanding anything that nothing in this Agreement Section 6.6 shall require Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). In furtherance and not in limitation of the foregoing, to the contrary, extent required under the parties hereto agree to use commercially reasonable efforts to (i) obtain HSR Act or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Foreign Antitrust Laws, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of Antitrust Laws, as applicable, with respect to the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, transactions contemplated hereby as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)hereof), and (ii) make an appropriate response to supply as promptly as reasonably practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to any the HSR Act or such Foreign Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (c) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Lawsas applicable, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain any consents consent, approvals or approvals authorizations under Foreign Investments Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. (b) Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, shall, in connection with the Contemplated Transactionsefforts referenced in Section 6.6(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Foreign Antitrust Law, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take (i) cooperate in all respects with each other in connection with any filing or submission and all actions necessary to obtain in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other consents, clearances, U.S. or approvals required in order to eliminate impediments under applicable Laws asserted by any foreign Governmental Body, including in respect Entity and of any Lawscommunication received or given in connection with any proceeding by a private party, orderin each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, injunction and consult with each other in advance of any meeting or decree conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Body Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of competent jurisdiction that may the covenants of the parties contained in Sections 6.6(a) and (b), if any objections are asserted with respect to the transactions contemplated hereby under the HSR Act or any Foreign Antitrust Law or if any suit is instituted (or threatened to be in effect that prohibitsinstituted) by the FTC, enjoinsthe DOJ or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of the HSR Act or any Foreign Antitrust Law or which would otherwise prevent, restricts, prevents materially impede or makes illegal materially delay the consummation of the Contemplated Transactionstransactions contemplated hereby, in each caseof Parent, Purchaser and the Company shall use its commercially reasonable efforts to cause the Merger resolve any such objections or suits so as to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as permit consummation of the date of transactions contemplated by this Agreement, does including in order to resolve such objections or suits which, in any case if not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Lawsresolved, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would could reasonably be expected to result in a material adverse effect on the businessprevent, condition (financial materially impede or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear consummation of the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvalstransactions contemplated hereby. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body Entity or private party challenging the MergerMerger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Merger Sub, Purchaser and the Company shall cooperate in all respects with each other and shall use its commercially respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Mergertransactions contemplated by this Agreement. (e) Prior to the Effective Purchase Time, each party hereto the Company shall use commercially its reasonable best efforts to deliver any notices to or obtain any consents, approvals, approvals or waivers of third parties with respect to any Contracts to which it the Company or any of its Subsidiaries is a party as may be necessary or appropriate for the consummation of the Contemplated Transactions transactions contemplated hereby or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactionstransactions contemplated hereby; provided provided, that in no event will Parent, Merger Sub, shall the Company or any of their respective its Subsidiaries be required to pay, pay prior to the Effective Time, Purchase Time any fee, penalty, penalty or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject Prior to the terms and conditions earlier of this Agreement, prior to the Effective TimeTime and the valid termination of the Merger Agreement in accordance with Article VII thereof, each party of the Lenders, on the one hand, and the Borrower, on the other hand, shall, and shall cause its their respective Subsidiaries to, and controlled Affiliates to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Merger and the other Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to To the contraryextent permitted by applicable Law, each of the parties hereto agree to Lenders and the Borrower will use commercially reasonable efforts to, and use commercially reasonable efforts to furnish all information concerning such party and its controlled Affiliates, if applicable, as the other party may reasonably request to, (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company Borrower and Parent the Lenders in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this the Merger Agreement (and in no event later than ten (10) Business Days after the date of this the Merger Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for information and documentary material that may be made by a Governmental Body pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, in each case, to the extent relating to the Contemplated Transactions. Parent The Borrower shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of ParentLenders, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The To the extent permitted by applicable Law, the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, in each case, to the extent relating to the Contemplated Transactions. (b) Without limiting the foregoing, each of the parties hereto Borrower, on the one hand, and the Lenders, on the other hand, agree, in each case in connection with the Merger or the other Contemplated Transactions and to the extent permitted by applicable Law (i) to give each the other party reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each the other party an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each the other party reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (v) to provide each the other party with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws Laws, and (vi) to provide each the other party with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party any of the Lenders or the Borrower to the others other party may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (c) Notwithstanding anything in this Agreement to the contrary, Parent each of the Lenders shall, and shall cause each of its Subsidiaries and controlled Affiliates to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions reasonably necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions reasonably necessary to obtain any other consents, clearances, or approvals required (as determined by Parent under the Merger Agreement) in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Lawspossible, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its the Lenders or any of their Subsidiaries or controlled Affiliates (including the Surviving Corporation and its Subsidiariessubsidiaries) and any other restrictions on the activities of Parent and its the Lenders or any of their Subsidiaries or Affiliates (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to the Merger Agreement to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries none of the Lenders will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its the Lenders or any of their Subsidiaries or Affiliates (including the Surviving Corporation and its SubsidiariesCorporation), taken as a whole, following the Contemplated Transactions. Subject to Each of the other provisions of this Agreement, including this Section 5.8, each party Lenders shall not, and shall cause each of its Subsidiaries and controlled Affiliates to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make in a manner that would result in the clearance by any such Governmental Body required to consummate the Contemplated Transactions from being obtained before the Outside Date being less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company Lenders shall cooperate in all respects with each other the Borrower and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Notwithstanding anything in this Agreement to the contrary, in no event shall any provision of this Annex C directly or indirectly obligate or require the Lenders or any of their Affiliates to waive, or otherwise impair, alter or prejudice, any of the rights or remedies granted to the Lenders or their applicable Affiliates under the Transaction Documents, the SLR Financing Agreements, the Credit Agreement or the Loan Documents, or terminate or amend or modify any of the Transaction Documents, the SLR Financing Agreements, the Credit Agreement or the Loan Documents to which the Lenders or their applicable Affiliates are parties. (f) To the extent the Lenders propose to amend Schedule A to the SLR Rollover Agreement (as copy of which, as of the date hereof, is attached hereto as Annex A) pursuant to Section 2.1 thereof after the date hereof for any reason, including to reflect (i) the incurrence or issuance of any Additional Rollover Indebtedness and/or Additional Rollover Warrants (in each case, as defined in the SLR Rollover Agreement), and (ii) any additional Topco Series A Preferred Units and/or Topco Common Units issuable to the Lenders in exchange for such Additional Rollover Indebtedness and/or Additional Rollover Warrants pursuant to Section 2.1 of the SLR Rollover Agreement, the Lenders shall (A) deliver their good faith calculations supporting such amendment to the Borrower concurrently with the delivery of such calculations to Topco, (B) consult with the Borrower in good faith regarding such calculations and any allocations between such additional Topco Series A Preferred Units and Topco Common Units in any such proposed amendment and (C) consider in good faith any and all reasonable comments made by the Borrower in good faith with respect to such calculations and any allocations between such additional Topco Series A Preferred Units and Topco Common Units in any such proposed amendment (it being understood that the Borrower will not be permitted to contest or dispute such calculations so long as such calculations are made in accordance with Section 2.1 of the SLR Rollover Agreement, and to the extent there is any such contest or dispute, the Lenders’ calculation shall control so long as such calculations are made in accordance with Section 2.1 of the SLR Rollover Agreement). (g) Prior to the earlier to occur of the Effective TimeTime and the valid termination of the Merger Agreement in accordance with Article VII thereof, each party hereto the Lenders shall, and shall cause the Holders (as defined in the SLR Rollover Agreement) to, (i) upon the terms, and subject to the satisfaction or valid waiver of the conditions precedent, set forth in the SLR Rollover Agreement, consummate the SLR Rollover Contribution (and, the Rollover Closing (as defined in the SLR Rollover Agreement) (other than in respect of actions required to be taken by Topco or Parent)) on the Closing Date on the terms described therein, and (ii) use commercially reasonable efforts to deliver any notices cause Topco and Parent to or obtain any consentsconsummate the issuance of Topco Series A Preferred Units and Topco Common Units to the Lenders pursuant to and in accordance with the SLR Rollover Agreement on the Closing Date. As a condition and inducement to the Borrower’s willingness to enter into this Agreement, approvals, or waivers of third parties with respect to any Contracts the other Transaction Documents to which it is a party and the other SLR Financing Agreements to which it is a party, the Borrower is and shall be an express third-party beneficiary of the SLR Rollover Agreement solely for purposes of causing the Holders (as may be necessary for defined in the SLR Rollover Agreement) to cause the consummation of the Contemplated Transactions or required by SLR Rollover Contribution (and, subject to the terms of any Contract as a result and conditions of the executionSLR Rollover Agreement, performance the Rollover Closing (as defined in the SLR Rollover Agreement) (other than in respect of actions required to be taken by Topco or Parent)) upon the satisfaction or valid waiver of the conditions precedent set forth therein pursuant to and in accordance with Section 2.1 and Section 2.2 of the SLR Rollover Agreement, and the Borrower shall be entitled to enforce those provisions of the SLR Rollover Agreement, including pursuant to Section 9 of the SLR Rollover Agreement, to cause the Holders to cause the consummation of the Contemplated Transactions; provided that in no event will ParentSLR Rollover Contribution (and, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior subject to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding terms and conditions of the foregoing, except as required by applicable Law or an applicable Labor SLR Rollover Agreement, the Company shall not consult Rollover Closing (as defined in the SLR Rollover Agreement) (other than in respect of actions required to be taken by Topco or Parent)) upon the satisfaction or valid waiver of the conditions precedent set forth therein pursuant to and in accordance with any Union regarding Section 2.1 and Section 2.2 of the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheldSLR Rollover Agreement, conditioned or delayed)as if the Borrower were a direct party thereto.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective TimeClosing, each party shall, and shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Merger and the other Contemplated Transactions as promptly as possible and, in any event, Offer by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to to, (i) obtain or cause in cooperation and consultation with each other, make an appropriate filing of a Notification and Report Form pursuant to be obtained, or make or cause the HSR Act and all other filings required pursuant to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable foreign Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of with respect to the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, Transactions as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by that the Company filing of a Notification and Parent in writing, the applicable filings (or draft filings where applicable) Report Form pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter HSR Act must be made as promptly as practicable after the date of this Agreement (and in no event later than within ten (10) Business Days after the date of this the Agreement)), unless otherwise agreed to by the Company and Parent in writing) and (ii) make an appropriate response to supply as promptly as reasonably practicable to any request for additional information and documentary material that may be made by a Governmental Body requested (including pursuant to a second or similar request) pursuant to the HSR Act or any other Antitrust Laws, Foreign Investment Laws or Healthcare LawsLaw. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification notification, or draft filing as may be the case, required for the purposes of consents or approvals required advisable under any applicable foreign Antitrust Laws or Foreign Investment Laws. The as promptly as reasonably practicable after the date of this Agreement, unless otherwise agreed to by the Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Lawsand Parent in writing. The parties hereto shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by by, or on behalf of of, such party in connection with proceedings under or relating to any Antitrust Laws; provided, Foreign Investment Laws however, that Parent shall have the right to devise, control and direct the strategy and timing for, and making of all material decisions relating to (and shall take the lead in all meetings and communications with any Governmental Body relating to), obtaining any Consent of a Governmental Body contemplated by this Section 5.6, including resolving any Action related to any such Consent; provided, further, however, in devising, controlling and directing the strategy and timing for, and making of all material decisions relating to obtaining any Consent of a Governmental Body contemplated by this Section 5.6 Parent must at all times use its reasonable best efforts to consummate the Offer by or Healthcare Laws. (b) before the Outside Date. Without limiting the foregoing, the parties hereto agree, in each case agree (A) to furnish to the other such information and assistance as the other may reasonably request in connection with the Merger obtaining any Consent or the other Contemplated Transactions any Action under or relating to Antitrust Laws or otherwise relating to or to facilitate a Remedy, (iB) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsotherwise relating to or to facilitate a Remedy, (iiC) to give each other an opportunity to participate in each of such meetings, (iiiD) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ivE) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (vF) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (viG) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others other may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. Parent shall pay all filing fees in connection with any filings that may be required by this Section 5.6(a). (cb) Notwithstanding anything In furtherance of, and without limiting the efforts referenced in this Agreement to the contrarySection 5.6(a), Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, clearances or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, the EU Merger Regulation and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws, and ”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger Offer to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect be consummated prior to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare LawsOutside Date, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, license or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, products or businesses of Parent and its Subsidiaries (including the Surviving Corporation Company and its Subsidiaries) ), and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation Company and its Subsidiaries) (the foregoing and any other action contemplated by this Section 5.6(b), a “Remedy”). To assist Parent in complying with its obligations set forth in this Section 5.6, the Company shall (and shall cause its Subsidiaries to) enter into one or more agreements requested by Parent to be entered into by any of them prior to the Closing with respect to a Remedy. Without Parent’s prior written consent, the Company shall not (and shall not permit any of its Subsidiaries to) take or cause to be taken, do or cause to be done, offer, negotiate, commit to or effect any Remedy. For the avoidance of doubt, no party hereto (or their respective Subsidiaries) shall be required pursuant to this Section 5.6 to offer, negotiate, commit to or effect any Remedy that is not conditioned upon the Closing. Notwithstanding anything in this Agreement to the contrary, (i) Parent’s obligation to (and to cause its Subsidiaries (including for this purpose, the Company and its Subsidiaries) to) offer, negotiate, commit to or effect any Remedy or Remedies shall be limited to (a) total ankle replacement products and services and (b) other products and services that represented, individually or in the aggregate, less than $25,000,000 of annual revenue generated during the 2018 fiscal year, and (Cii) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will shall not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and cause its Subsidiaries (including for this purpose, the Surviving Corporation Company and its Subsidiaries) to) offer, negotiate, commit to or effect any Remedy or Remedies other than those required pursuant to clause (i), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (dc) Without limiting the obligations in clauses (a), (b) and (cb) of this Section 5.85.6, including Parent’s right to devise, direct and control the strategy relating to such actions or proceedings, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Mergerany Transaction, each of Parent, Merger Sub, Buyer and the Company shall cooperate in all respects with each other and shall use its commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, decision or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the MergerTransactions. (ed) Prior to the Effective Acceptance Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, approvals or waivers of third parties with respect to any Contracts to which it (or any Subsidiary of the Company) is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that provided, that, notwithstanding anything to the contrary in this Agreement, except in order to effect a Remedy in accordance with the terms of this Agreement, in no event will Parent, Merger SubBuyer or the Company be required to pay or make or commit to pay or make (and without the prior written consent of Parent, none of the Company or any of their respective its Subsidiaries be required shall pay or make or commit to paypay or make), prior to the Effective TimeClosing, any fee, penalty, penalty or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding . (e) Each of the foregoingparties agrees that, except as required by applicable Law between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with Article VI, it will not, and will ensure that none of their respective Subsidiaries will, consummate, or an applicable Labor Agreemententer into any agreement providing for, any investment, acquisition or other business combination that would reasonably be expected to materially delay or prevent the Company shall not consult with any Union regarding consummation of the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Transactions.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, Party will cooperate with each other Party and shall use (and cause its their respective Subsidiaries to, use its commercially to use) their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the Merger as soon as reasonably practicable. In furtherance and not in limitation of the other Contemplated Transactions foregoing, each Party hereto agrees (i) to make, if required, appropriate filings under any Antitrust Law as promptly as possible andreasonably practicable, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement including an appropriate filing of a Notification and Report Form pursuant to the contraryHSR Act, with respect to the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, transactions contemplated hereby as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than within ten (10) Business Days after the date of this Agreement)), hereof and (ii) make an appropriate response as to reasonably promptly as practicable provide to any request for information each and documentary material that may be made by a every federal, state, local or foreign court or Governmental Body pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, Entity with the reasonable cooperation jurisdiction over enforcement of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws Law (“Government Antitrust Entity”) all non-privileged information and documents requested by any Government Antitrust Entity or Foreign Investment Lawsthat are necessary, proper or advisable to permit the consummation of the transactions contemplated by this Agreement. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes and Parent shall each request early termination of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider waiting period provided for in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare LawsHSR Act. (b) Without limiting Each of Parent and Merger Sub, on the foregoingone hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 5.6(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) reasonably cooperate in all respects with each other in connection with any filing or submission to and in connection with any investigation or other inquiry by a Governmental Entity, (ii) keep the other Party reasonably informed of the status of any notice, approval, investigation or inquiry under Antitrust Law, or any other material investigation or other inquiry by a Governmental Entity, relating to the completion of the Merger, including promptly forwarding to the other Party any notices or any other communication received by any of such Persons to it or its Subsidiary (or the Representatives of either of them) from, or given by such Party to, the parties hereto agreeFederal Trade Commission, the Antitrust Division of the DOJ or any other U.S. or foreign Governmental Entity, in each case in connection with regarding any of the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, transactions contemplated hereby and (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify permit the other parties of the substance of such communication, (v) to provide each other with Party a reasonable advance opportunity to review and comment upon all on any substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with communication to be given to a Governmental Body regarding Entity in connection with the matters that are the subject of this Agreement and to have its comments considered in good faith. Neither the Company nor Parent shall permit any Antitrust Lawsof its officers or any other Representatives to participate in any meeting or substantive telephone discussion with any Governmental Entity in respect of any filings, Foreign Investment Laws investigation or Healthcare Laws other inquiry with respect to the Merger or other transactions contemplated by this Agreement unless to the extent practicable (i) it consults with the other Party in advance and (viii) to provide the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate in such meeting or substantive telephone discussion. Notwithstanding the foregoing, the Company and Parent may, as each other with copies of all substantive written communications to or from deems advisable and necessary, reasonably designate any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party competitively sensitive material provided to the others other side under this Section 5.6(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient dealing with Antitrust Law matters, and will not be disclosed by such outside counsel to employees, officers, directors or consultants of the recipient or any of its Affiliates unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel. Each of the Company and Parent shall cause its respective counsel regarding Antitrust Law to comply with this Section 5.6(b). Notwithstanding anything to the contrary in this Section 5.6(b), materials provided to the other Party or its counsel may be redacted or made on an outside counsel basis, if to remove references concerning the valuation of the Company and to the extent reasonably appropriateprivileged communications. (c) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to Section 5.6(a) and Section 5.6(b), but subject to Section 5.6(d), each of the Company (in the case of Section 5.6(c)(ii) set forth below) and Parent (in all cases set forth below) agree to take or cause to be taken the following actions: (i) the prompt use of its reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment under Antitrust Laws that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person under Antitrust Laws, including any Governmental Entity, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions; and (ii) the prompt use of its reasonable best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree under Antitrust Laws is entered, issued or enacted, or becomes reasonably foreseeable to be entered, issued or enacted, in any proceeding, review or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by this clause (ii) of paragraph (c)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or enactment so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither Parent shall, and shall cause each nor any of its Subsidiaries toshall be obligated, in connection with any Antitrust Law (including in connection with any Action arising thereunder) or by any Government Antitrust Entity, to (i) take proffer to, agree to or become subject to any and all actions necessary to obtain order, judgment or decree to, sell, license or dispose of or hold separate, before or after the Closing, any consentsassets, clearancesbusinesses, product lines or interest in any assets or businesses of Parent or any of its Affiliates or the Company or any of its Subsidiaries, or approvals required under to consent to any sale, license, or in connection with Antitrust Lawsdisposition, and or agreement to enable all waiting periods under applicable Antitrust Laws to expiresell, and to avoid license or eliminate impediments under applicable Antitrust Laws asserted dispose, by the Company or any Governmental Bodyof its Subsidiaries, of any of their assets or businesses or product lines, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactionsproffer to, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearancesagree to, or approvals required become subject to any order, judgment or decree to make or accept, any changes, modifications, limitations or restrictions in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect the operations of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, assets or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries Subsidiaries, or (iii) proffer to or agree to any new concession, accommodation or liability; provided that, Parent shall be required to payconsent to the sale, license, disposition, holding separate of, or an agreement to sell, license, dispose of or hold separate, assets of the Company and the Company’s Subsidiaries or any changes, modifications, limitations or restrictions in the operations of any assets or businesses of the Company or any of the Company’s Subsidiaries or any concession, accommodation or liability, solely with respect to the assets, businesses or product lines (or interests therein), or operations, of the Company and its Subsidiaries (but not, for the avoidance of doubt, Parent or its Subsidiaries (other than the Company and its Subsidiaries)), to the extent that (A) such sale, license, disposition, holding separate, change, modification, limitation, restriction, concession, accommodation or other matter or agreement to sell, license, dispose of, hold separate, modify, limit, restrict, make a concession or accommodation or incur a liability, or other matter, is required by a Government Antitrust Entity in order to obtain any consent or approval referred to in Section 6.1(b) and (B) such sale, license, disposition, holding separate or agreement to sell, license, dispose of, hold separate, change, modification, limitation, restriction, concession, accommodation, liability or other matter (or agreement to do any of the foregoing), taken together with all other such sales, licenses, dispositions, holdings separate, changes, modifications, limitations, restrictions, concessions, accommodations, liabilities or other matters (and agreements to do any of the foregoing) Parent and its Subsidiaries have agreed or become subject to pursuant to this proviso, would not materially diminish the value of the Acquired Companies taken as a whole. Neither the Company nor any of its Subsidiaries shall proffer to, agree to or become subject to any of the items set forth in clauses (i), (ii) and (iii) of the preceding sentence without the prior written consent of Parent, and none of the Company nor any of its Subsidiaries shall be required to agree to any of the items set forth in clauses (i), (ii) and (iii) of the preceding sentence (or contemplated by the proviso thereof) that is not conditioned on the occurrence of the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor . (e) For purposes of this Agreement, “Antitrust Law” means the Company shall not consult with any Union regarding ▇▇▇▇▇▇▇ Act, as amended, the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld▇▇▇▇▇▇▇ Act, conditioned as amended, the HSR Act, the Federal Trade Commission Act, as amended and all other Laws that are designed or delayed)intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the Merger and the other Contemplated Transactions as promptly as possible andTransactions, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to including: (i) obtain obtaining all necessary actions or cause to be obtainednon-actions, or make or cause to be madewaivers, consents, qualifications and approvals from Governmental Entities and making all required permits, licenses, necessary registrations, certificatesfilings and notifications and taking all reasonable steps as may be necessary to obtain an approval, authorizationsclearance, ordersnon-action letter, exemptionswaiver or exemption from any Governmental Entity (including under the HSR Act and the Requisite Regulatory Approvals); (ii) obtaining all necessary consents, clearancesqualifications, consents and approvals under applicable Antitrust Lawsapprovals, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(awaivers or exemptions from non-governmental third parties; (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, but excluding any lawsuits or other legal proceedings brought by or against any Insurance Regulator; and (iv) executing and delivering any additional documents or instruments necessary to consummate the Transactions and to carry out this Agreement (it being acknowledged and agreed that no Parent Company Disclosure Letter shall be obligated to, and no Acquired Company shall, without the prior written consent of Parent (which consent shall be in the sole discretion of Parent), in connection with the Contemplated actions contemplated by the foregoing clauses (ii) and (iv), agree to any modification to or accommodation under any Contract or pay any fee, penalty or other consideration to any third party for or relating to any consent or approval required for the consummation of the Transactions). In furtherance and not in limitation of the foregoing, in each caseparty hereto agrees to make, if required, appropriate filings and registrations under applicable Regulatory Laws and Insurance Laws. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions within a reasonable time period not to exceed fifteen (15) days after the date hereof and to supply as promptly as reasonably practicable and in advisable any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for additional information and documentary material that may be made requested by a any Governmental Body Entity pursuant to any Antitrust Lawsthe HSR Act and to take all other commercially reasonable actions necessary, Foreign Investment Laws proper or Healthcare Lawsadvisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. Parent shallEach party hereto agrees to make appropriate filings of Applications for Approval of Acquisition of Control Statements, or “Form A” statements, and all related filings, with respect to the Transactions with the applicable Insurance Regulators, as applicable, as soon as practicable after the date hereof and to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be reasonably requested by any Insurance Regulator pursuant to the Insurance Laws and to take all other commercially reasonable cooperation actions necessary, proper or advisable to obtain the applicable consents and approvals of the applicable Insurance Regulators as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, be responsible on the other hand, shall, in connection with and without limiting the obligations to use certain efforts referenced in Section 5.7(a), to the extent relating to the requisite approvals, authorizations and clearances for making the Transactions under the HSR Act and the other Regulatory Laws and the Insurance Laws, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or notification required submission and in connection with any investigation or other inquiry, including any Action initiated by a private party, (ii) keep the other reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), any Insurance Regulator or any other Governmental Entity and of any communication received or given in connection with any Action by a private party, in each case regarding any of the Transactions, (iii) permit the other a reasonable opportunity to review any substantive written communication given by it to, and consult with each other in advance of any scheduled substantive meeting, discussion or conference with, the FTC, the DOJ, any Insurance Regulator or any other Governmental Entity or, in connection with any Action by a private party, with any other Person, and, to the extent permitted by the FTC, the DOJ, such Insurance Regulator or such other applicable Governmental Entity or other Person, as applicable, give the other the reasonable opportunity to attend and participate in such meetings, discussions and conferences and (iv) to the extent practicable and subject to the other provisions in this Section 5.7, attempt to confer in good faith in order to (A) exchange and review respective views and positions with the other as to potential Materially Burdensome Conditions and (B) discuss and present to, and engage with, the applicable Governmental Entity regarding any approaches or actions that could mitigate the scope or impact of a potential Materially Burdensome Condition so that it does not become a Materially Burdensome Condition. Parent and the Company shall promptly advise each other upon receiving any communication, including promptly furnishing each other copies of any written or electronic communication, and shall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any requisite approval, authorization or clearance for the purposes Transactions under the HSR Act or any Requisite Regulatory Approval will not be obtained or that the receipt of consents any such approval, authorization or approvals required under any applicable Antitrust Laws clearance or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, Requisite Regulatory Approval will be responsible for making any filing materially delayed or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Lawsconditioned or impose or require a Materially Burdensome Condition. The parties hereto shall will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals to be made or submitted by or on behalf of such any party hereto, including reasonable access to any materials submitted in connection with any proceedings under or relating to the HSR Act or any Antitrust Lawsother applicable Regulatory Law, Foreign Investment Laws or Healthcare Laws. (b) Without limiting including any proceeding under 16 C.F.R. § 803.20. Notwithstanding the foregoing, the parties hereto agree(A) Parent shall have final approval over all matters pertaining to any Action, in each case meeting, discussion, conference or response in connection with the Merger HSR Act and any Requisite Regulatory Approval and (B) the Company and Parent may, as each deems advisable and necessary (after consultation with the Company’s or Parent’s outside legal counsel, as applicable), reasonably designate any competitively sensitive material provided to the other Contemplated Transactions side under this Section 5.7(b) as Competitively Sensitive Information (ias defined in the Confidentiality Agreement (for the avoidance of doubt, as supplemented by the letter agreement, dated as of January 29, 2018 (the “Clean Team Addendum”), by and between the Company and Parent)). Such materials and the information contained therein shall be given only to the Clean Team Member (as defined in the Clean Team Addendum) to give each other reasonable advance notice of all meetings with any Governmental Body and the outside counsel for matters relating to Regulatory Law of the recipient and will not be disclosed by such Clean Team Member or outside counsel to employees, officers, directors or consultants of the recipient or any Antitrust Lawsof its Affiliates, Foreign Investment Laws unless expressly provided for in and in compliance with the terms and conditions set forth in the Confidentiality Agreement (for the avoidance of doubt, as supplemented by the Clean Team Addendum)) or Healthcare Lawsexpress permission is obtained in advance from the Company or Parent, (ii) to give each other an opportunity to participate in each as the case may be, or its outside legal counsel. Each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body Company and Parent shall cause the Clean Team Member and its respective outside legal counsel for matters relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, Regulatory Law to promptly notify the other parties of the substance of such communication, (v) to provide each other comply with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriatethis Section 5.7(b). (c) Without limiting any other obligations of Parent hereunder, Parent will use its reasonable best efforts to respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Entity with respect to the Transactions and use reasonable best efforts to take any and all action necessary to ensure that each requisite approval, authorization or clearance under the HSR Act and each Requisite Regulatory Approval is obtained by the Outside Date, in each case, without imposing or requiring a Materially Burdensome Condition. (d) Notwithstanding anything in this Agreement to the contrary, no Parent Company shall be obligated to, and no Acquired Company shall, and shall cause each without the prior written consent of its Subsidiaries Parent, consent to, take or refrain from taking, or offer or commit or consent to take or refrain from taking (i) take any and all action that involves (A) making any divestiture or disposition of any portion of any business or assets, (B) licensing any portion of any business or assets, (C) accepting or entering any consent decree or hold separate order or (D) placing any assets in trust, in each case by Parent or any of the other Parent Companies or the Company or any of the other Acquired Companies or any of their respective Affiliates, in each case except for such actions necessary related to obtain any consentsde minimis assets (with such assets measured on a scale relative to the Acquired Companies, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Bodytaken as a whole), (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction action that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including involves (A) promptly complying with accepting or entering into any required requests for additional information (including any second request operational restriction or equivalent) by any Governmental Bodyrestriction on the payment or declaration of dividends, (B) if necessary to obtain clearance by making any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, capital commitment or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) guaranty or (C) as entering into any capital support agreement, statement of support, guarantee, keep well or other similar capital maintenance undertaking to maintain a condition by any Governmental Body to obtaining any consent minimum risk-based capital level or approval under Foreign Investments Laws rating, in each case with respect to, or in connection with with, Parent or the Contemplated Transactions, to other Parent Companies or the extent necessary, Company or the other Acquired Companies or any Regulatory Approval of their respective Affiliates which, in the event that each case and together with any other such action contemplated by such clauses action, would or would reasonably be expected to result in a material adverse effect on detract from the business, condition (financial or otherwise), assets, operations, or results of operations of benefits reasonably expected to be derived by Parent and its Subsidiaries the other Parent Companies as a result of the Merger (including with such benefits measured on a scale relative to the Surviving Corporation and its Subsidiaries)Acquired Companies, taken as a whole, following the Contemplated Transactions. Subject whole and to include Parent’s ability to operate its business after giving effect to the other provisions of this AgreementMerger), including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take (iii) any action that would reasonably be expected to materially delay have a Company Material Adverse Effect or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. a Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust LawsMaterial Adverse Effect, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, after giving effect to the extent necessaryMerger (with such materiality measured on a scale relative to the Acquired Companies, and taken as a whole), in each case of the Regulatory Approvals. (d) Without limiting the obligations in immediately foregoing clauses (ai), (bii) and (c) of this Section 5.8iii), in whether before or after the event that any administrative or judicial action or proceeding is instituted Closing (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacatedaction, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Mergera “Materially Burdensome Condition”). (e) Prior Notwithstanding anything to the Effective Timecontrary contained in this Agreement, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company shall a party hereto or any of their respective Subsidiaries its Affiliates be required by a Governmental Entity to pay, prior agree to the Effective Time, any fee, penaltytake, or other consideration or make enter into any other accommodation to any third party to obtain any consentaction, approval or waiver required with respect to any such Contract. Notwithstanding which action is not conditioned upon the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Closing.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each party shall, and parties shall cause use (x) its respective Subsidiaries to, use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things reasonably necessary, properproper or advisable (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things reasonably necessary, proper or advisable under applicable Laws Law to consummate the Merger and the other Contemplated Transactions as promptly as possible and, in any event, transactions contemplated by or before the Outside Date. Notwithstanding anything in this Agreement to at the contraryearliest practicable date, the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for information and documentary material that may be made by a Governmental Body pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (c) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including including: (A) promptly complying with any causing the preparation and filing of all forms, registrations and notices required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act and (B) defending all Actions by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (y) reasonable best efforts to resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law or Foreign Merger Control Law raised by any Governmental Entity and to prevent the entryentry of any Order, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decreeOrder of any Governmental Entity that would prevent, judgmentprohibit, injunction, decision, restrict or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts delay the consummation of the Mergertransactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of Section 6.3(a), each of the parties, as applicable, agrees to prepare and file as promptly as reasonably practicable any filings required to be made under any Antitrust Law or Foreign Merger Control Law; provided that, in any event, an appropriate Notification and Report Form pursuant to the HSR Act shall be prepared and filed as soon as reasonably practicable but in no event later than eight Business Days. Parent shall pay all filing fees for the filings required under any Antitrust Law or Foreign Merger Control Law by the Company and Parent. Each of Parent and the Company agrees to promptly comply with any Request for Additional Information and Documentary Materials ( a “Second Request”) from the relevant Governmental Entity pursuant to the HSR Act and in any event within ninety calendar days of receipt of such Second Request. (c) The parties shall keep each other apprised of the status of significant matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law or Foreign Merger Control Law and coordinating with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all material communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any material notification to any Governmental Entity in relation to the transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing, to the extent permitted by Law, to the other party all necessary information that the other party may reasonably request in connection with filings required to be made by such other party under Antitrust Laws and Foreign Merger Control Laws; and (iii) promptly notifying each other of any material communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by Law or Governmental Entity that each of the parties is given the opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement. (d) In addition, each of the parties shall take, or cause to be taken, all other action and to do, or cause to be done, all other things reasonably necessary, proper or advisable under all Antitrust Laws to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts to obtain the expiration of all waiting periods and obtain all other approvals and any other consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement. (e) Prior Notwithstanding anything to the Effective Timecontrary set forth in this Agreement, each party hereto including without limitation, the provisions of Section 6.3(a), Parent and its Subsidiaries shall use commercially reasonable efforts to deliver any notices to or obtain any consentshave no obligation to: (i) sell, approvalsdivest, or waivers otherwise convey any assets, categories, portions or parts of third parties assets or businesses of the Company or its Subsidiaries or Parent or its Subsidiaries; (ii) agree to sell, divest, or otherwise convey any asset, category, portion or part of an asset or business of the Company or its Subsidiaries or Parent or its Subsidiaries at any time; (iii) license, hold separate or enter into similar arrangements with respect to any Contracts to which it is a party as may be necessary for the consummation assets of the Contemplated Transactions Company, or required by the terms its Subsidiaries or Parent or its Subsidiaries; or (iv) alter, modify, terminate or cancel any existing relationships, contracts, rights, obligations, policies or practices of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or its Subsidiaries or Parent or its Subsidiaries, as a condition to obtaining any and all expirations of their respective Subsidiaries waiting periods under the HSR Act or Consents from any Governmental Entity or otherwise. (f) Any exchange of privileged and/or confidential information and materials by the parties pursuant to this Section 6.3 shall be required to pay, prior subject to the Effective TimeJoint Defense, any feeCommon Interest and Confidentiality Agreement dated as of August 2, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)2012 between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws to consummate the Offer, the Merger and the other Contemplated Transactions as promptly as possible and, in any event, transactions contemplated by or before the Outside Datethis Agreement. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause make all filings required by applicable foreign Antitrust Laws with respect to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, Merger as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement))deadline, and (ii) make an appropriate response supply as promptly as practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare LawsLaw. The parties hereto shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such any party hereto in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) . Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions agree (iA) to give each other reasonable advance notice of all meetings with any Governmental Body Entity relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iiB) to give each other an opportunity to participate in each of such meetings, (iiiC) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body Entity relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ivD) if any Governmental Body Entity initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (vE) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body Entity regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (viF) to provide each other with copies of all substantive written communications to or from any Governmental Body Entity relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others other may be redacted or made on an outside counsel basis, basis if and to the extent reasonably appropriate. (c) . Notwithstanding anything in this Agreement to the contrary, Parent shallagrees, and shall cause each of its Subsidiaries toand Affiliates, (i) to take any and all actions reasonably necessary to obtain any consents, clearances, clearances or approvals (x) required under or in connection with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws, and ”) or (y) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated TransactionsEntity, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect prior to the Outside Date, including but not limited to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A1) promptly complying with or modifying any required requests for additional information (including any second request or equivalentrequest) by any Governmental BodyEntity, (B2) if necessary to obtain clearance by any Governmental Body Entity before the Outside Date, offering, negotiating, committing to, to and effecting, by consent decree, hold separate order, order or otherwise, the sale, divestiture, license, license or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, products or businesses of the Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C3) contesting, defending, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree, decree or ruling or statute, rule, regulation, regulation or executive order that would adversely affect the ability of any party hereto to consummate the Offer and the Merger and taking such other actions to prevent the entry, enactment, enactment or promulgation thereof; provided, that however, Parent and its Subsidiaries will shall not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessaryaction if such action would, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in to, have a material adverse effect impact on the business, condition (financial Company or otherwise), assets, operations, or results of operations of on Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each Each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall will bear the filing fees expenses and costs incurred by such party in connection with any competition filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with and submissions which may be required by such party for the Contemplated Transactions, to consummation of the extent necessary, Offer and the Regulatory ApprovalsMerger pursuant to this Agreement. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body Entity challenging the Offer or the Merger, each of Parent, Merger Sub, Purchaser and the Company shall will cooperate in all respects with each other and shall will use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger. (ec) Prior to the Effective Acceptance Time, each party hereto shall will use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, approvals or waivers of third parties with respect to any Permits, Environmental Permits or Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactionstransactions contemplated by this Agreement; provided provided, that in no event will Parent, Merger Sub, the Company any party or any of their respective its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, penalty or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding . (d) To the foregoing, except as required extent the transactions contemplated by applicable Law or an applicable Labor Agreementthis Merger require action by the Company under the Industrial Site Recovery Act (“ISRA”) (N.J.S.A. 13:1K and N.J.A.C. 7:26B), the Company will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger under ISRA. Parent shall not consult cooperate in all commercially reasonable respects to facilitate compliance with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)ISRA.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to, or to use commercially reasonable efforts to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) obtain or cause make an appropriate filing of a Notification and Report Form pursuant to be obtained, or make or cause the HSR Act and all other filings required pursuant to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents applicable foreign Antitrust Laws with respect to the Offer and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, Merger as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) filing of a Notification and Report Form pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter HSR Act must be made as promptly as practicable after the date of this Agreement (and in no event later than within ten (10) Business Days after the date of this the Agreement)), ) and (ii) make an appropriate response to supply as promptly as practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to the HSR Act or any other Antitrust Laws, Foreign Investment Laws or Healthcare LawsLaw. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under foreign Antitrust Laws within ten (10) Business Days after the date of this Agreement, unless otherwise agreed to by the Company and Parent in writing. (b) Notwithstanding anything in this Agreement to the contrary, Parent shall have the right, following good faith consultation and consideration of the views of the Company, to direct the strategy and timing for the purposes of consents or approvals required obtaining any necessary approval under any applicable Antitrust Laws and in connection with the timing, form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or Foreign Investment submitted by or on behalf of any Party hereto in connection with any Action under or relating to any Antitrust Laws. The Company shallIf any Action, with including any Action brought by a Person other than a Governmental Body, is instituted (or threatened to be instituted) challenging the Offer or Merger as violative of any Antitrust Law, Parent shall have the right to direct and control all communications, strategy and defense of this Agreement, the Offer or the Merger in any such Action. (c) Without limiting the generality of anything contained in this Section 6.6, the parties shall use their respective reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall best efforts to (i) consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any substantive analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (bii) Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iiiii) to give each other an opportunity to participate in each of such meetings, (iiiiv) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ivv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (vvi) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vivii) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies documents or information provided by one party to the others other pursuant to this Section 6.6(c) may be redacted or made on an may be shared only with outside counsel basisand outside consultants retained by such counsel, if and in each case, to the extent reasonably appropriaterequired in order to (A) remove references to valuation of the Company or the identity of alternative acquirers, (B) comply with existing contractual arrangements, or (C) protect attorney-client privilege. Each party shall supply as promptly as practicable such information, documentation, other material or testimony that may be reasonably requested by any Governmental Body, including by responding at the earliest reasonably practicable date with any request for additional information, documents or other materials, including any “second request” under the HSR Act, received by any party or any of their respective Subsidiaries from any Governmental Body in connection with such applications or filings for the Offer or Merger under applicable Antitrust Laws. (cd) Notwithstanding anything in this Agreement to the contrary, Parent each Party shall, and shall cause each of its respective Subsidiaries and Affiliates to, (i) use its reasonable best efforts to take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the S▇▇▇▇▇▇ Act, as amended, the C▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws, and ”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall and, in no way include actions with respect to (x) Labor Consultationsany event, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries by or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, . The parties hereto agree that the use of “reasonable best efforts” in this Section 6.6(d) shall include (i) offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, such assets or businesses of Parent the Company and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) Subsidiary, and any other restrictions on the activities of Parent the Company and its Subsidiaries Subsidiary, in each case (including x ) as may be required in order to avoid the Surviving Corporation and its Subsidiaries)entry of, and (C) contestingor to effect the dissolution of, defendingany injunction, and appealing any threatened or pending preliminary or permanent injunction temporary restraining order or other order, decree, or ruling or statute, rule, regulation, or executive order in any Action that would adversely affect otherwise have the ability effect of any party hereto to consummate preventing or materially delaying the consummation of the Merger and taking such actions (y) conditioned upon the consummation of the Merger and (ii) initiating any litigation or defend any litigation of any claim asserted in any Action by any Person, including any Governmental Body, seeking to prevent delay, restrain, prevent, enjoin or otherwise prohibit consummation of the entry, enactmentMerger; provided that in no event shall anything in the Agreement require, or promulgation thereof; providedbe construed to require, that Parent and its Subsidiaries will not be required to take any of Parent, the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessaryCompany, or any Regulatory Approval in the event that of their respective Affiliates to (A) take, or agree to take, any such action contemplated by such clauses would actions unless all actions collectively are not reasonably likely to be expected material to result in a material adverse effect on the business, operations, condition (financial or otherwise), assets, operations, ) or results of operations of Parent the Company and its Subsidiaries (including the Surviving Corporation and its Subsidiaries)Subsidiary, taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to (B) take any action that would reasonably be expected described in this Section 6.6(d) with respect to materially delay Parent, its Affiliates or prevent clearance by any Governmental Body their respective assets, businesses, relationships, contractual rights, obligations or to make clearance by any Governmental Body before the Outside Date less probable in any material respectarrangements. Parent shall bear the filing fees expenses and costs incurred by the parties in connection with any filings in connection with or other such actions which may be required to obtain clearance under any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with Law for the Contemplated Transactions, to consummation of the extent necessary, Offer and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, in each of Parentcase, Merger Sub, and after the Company shall cooperate initial filing in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Mergerjurisdiction. (e) Prior to the Effective Time, each Each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance performance, or consummation of the Contemplated Transactions; provided that provided, that, in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries its Subsidiary be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval approval, or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to the terms and conditions of Without limiting any other covenant in this Agreement, prior each of the Company, on the one hand, and Parent and Merger Sub, on the other, shall use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws to (i) consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each of the Company, on the one hand, and Parent and Merger Sub, on the other, shall furnish to the Effective Time, each other such necessary information and reasonable assistance as such other party shallmay reasonably request in connection with the foregoing. (b) Each Party will use its reasonable best efforts to, and shall to cause each of its respective Subsidiaries to, use its commercially reasonable efforts and Affiliates to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws and regulations to consummate the Merger and the other Contemplated Transactions as promptly as possible andtransactions contemplated by this Agreement. Without limiting the generality of the undertakings pursuant to this Section 6.3, in any eventeach of the Company, by or before on the Outside Date. Notwithstanding anything in this Agreement to one hand, and Parent and Merger Sub, on the contraryother hand, the parties hereto agree to use commercially reasonable efforts to (i) obtain shall provide or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, provided as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided thatGovernmental Authority information and documents requested by such Governmental Authority or necessary, unless otherwise agreed by the Company and Parent in writing, the applicable filings (proper or draft filings where applicable) pursuant advisable to the Regulatory Approvals set forth in Section 5.8(a) permit consummation of the Company Disclosure Letter must be made transactions contemplated by this Agreement, including filing any notification and report form and related material required under any Antitrust Law enforced by any Governmental Authority regarding pre-acquisition notifications for the purpose of competition reviews as promptly as practicable after the date of this Agreement (and practicable, but in no event later than ten (10) Business Days after the date of this Agreement))hereof, and (ii) make an appropriate response thereafter to respond as promptly as practicable to any request for additional information and or documentary material that may be made under any Antitrust Law enforced by any Governmental Authority regarding pre-acquisition notifications for the purpose of competition reviews. Parent shall be responsible for any filing fees and other expenses incurred in connection with making any such filings and/or submissions; provided, that each Party shall be responsible for its fees and expenses in responding to any requests for additional information in connection therewith. (c) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.3(b) to obtain all requisite approvals and authorizations or the expiration of waiting periods for the transactions contemplated by this Agreement under any Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a Governmental Body private party; (ii) subject to applicable Law, furnish to the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other Party pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, applicable Law in connection with the reasonable cooperation transactions contemplated by this Agreement; (iii) promptly notify the other Party of any substantive communication received by such Party from, or given by such Party to, any Governmental Authority and of any substantive communication received or given in connection with any proceeding by a private Party, in each case regarding any of the Companytransactions contemplated hereby and, subject to applicable Law, furnish the other Party promptly with copies of all correspondence, filings and communications between them and any Governmental Authority with respect to the transactions contemplated by this Agreement; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be responsible for making requested by any filing Governmental Authority in respect of such registrations, declarations and filings or notification required for such transactions; and (v) permit the purposes of consents or approvals required under other Party to review any applicable Antitrust Laws or Foreign Investment Laws. The Company shallsubstantive communication given by it to, and consult with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one anothereach other in advance, and consider in good faith the views of one another, other Party’s reasonable comments in connection with, and provide to the other parties in advanceany communication, meeting or conference with any analysesGovernmental Authority or, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Lawsproceeding by a private party, Foreign Investment Laws or Healthcare Lawswith any other Person. (bd) Without limiting No Party shall independently participate in any meeting or communication with any Governmental Authority where material issues would likely be discussed in respect of any such filings, investigation or other inquiry relating to Sections 6.3(b) or 6.3(c) without giving the other Parties’ reasonable prior notice of the meeting and, to the extent permitted by such Governmental Authority, a reasonable opportunity to attend and/or participate in such meeting or communication. Notwithstanding anything to the contrary set forth in this Agreement, and in furtherance and not in limitation of the foregoing, the parties hereto agreeParent shall, and shall cause its Subsidiaries to, use their reasonable best efforts to take, or cause to be taken, all steps necessary to (i) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or by any Governmental Authority, including by agreeing to Antitrust Remedies that are not Burdensome Conditions or (ii) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, order or judgment that would prevent, prohibit, restrict or delay the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions expeditiously (but in each case no event later than the Outside Date). The Company and its Affiliates shall cooperate with Parent and Merger Sub and use their reasonable best efforts in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriateforegoing. (ce) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require, or be construed to require, Parent shall, or any of its Affiliates to (and the Company shall not and shall cause each of its Subsidiaries not to, without the prior written consent of Parent), agree to (i) take any and all actions necessary to obtain sale, license, divestiture or other disposition or holding separate (through establishment of a trust or otherwise) of any consentscapital stock, clearancesbusinesses, assets (tangible or approvals required under intangible), properties or in connection with Antitrust Lawsother interests of Parent, and to enable all waiting periods under applicable Antitrust Laws to expireParent’s Subsidiaries, and to avoid the Company or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Bodyits Subsidiaries, (ii) use the imposition of any limitation, restriction or condition on the ability of Parent, Parent’s Subsidiaries, the Company or its commercially reasonable efforts Subsidiaries to take conduct their respective businesses or own, acquire, hold or exercise full rights of ownership of any capital stock, businesses, assets (tangible or intangible), properties or other interests, (iii) the imposition of any limitation, restriction or condition on Parent, Parent’s Subsidiaries, the Company or its Subsidiaries under any Antitrust Law, or (iv) any material modification or waiver of the terms and all actions necessary to obtain any consents or approvals under Foreign Investments Laws conditions of this Agreement (clauses (i) through (iv), “Antitrust Remedies”), in connection with the Contemplated Transactions, each case to the extent necessary, and the Regulatory Approvals, and such Antitrust Remedies would reasonably be expected to have a material adverse impact on (iiiA) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries taken as a whole following the Merger or (zB) the assets, properties or business of Parent or Parent’s Subsidiaries (other than, after the Effective Time, the Company and the Company Subsidiaries) (any Healthcare Laws, including such Antitrust Remedy under clause (A) promptly complying or (B), a “Burdensome Condition”). (f) From the date of this Agreement through the date (i) of termination of the required waiting periods under all applicable Antitrust Laws and (ii) all approvals under applicable Antitrust Laws are obtained, neither Parent nor Merger Sub nor any of their Affiliates shall acquire or agree to acquire, by merging with any required requests for additional information (including any second request or equivalent) into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any Governmental Bodyother manner, (B) any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing entering into of a definitive agreement relating to, and effectingor the consummation of such acquisition, by consent decree, hold separate order, merger or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that consolidation would reasonably be expected to materially delay hinder or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before delay, as applicable, the Outside Date less probable in any material respect. Parent shall bear obtaining of the filing fees incurred in connection with any filings in connection with any consents or approvals required under applicable Antitrust Laws. (g) Notwithstanding anything herein to the contrary, Healthcare Laws or Foreign Investments Laws in connection with commercially and/or competitively sensitive information and materials of a Party may, at the Contemplated Transactionselection of a providing Party, be provided to the other Party on an outside counsel-only basis while, to the extent necessaryfeasible, and making a version in which the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior commercial and/or competitively sensitive information has been redacted available to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Party.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws to consummate the Offer, the Merger and the other Contemplated Transactions as promptly as possible and, in any event, transactions contemplated by or before the Outside Datethis Agreement. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause make an appropriate filing of a Notification and Report Form pursuant to be obtained, or make or cause the HSR Act and all other filings required by applicable foreign Antitrust Laws with respect to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, Merger as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided thatprovided, unless otherwise agreed by that the Company filing of a Notification and Parent in writing, the applicable filings (or draft filings where applicable) Report Form pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must HSR Act will be made as promptly as practicable after the date of this Agreement (and in no event later than within ten (10) Business Days after the date of this the Agreement)), and (ii) make an appropriate response to supply as promptly as practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to the HSR Act or any other Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare LawsLaw. The parties hereto shall will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such any party hereto in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) . Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions agree (iA) to give each other reasonable advance notice of all meetings with any Governmental Body Entity relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iiB) to give each other an opportunity to participate in each of such meetings, (iiiC) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body Entity relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ivD) if any Governmental Body Entity initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (vE) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body Entity regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (viF) to provide each other with copies of all substantive written communications to or from any Governmental Body Entity relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others other may be redacted or made on an outside counsel basis, basis if and to the extent reasonably appropriate. (c) . Notwithstanding anything in this Agreement to the contrary, Parent shallagrees, and shall will cause each of its Subsidiaries toand Affiliates, (i) to take any and all actions necessary to obtain any consents, clearances, clearances or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws, and ”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated TransactionsEntity, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect prior to the Outside Date, including but not limited to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A1) promptly complying with or modifying any required requests for additional information (including any second request or equivalentrequest) by any Governmental BodyEntity, (B2) if necessary to obtain clearance by any Governmental Body Entity before the Outside Date, offering, negotiating, committing to, to and effecting, by consent decree, hold separate order, order or otherwise, the sale, divestiture, license, license or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, products or businesses of the Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C3) contesting, defending, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree, decree or ruling or statute, rule, regulation, regulation or executive order that would adversely affect the ability of any party hereto to consummate the Offer and the Merger and taking such other actions to prevent the entry, enactment, enactment or promulgation thereof; provided, that Parent . Each party will bear its own expenses and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated costs incurred by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any HSR Act filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with other such competition filings and submissions which may be required by such party for the Contemplated Transactions, to consummation of the extent necessary, Offer and the Regulatory ApprovalsMerger pursuant to this Agreement. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body Entity challenging the Offer or the Merger, each of Parent, Merger Sub, Purchaser and the Company shall will cooperate in all respects with each other and shall will use its commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger. (ec) Prior to the Effective Acceptance Time, each party hereto shall will use commercially reasonable best efforts to deliver any notices to or obtain any consents, approvals, approvals or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions transactions contemplated by this Agreement or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactionstransactions contemplated by this Agreement; provided provided, that in no event will Parent, Merger Sub, the Company or any of their respective its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, penalty or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the Merger Transactions, including: (i) obtaining all necessary actions or non-actions, waivers, consents, qualifications and approvals from Governmental Entities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any Governmental Entity (including under the HSR Act and the Requisite Regulatory Approvals); (ii) defending any lawsuits or other Contemplated legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iii) executing and delivering any additional documents or instruments reasonably necessary to consummate the Transactions and to carry out this Agreement. In furtherance and not in limitation of the foregoing, each party agrees to make, if required, appropriate filings and registrations under applicable Regulatory Laws and Insurance Laws. Each party agrees to make, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions within thirty (30) days after the date hereof and to supply as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, as promptly as reasonably practicable and in advisable any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for additional information and documentary material that may be made requested by a any Governmental Body Entity pursuant to any Antitrust Lawsthe HSR Act and to take all other reasonable actions necessary, Foreign Investment Laws proper or Healthcare Lawsadvisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. Parent shallEach party agrees to make, if required, appropriate filings of Applications for Approval of Acquisition of Control Statements, or “Form A” statements, and all related filings, with respect to the Transactions with the applicable Insurance Regulators, as applicable, within thirty (30) Business Days after the date hereof; provided, however, that any required pre-acquisition notice (Form E) filings, Form E exemption filings, and all related applications and filings with respect to the Transactions shall be submitted within forty (40) Business Days after the date hereof. Each party agrees to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be reasonably requested by any Insurance Regulator pursuant to the Insurance Laws and to take all other reasonable cooperation actions necessary, proper or advisable to obtain the applicable consents and approvals of the applicable Insurance Regulators as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, be responsible on the other hand, shall, in connection with and without limiting the obligations to use certain efforts referenced in Section 5.5(a), to the extent relating to the requisite approvals, authorizations and clearances for making the Transactions under the HSR Act and the other Regulatory Laws and the Insurance Laws, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or notification required submission and in connection with any investigation or other inquiry, including any Action initiated by a private party, (ii) keep the other reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), any Insurance Regulator or any other Governmental Entity and of any communication received or given in connection with any Action by a private party, in each case regarding any of the Transactions, (iii) permit the other a reasonable opportunity to review any substantive written communication given by it to, and consult with each other in advance of any scheduled substantive meeting, discussion or conference with, the FTC, the DOJ, any Insurance Regulator or any other Governmental Entity or, in connection with any Action by a private party, with any other Person, and, to the extent permitted by the FTC, the DOJ, such Insurance Regulator or such other applicable Governmental Entity or other Person, as applicable, give the other the reasonable opportunity to attend and participate in such meetings, discussions and conferences solely to the extent such meetings, discussions and conference relate to this Agreement, the Merger or the other Transactions, and (iv) to the extent practicable and subject to the other provisions in this Section 5.5, attempt to confer in good faith in order to (A) exchange and review respective views and positions with the other as to potential Materially Burdensome Conditions and (B) discuss and present to, and engage with, the applicable Governmental Entity regarding any approaches or actions that could mitigate the scope or impact of a potential Materially Burdensome Condition so that it does not become a Materially Burdensome Condition. Parent and the Company shall promptly advise each other upon receiving any communication, including promptly furnishing each other copies of any written or electronic communication, and shall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any requisite approval, authorization or clearance for the purposes Transactions under the HSR Act or any Requisite Regulatory Approval will not be obtained or that the receipt of consents any such approval, authorization or approvals required under any applicable Antitrust Laws clearance or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, Requisite Regulatory Approval will be responsible for making any filing materially delayed or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Lawsconditioned or impose or require a Materially Burdensome Condition. The parties hereto shall will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals to be made or submitted by or on behalf of such party any party, including reasonable access to any materials submitted in connection with any proceedings under or relating to the HSR Act or any Antitrust Lawsother applicable Regulatory Law, Foreign Investment Laws including any proceeding under 16 C.F.R. § 803.20. Notwithstanding anything to the contrary in this Section 5.5, no party will have any obligation to share any trade secret or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agree, in each case in connection other competitively sensitive information with the Merger or other party. Such materials and the other Contemplated Transactions (i) information contained therein shall be given only to give each other reasonable advance notice of all meetings with any Governmental Body the outside counsel for matters relating to Regulatory Law of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or consultants of the recipient or any Antitrust Lawsof its Affiliates, Foreign Investment Laws unless express permission is obtained in advance from the Company or Healthcare LawsParent, (ii) to give each other an opportunity to participate in each as the case may be, or its outside legal counsel. Each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body Company and Parent shall cause its respective outside legal counsel for matters relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, Regulatory Law to promptly notify the other parties of the substance of such communication, (v) to provide each other comply with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriatethis Section 5.5(b). (c) Without limiting any other obligations of Parent hereunder, Parent will respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Entity with respect to the Transactions and will use its reasonable best efforts to take any and all action necessary to ensure that each requisite approval, authorization or clearance under the HSR Act and each Requisite Regulatory Approval is obtained by the Outside Date, in each case, without imposing or requiring a Materially Burdensome Condition. (d) Notwithstanding anything in this Agreement to the contrary, no Parent Company shall be obligated to, and no Acquired Company shall, and shall cause each without the prior written consent of Parent at its Subsidiaries sole discretion, consent to, take or refrain from taking, or offer or commit or consent to take or refrain from taking (A) any action that involves (i) take making any and all actions necessary to obtain divestiture or disposition of any consents, clearances, portion of any business or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Bodyassets, (ii) use its commercially reasonable efforts to take licensing any and all actions necessary to obtain portion of any consents business or approvals under Foreign Investments Laws in connection with the Contemplated Transactionsassets, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take accepting or entering any and all actions necessary to obtain any other consents, clearances, consent decree or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, (iv) placing any assets in trust, in each case by Parent or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by other Parent Companies or the foregoing clauses Company or any of the other Acquired Companies or any of their respective Affiliates, (v) accepting or entering into any operational restriction or restriction on the payment or declaration of dividends, (vi) making any capital commitment or capital guaranty, (vii) entering into any capital support agreement, statement of support, guarantee, keep well or other similar capital maintenance undertaking to maintain a minimum risk-based capital level or rating, or (B) any other action with respect to, or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with with, Parent or the Contemplated Transactions, to other Parent Companies or the extent necessary, Company or the other Acquired Companies or any Regulatory Approval of their respective Affiliates, in the event that case of clauses (A) and (B) above, which, individually or together with any other such action contemplated by such clauses action, would or would reasonably be expected to result in have a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations or financial condition of Parent and its Subsidiaries (including x) the Surviving Corporation Company and its Subsidiaries), taken as a whole, when considered together with the business lines of Parent and its Subsidiaries that, as of the date hereof, Parent intends to integrate with the Company and its Subsidiaries following the Contemplated Transactions. Subject Closing, or (y) Parent and its Subsidiaries, taken as a whole (provided that, for this purpose, the business, financial condition, results of operations and financial condition of Parent and its Subsidiaries, taken as a whole, shall be deemed to be as of the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before same scale as the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, entities described in the event that any administrative or judicial action or proceeding is instituted foregoing clause (or threatened to be institutedx)) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist (any such action or proceeding and to have vacatedaction, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Mergera “Materially Burdensome Condition”). (e) Prior Notwithstanding anything to the Effective Timecontrary contained in this Agreement, each in no event shall a party hereto shall use commercially reasonable efforts or any of its Affiliates be required by a Governmental Entity to deliver any notices agree to or obtain any consents, approvalstake, or waivers of third parties enter into any action with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective assets, businesses or Subsidiaries be required pursuant to paythis Section 5.5, prior to which action is not conditioned upon the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Closing.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Merger and the other Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to, or to use commercially reasonable efforts to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) obtain or cause make an appropriate filing of a Notification and Report Form pursuant to be obtained, or make or cause the HSR Act and all other filings required pursuant to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable foreign Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of with respect to the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, Merger as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) filing of a Notification and Report Form pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter HSR Act must be made as promptly as practicable after the date of this Agreement (and in no event later than within ten (10) Business Days after the date of this Agreement)), ) and (ii) make an appropriate response to supply as promptly as practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to the HSR Act or any other Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare LawsLaw. The parties hereto shall also will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) . Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions agree (iA) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iiB) to give each other an opportunity to participate in each of such meetings, (iiiC) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ivD) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (vE) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (viF) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others other may be redacted or made on an outside counsel basis, if appropriate. Parent agrees that, between the date of this Agreement and the Closing, neither Parent nor any of its Subsidiaries shall enter into any Contract with respect to a transaction described in Section 5.6(a) of the Company Disclosure Letter, if such transaction would reasonably be expected to prevent the consummation of the Merger by the Outside Date. Notwithstanding the foregoing, Parent shall control and lead all communications, negotiations, timing decisions and strategy on behalf of the parties hereto relating to any approval under the HSR Act or any other Antitrust Laws and any litigation matters pertaining to the extent reasonably appropriateHSR Act or any other Antitrust Laws applicable to the Merger, and the Company shall take all reasonable actions to support Parent in connection therewith; provided that Parent shall consult in advance with, and consider in good faith the views of, the Company in respect of obtaining or concluding any such approvals or litigation matters; provided, further, that neither Parent nor the Company shall enter into any timing agreement with a Governmental Body regarding the timing of the Closing without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). (cb) Notwithstanding anything in this Agreement to Each of Parent and the contrary, Parent Company shall, and shall cause each of its Subsidiaries to, (i) use its reasonable best efforts to take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the S▇▇▇▇▇▇ Act, as amended, the C▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign Law designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws, and ”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties agree that Parent, Purchaser or any other Subsidiary of Parent shall not be required to: (provided that this clause (iiii) shall in no way include actions with respect agree to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance conditions imposed by any Governmental Body before the Outside Dateor propose, offeringnegotiate, negotiating, committing to, commit to and effectingeffect, by consent decree, hold separate order, order or otherwise, the sale, divestiture, licenselicensing or disposition of assets or businesses of the Company, any Subsidiary of the Company, Parent or any Subsidiary of Parent, (ii) accept any operational restrictions, or otherwise propose, negotiate, take or commit to take actions that limit any of Parent’s, the Company’s, the Surviving Corporation’s or any other disposition Subsidiary of Parent’s or the Company’s freedom of action with respect to, or ability to retain or freely operate, any and all of the capital stock, assets, equity holdingsproperties, licenses, rights, products, operations or businesses of Parent and its Subsidiaries (including Parent, the Company, the Surviving Corporation and its Subsidiaries) and or any other restrictions on the activities Subsidiary of Parent or the Company, (iii) undertake or enter into agreements with any Governmental Body or agree to the entry of an order by any Governmental Body, (iv) commit to terminate, amend or replace any existing relationships and its Subsidiaries (including contractual rights and obligations of Parent, the Company, the Surviving Corporation and its Subsidiaries)or any other Subsidiary of Parent or the Company, and (Cv) contesting, defending, and appealing terminate any threatened or pending preliminary or permanent injunction relevant venture or other orderarrangement of Parent, decreethe Company, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries)or any Subsidiary of Parent or the Surviving Corporation, taken as a wholeor (vi) effectuate any other change or restructuring of Parent, following the Contemplated TransactionsCompany, the Surviving Corporation or any Subsidiary of Parent or the Company. Subject to the other provisions of this Agreement, including this Section 5.8, each party The Company shall not, and shall cause each of its the Company Subsidiaries to notnot to, take, any action or omit to take any of the foregoing actions in clauses (i) through (vi) with respect to the Company or any Company Subsidiary unless consented to in writing by Parent, provided that the Company shall, and shall cause each Company Subsidiary to, undertake such actions if requested by Parent if the effectiveness of such action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or is conditioned upon the occurrence of the Closing. Each party will bear its own costs of preparing its own pre-merger notifications and similar filings and notices in other jurisdictions and related expenses incurred to make or obtain any approval, clearance by or notice under any Governmental Body before applicable Antitrust Law (including under the Outside Date less probable in any material respect. HSR Act) or other applicable Law, provided that Parent shall bear will be responsible for payment of the applicable filing fees incurred in connection with any for the filings in connection with any consents or approvals required under the HSR Act and such other Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (dc) Without limiting the obligations in clauses (a), (b) and (cb) of this Section 5.85.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, Purchaser and the Company shall will cooperate in all respects with each other and shall will use its commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents prevents, or restricts consummation of the Merger. (d) If, prior to the Effective Time (i) the U.K. Competition and Markets Authority (the “CMA”) indicates in writing to Parent that it has decided to formally investigate the Merger and, accordingly, requests Parent to submit a merger notice in the form prescribed under the Enterprise Act 2002, (ii) the European Commission (the “EC”) indicates in writing to Parent that a member state of the European Union or the EC is making, or has made, a referral of the Merger to the EC under Article 22 of the EU Merger Regulation or (iii) a merger control review is initiated or commenced by a Governmental Body listed on Section 5.6(d) of the Company Disclosure Letter, then, Parent shall provide to the Company a copy of such written indication or filing, form or other submission as promptly as practicable after its receipt or submission thereof, as applicable, and if such indication or filing, form or other submission shall have been so provided, approval of the Merger by the CMA under the Enterprise Act of 2002 or the EC under Article 22 of the EU Merger Regulation or such other Governmental Authority under the applicable Law in its jurisdiction, as the case may be, shall thereupon be deemed to be added to Section 6.1(a) of the Company Disclosure Letter. (e) Prior to the Effective Time, each party hereto shall will use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance performance, or consummation of the Contemplated Transactions; provided that provided, that, in no event will Parent, Merger Sub, the Company or any of their respective its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration (other than any such fee, penalty or other consideration that Parent advances to the Company) or make any other accommodation to any third party to obtain any consent, approval approval, or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other Contemplated Transactions as promptly as reasonably possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to, or to use commercially reasonable efforts to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) obtain or cause make an appropriate Filing of a Notification and Report Form pursuant to be obtained, or make or cause the HSR Act and all other Filings required pursuant to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable foreign Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of with respect to the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) Filing of a Notification and Report Form pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter HSR Act must be made as promptly as practicable after the date of this Agreement (and in no event later than within ten (10) Business Days after the date of this the Agreement)), ) and (ii) make an appropriate response to supply as promptly as reasonably practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to the HSR Act or any other Antitrust Laws, Foreign Investment Laws or Healthcare LawsLaw. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing Filing or notification required for the purposes of consents or approvals required advisable under any applicable foreign Antitrust Laws or Foreign Investment Laws. The within ten (10) Business Days after the date of this Agreement, unless otherwise agreed to by the Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Lawsand Parent in writing. The parties hereto also shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and may provide to the other parties in advanceon a counsel-only basis as necessary, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) . Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions agree (iA) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iiB) to give each other an opportunity to participate in each of such meetings, (iiiC) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ivD) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (vE) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (viF) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others other may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (cb) Notwithstanding anything in this Agreement to the contrary, Parent shallnothing in this Section 5.6 or elsewhere in this Agreement shall be deemed to require Parent, and shall cause each of its Subsidiaries to, or Affiliates to (i) take any and all actions necessary to obtain any consentsoffer, clearancesnegotiate, commit to, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effectingeffect, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) ), and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries)) or (ii) contest, and (C) contestingdefend, defending, and appealing or appeal any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Offer and the Merger and taking such other actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take if any of the actions contemplated by the foregoing clauses such action described in subparts (Bi) or (Cii) as a condition by any Governmental Body to obtaining any consent of this Section 5.6 would, individually or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would aggregate, reasonably be expected to result in have (A) a material adverse effect on the business, assets or financial condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries)or Affiliates, taken as a whole, following after giving effect to the Contemplated Transactions. Subject Transactions or (B) a material adverse effect on the business, assets or financial condition of the Company; it being understood that a request for information or documentary material pursuant to the other provisions of this Agreement, including HSR Act shall not in itself constitute a material adverse effect under this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect5.6(b). Parent and the Company shall bear each pay one-half of the filing fees incurred in connection with any for the Notification and Report Forms filed under the HSR Act and all other filings in connection with any consents or approvals under required pursuant to the applicable foreign Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (dc) Without limiting the obligations in clauses (a), (b) and (cb) of this Section 5.85.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Offer or the Merger, each of Parent, Merger SubPurchaser, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents prevents, or restricts consummation of Offer or the Merger. (ed) Prior to the Effective Acceptance Time, each party hereto shall use commercially reasonable best efforts (subject to, and in accordance with, applicable Law) to deliver any notices to or obtain any consents, approvalstake promptly, or waivers cause to be taken, all actions necessary, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Offer, the Merger and the Contemplated Transactions, including (i) obtaining any Approvals of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance performance, or consummation of the Contemplated Transactions, (ii) defending any Action challenging this Agreement or the consummation of the Contemplated Transactions and (iii) executing and delivering any additional instruments necessary to consummate the Contemplated Transactions; provided that provided, that, in no event will Parent, Merger Sub, the Company or any of their respective its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver Approvals required with respect to any such Contract. Notwithstanding Contract (for the foregoingavoidance of doubt, except as excluding filing fees required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not to be unreasonably withheld, conditioned or delayedpaid to a Governmental Body).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior each Party will use its best efforts to (and, in the Effective Time, each party shall, and shall cause its respective Subsidiaries tocase of BidCo, use its commercially reasonable best efforts to cause each of its subsidiaries and Affiliates (collectively, the “BidCo Group”) to) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws and regulations to consummate the Merger Acquisition and the other Contemplated Transactions as promptly as possible andtransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement each Party hereto agrees to the contrary, the parties hereto agree to use commercially reasonable efforts to make (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents ) an appropriate filing of a Notification and approvals under applicable Antitrust Laws, Foreign Investments Laws Report Form pursuant to the HSR Act and Healthcare Laws set forth on Schedule 5.8(athe foreign antitrust and investment filings listed in Section 6.5(a) of the Company Disclosure Letter in connection with respect to the Contemplated Transactions, in each case, transactions contemplated hereby as promptly as practicable and in any event prior within ten (10) Business Days of the date hereof with respect to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) filing made pursuant to the Regulatory Approvals set forth HSR filing and as promptly as practicable for the other filings listed in Section 5.8(a6.5(a) of the Company Disclosure Letter must be made and to supply as promptly as reasonably practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for additional information and documentary material that may be requested pursuant to the HSR Act or any Antitrust Law and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and to obtain approval required under any other Antitrust Law as soon as practicable. (b) BidCo, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.5(a) to obtain all requisite approvals and authorizations or expiration of waiting periods for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for any application or other filing to be made by a Governmental Body the other party pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, applicable Law in connection with the reasonable cooperation transactions contemplated by this Agreement; (iii) promptly notify the other Party of any substantive communication received by such party from, or given by such party to, the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the CompanyDepartment of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any substantive communication received or given in connection with any proceeding by a private party, be responsible for making in each case regarding any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under transactions contemplated hereby and, subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and communications between them and the FTC, the DOJ, or any applicable Healthcare Laws. The parties hereto shall other Governmental Entity with respect to the transactions contemplated by this Agreement (other than Item 4(c) and Item 4(d) documents and subject to adequate measures for protection of commercially and/or competitively sensitive information); (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the DOJ, FTC or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions; and (v) permit the other Party to review any substantive communication given by it to, and consult and cooperate with one anothereach other in advance, and consider in good faith the views of one another, other Party’s reasonable comments in connection with, and provide to any communication, meeting or conference with, the FTC, the DOJ or any other parties in advanceGovernmental Entity or, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Lawsproceeding by a private party, Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (c) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereofPerson; provided, that Parent and its Subsidiaries will not BidCo shall be required to take solely responsible for the final content of any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by substantive communications with any applicable Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated TransactionsEntity. Subject to the other provisions For purposes of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).,

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each party shall, and parties shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper, proper or advisable under applicable Laws Law (including under any Antitrust Law) to consummate the Merger and the other Contemplated Transactions transactions contemplated by this Agreement at the earliest practicable date, including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act or any other Antitrust Law; (ii) using reasonable best efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (iii) using reasonable best efforts to resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of ‎Section 5.8(a), each of the parties, as applicable, agrees to prepare and file as promptly as possible andpracticable, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after from the date of this Agreement))Agreement an appropriate filing of a Notification and Report Form pursuant to the HSR Act. Parent shall pay all filing fees and other charges for the filings required under the HSR Act by the Company and Parent. (c) The parties shall keep each other apprised with respect to the matters set forth in this ‎Section 5.8 and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of all reasonable comments timely made by the other party in this respect; (ii) make an appropriate response as promptly as practicable furnishing to the other party all information within its possession that is required for any request for information and documentary material that may application or other filing to be made by a Governmental Body the other party pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, the applicable Law in connection with the reasonable cooperation transactions contemplated by this Agreement; (iii) promptly notifying each other of any material communications from or with any Governmental Entity with respect to the matters set forth in this ‎Section 5.8 and ensuring to the extent permitted by Law or Governmental Entity that each of the Company, be responsible for making parties is entitled to attend any filing material meetings with or notification required for the purposes of consents or approvals required under other appearances before any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, Governmental Entity with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult respect thereto; (iv) consulting and cooperate cooperating with one another, and consider in good faith the views of one another, another in connection with, and provide to the other parties in advance, any with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such any party hereto in connection with proceedings under or relating to any the Antitrust Laws, Foreign Investment Laws or Healthcare Laws.; and (bv) Without limiting the foregoing, without prejudice to any rights of the parties hereto agreehereunder, consulting and cooperating in each case all respects with the other in connection with defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies transactions contemplated by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriatethis Agreement. (cd) Notwithstanding anything else in this Agreement ‎Section 5.8 all Parties agree that it is Parent’s sole right to devise the contrary, Parent shall, strategy for all filings and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or communications in connection with Antitrust Laws, any filing pursuant to the HSR Act and to enable all waiting periods any other filings and submissions under applicable Antitrust Laws including material communications and negotiations with the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this Agreement, so long as such strategy complies with the terms and conditions of this Agreement and provided, that, Parent consults and considers in good faith the views of the Company. (e) In addition, the Parties shall (i) take, or cause to expirebe taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws and other applicable Laws to consummate the transactions contemplated by this Agreement, including using its best efforts to obtain the expiration of all waiting periods and obtain all other approvals and any other consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take not enter into or consummate any and all actions necessary to obtain Contracts for an acquisition (by stock purchase, merger, consolidation, purchase of assets, license or otherwise) of any consents ownership interest, assets or approvals under Foreign Investments Laws rights in connection with the Contemplated Transactions, or of any Person to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts such action would reasonably be expected to take any and all actions necessary to obtain any other consents, clearances, prevent or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal materially delay the consummation of the Contemplated Transactions, Merger and the other transactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary set forth in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation obligations of the Parent under this ‎Section 5.8 shall include Parent committing itself and its Affiliates to: (i) selling, divesting, or otherwise conveying particular assets, categories, portions or parts of assets or businesses of Parent and its Subsidiaries and Affiliates; (ii) agreeing to sell, divest, or otherwise convey any particular asset, category, portion or part of an asset or business of the Company and its Subsidiaries contemporaneously with or subsequent to the Effective Time; (ziii) any Healthcare Lawspermitting the Company to sell, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate orderdivest, or otherwiseotherwise convey any of the particular assets, categories, portions or parts of assets or business of the saleCompany or any of its Subsidiaries prior to the Effective Time; (iv) licensing, divestiture, license, holding separate or other disposition entering into similar arrangements with respect to its respective assets or the assets of the Company or conduct of business arrangements or terminating any and all of the capital stock, assets, equity holdings, rights, productsexisting relationships and contractual rights and obligations and (v) obtain prior approval or other approval from a Governmental Entity, or businesses submit a notification or otherwise notify any Governmental Entity, prior to consummating any future transaction (other than the transactions contemplated by this Agreement) as a condition to obtaining any and all expirations of Parent and its Subsidiaries (including waiting periods under the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction HSR Act or other order, decree, Antitrust Laws or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of consents from any party hereto Governmental Entity necessary to consummate the Merger and taking such actions to prevent the entrytransactions contemplated hereby, enactment, or promulgation thereof; provided, that, notwithstanding anything to the contrary herein, nothing in this ‎Section 5.8 shall require any Party or any of its respective Affiliates to agree to any condition, take any measure or action or enter into any agreement that is not contingent on the Closing, and, provided, further, that notwithstanding anything to the contrary contained in this Agreement, Parent and its Subsidiaries will shall not be required to take any of the actions contemplated by the foregoing clauses (B) that, individually or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses aggregate, would reasonably be expected to result have (A) Company Material Adverse Effect or (B) a Parent Material Adverse Effect, in each case, as determined by Parent in good faith. (g) Notwithstanding the foregoing, commercially and/or competitively sensitive information and materials of a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject party will be provided to the other provisions party on an outside counsel-only basis while, to the extent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available to the other party. (h) For purposes of this Agreement, including this Section 5.8“Antitrust Law” means the S▇▇▇▇▇▇ Act, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Subamended, the Company or any of their respective Subsidiaries be required to payC▇▇▇▇▇▇ Act, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreementamended, the Company shall not consult with any Union regarding HSR Act, the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheldFederal Trade Commission Act, conditioned as amended and all other Laws that are designed or delayed)intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior each Party will use its best efforts to (and, in the Effective Time, each party shall, and shall cause its respective Subsidiaries tocase of BidCo, use its commercially reasonable best efforts to cause each of its subsidiaries and Affiliates (collectively, the “BidCo Group”) to) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws and regulations to consummate the Merger Acquisition and the other Contemplated Transactions as promptly as possible andtransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement each Party hereto agrees to the contrary, the parties hereto agree to use commercially reasonable efforts to make (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents ) an appropriate filing of a Notification and approvals under applicable Antitrust Laws, Foreign Investments Laws Report Form pursuant to the HSR Act and Healthcare Laws set forth on Schedule 5.8(athe foreign antitrust and investment filings listed in Section 6.5(a) of the Company Disclosure Letter in connection with respect to the Contemplated Transactions, in each case, transactions contemplated hereby as promptly as practicable and in any event prior within ten (10) Business Days of the date hereof with respect to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) filing made pursuant to the Regulatory Approvals set forth HSR filing and as promptly as practicable for the other filings listed in Section 5.8(a6.5(a) of the Company Disclosure Letter must be made and to supply as promptly as reasonably practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for additional information and documentary material that may be requested pursuant to the HSR Act or any Antitrust or Foreign Investment Law and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and to obtain approval required under any other Antitrust or Foreign Investment Law as soon as practicable. (b) BidCo, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.5(a) to obtain all requisite approvals and authorizations or expiration of waiting periods for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust or Foreign Investment Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for any application or other filing to be made by a Governmental Body the other party pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, applicable Law in connection with the reasonable cooperation transactions contemplated by this Agreement; (iii) promptly notify the other Party of any substantive communication received by such party from, or given by such party to, the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the CompanyDepartment of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any substantive communication received or given in connection with any proceeding by a private party, be responsible for making in each case regarding any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under transactions contemplated hereby and, subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and communications between them and the FTC, the DOJ, or any applicable Healthcare Laws. The parties hereto shall other Governmental Entity with respect to the transactions contemplated by this Agreement (other than Item 4(c) and Item 4(d) documents and subject to adequate measures for protection of commercially and/or competitively sensitive information); (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the DOJ, FTC or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions; and (v) permit the other Party to review any substantive communication given by it to, and consult and cooperate with one anothereach other in advance, and consider in good faith the views of one another, other Party’s reasonable comments in connection with, and provide to any communication, meeting or conference with, the FTC, the DOJ or any other parties in advanceGovernmental Entity or, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Lawsproceeding by a private party, Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to other Person; provided, that BidCo shall be solely responsible for the final content of any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any applicable Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare LawsEntity. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (c) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date For purposes of this Agreement, does not believe is required for “Antitrust or Foreign Investment Law” means the operation ▇▇▇▇▇▇▇ Antitrust Act of 1890, the business ▇▇▇▇▇▇▇ Antitrust Act of 1914, the Company HSR Act, the Federal Trade Commission Act of 1914 and its Subsidiaries all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to (i) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition or (zii) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) review and approve investments made by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or entities based in other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvalscountries. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws laws and regulations to consummate the Merger and the other Contemplated Transactions transactions contemplated by this Agreement as promptly as possible and, in any event, by or before following the Outside Datedate hereof. Notwithstanding anything in this Agreement to the contrary, the parties Each party hereto agree to shall cooperate and use commercially its reasonable best efforts to promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents, and use its reasonable best efforts to obtain (iand will cooperate with each other in obtaining) obtain any consent, acquiescence, authorization, order or cause approval of, or any exemption or nonopposition by, any Governmental Entity required to be obtainedobtained or made by Parent, Merger Sub or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter or any of their respective Affiliates in connection with the Contemplated TransactionsMerger or the taking of any other action contemplated by this Agreement. The Company will use its reasonable best efforts to obtain prior to the Effective Time any consent, approval or waiver from third parties necessary to allow the Company and its Subsidiaries to continue operating their businesses as presently conducted as a result of the consummation of the transactions contemplated hereby. (b) In furtherance and not in each caselimitation of the provisions of subsection (a) above, Parent, Merger Sub and the Company shall as promptly as practicable reasonably practicable, and in any event prior within ten Business Days of the date hereof, duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) the notification and report form required under the HSR Act with respect to the expiration of any applicable legal deadline (provided that, unless otherwise agreed transactions contemplated by the Company this Agreement and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made supply as promptly as reasonably practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for additional information and documentary material that may be made requested under the HSR Act and use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 6.8. Each of Parent and the Company shall (i) promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding any of the transactions contemplated by a Governmental Body pursuant this Agreement, (ii) respond as promptly as reasonably practicable under the circumstances, after consultation with the other party, to any inquiries received from the FTC or the Antitrust LawsDivision for additional information or documentation and to all inquiries and requests received from either Governmental Entity, Foreign Investment Laws (iii) not participate, or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one anotherpermit their Affiliates to participate, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made substantive meeting or submitted by or on behalf of such party in connection discussion with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agree, in each case Governmental Entity in connection with the Merger or transactions contemplated by this Agreement unless it so consults with the other Contemplated Transactions (i) to give each other reasonable party in advance notice of all meetings with any Governmental Body relating to any Antitrust Lawsand, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicablenot prohibited by such Governmental Entity, gives the other party the opportunity to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsattend and participate, (iv) if not extend any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify waiting period under the HSR Act without the prior written consent of the other parties of the substance of party (such communicationconsent not to be unreasonably withheld, conditioned or delayed) and (v) to provide each other not enter into any agreement with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating Entity not to any Antitrust Lawsconsummate the transactions contemplated by this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, Foreign Investment Laws conditioned or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriatedelayed). (c) Notwithstanding anything In furtherance and not in limitation of the covenants of the parties contained in subsections (a) and (b) of this Agreement to the contrarySection 6.8, Parent shall, and the Company shall cause each of its Subsidiaries to, (i) take any and all actions necessary use their respective reasonable best efforts to obtain any consents, clearancesavoid the entry of, or approvals required under to have vacated, lifted, reversed or in connection with Antitrust Lawsoverturned, and to enable all waiting periods under applicable Antitrust Laws to expireany injunction, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Bodyjudgment, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibitswould restrain, enjoinsprevent or delay the Closing, restrictsincluding, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor ConsultationsParent, Parent’s taking all such actions, including (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offeringproposing, negotiating, committing to, to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestituredivestiture or disposition of such assets or businesses of the Company or Parent (or any of their respective Subsidiaries) and (z) otherwise taking or committing to take actions that limit the Company or Parent or their respective Subsidiaries’ freedom of action with respect to, licenseor its ability to retain, one or more of its or its Subsidiaries’ businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other disposition order in any suit or proceeding, which would otherwise have the effect of any and all preventing or materially delaying the consummation of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory ApprovalsClosing. (d) Without limiting In furtherance and not in limitation of the obligations covenants of the parties continued in clauses subsections (a), (b) and (c) of this Section 5.86.8, in the event that Company and the Board shall (i) use their reasonable best efforts to take all action necessary or otherwise reasonably requested by Parent or Merger Sub to exempt the Merger from the provisions of any administrative applicable takeover, business combination, control share acquisition or judicial action similar law and (ii) if any takeover, business combination, control share acquisition or proceeding is instituted (similar law becomes applicable to this Agreement or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially their reasonable best efforts to contest take all action necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and resist any otherwise to minimize the effect of such action statute or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of regulation on the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws laws and regulations to consummate the Merger and the other Contemplated Transactions transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of subsection (a) above, Parent, Merger Sub and the Company shall as promptly as possible andreasonably practicable, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, as promptly as practicable and in any event prior within ten business days of the date hereof, duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) the notification and report form required under the HSR Act with respect to the expiration of any applicable legal deadline (provided that, unless otherwise agreed transactions contemplated by the Company this Agreement and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made supply as promptly as reasonably practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for additional information and documentary material that may be made requested under the HSR Act and use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 6.8. Each of Parent and the Company shall (i) promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding any of the transactions contemplated by a Governmental Body pursuant this Agreement, (ii) respond as promptly as reasonably practicable under the circumstances, after consultation with the other party, to any inquiries received from the FTC or the Antitrust LawsDivision for additional information or documentation and to all inquiries and requests received from either Governmental Entity, Foreign Investment Laws (iii) not participate, or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one anotherpermit their affiliates to participate, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made substantive meeting or submitted by or on behalf of such party in connection discussion with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agree, in each case Governmental Entity in connection with the Merger or transactions contemplated by this Agreement unless it so consults with the other Contemplated Transactions (i) to give each other reasonable party in advance notice of all meetings with any Governmental Body relating to any Antitrust Lawsand, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicablenot prohibited by such Governmental Entity, gives the other party the opportunity to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsattend and participate, (iv) if not extend any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify waiting period under the HSR Act without the prior written consent of the other parties of the substance of party (such communicationconsent not to be unreasonably withheld, conditioned or delayed) and (v) to provide each other not enter into any agreement with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating Entity not to any Antitrust Lawsconsummate the transactions contemplated by this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, Foreign Investment Laws conditioned or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriatedelayed). (c) Notwithstanding anything In furtherance and not in limitation of the covenants of the parties contained in subsections (a) and (b) of this Agreement to the contrarySection 6.8, Parent shall, and the Company shall cause each of its Subsidiaries to, (i) take any and all actions necessary use their respective reasonable best efforts to obtain any consents, clearancesavoid the entry of, or approvals required under to have vacated, lifted, reversed or in connection with Antitrust Lawsoverturned, and to enable all waiting periods under applicable Antitrust Laws to expireany injunction, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Bodyjudgment, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibitswould restrain, enjoinsprevent or delay the Closing, restrictsincluding, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor ConsultationsParent, Parent’s taking all such actions, including (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offeringproposing, negotiating, committing to, to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, divestiture or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, such assets or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. Parent (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries subsidiaries) and (z) otherwise taking or committing to take actions that limit the Company or Parent or their respective subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case, as may be required in order to payavoid the entry of, prior or to effect the Effective Timedissolution of, any feeinjunction, penaltytemporary restraining order, or other consideration order in any suit or make any other accommodation to any third party to obtain any consentproceeding, approval which would otherwise have the effect of preventing or waiver required with respect to any such Contract. Notwithstanding materially delaying the foregoing, except as required by applicable Law or an applicable Labor Agreement, consummation of the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Closing.

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain any consents, approvals or waivers of third parties with respect to any Contracts to which the Company or any of its Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party of the Company, Parent and Merger Sub shall, and shall cause its respective Subsidiaries toas promptly as practicable, use its commercially reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the Transactions. In furtherance and not in limitation of the foregoing, each of the Company, Parent and Merger and the other Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to Sub shall (i) obtain or cause make all appropriate filings and submissions (and filings and submissions considered by Parent to be obtained, or make or cause advisable) under the HSR Act and with any other Governmental Authority pursuant to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under any other applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each caseor otherwise, as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided thatpracticable, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and but in no event later than ten (10) 10 Business Days after the date of this Agreement))Agreement with respect to filing under the HSR Act, and (ii) shall make an appropriate response as promptly as practicable to any request for information and documentary material that may be made by a Governmental Body pursuant to any other appropriate submissions under other applicable Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with (ii) use reasonable best efforts to obtain as promptly as practicable the reasonable cooperation termination of any waiting period under the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under HSR Act and any applicable foreign Antitrust Laws or Foreign Investment Laws. The Company shall, (iii) cooperate and consult with each other in (A) determining which filings are required to be made prior to the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection Effective Time with, and provide which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the other parties in advanceEffective Time from, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party Governmental Authorities in connection with proceedings under the execution and delivery of this Agreement and consummation of the Transactions and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsauthorizations. (b) Without limiting the foregoingIn connection with, and without limiting, the parties hereto agreeefforts referenced in Section 6.10(a), each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other reasonably informed of any communication received by it from, or given by it to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other United States or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the Transactions and (iii) permit the other to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority (other than the Defense Security Service) or, in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings any proceeding by a private party, with any Governmental Body relating to any Antitrust Lawsother Person, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriatepermitted by the FTC, the DOJ or such other applicable Governmental Authority (other than the Defense Security Service) or other Person, give the other the opportunity to attend and participate in such meetings and conferences. (c) Notwithstanding anything In furtherance and not in this Agreement limitation of the covenants of the Parties contained in Section 6.10(a) and Section 6.10(b), if any objections are asserted with respect to the contraryTransactions under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, the DOJ or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, applicable Governmental Authority or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect private party challenging any of the Transactions as violative of any LawsAntitrust Law or which would otherwise prevent, order, injunction materially impede or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal materially delay the consummation of the Contemplated Transactions, in each caseof Parent, Merger Sub and the Company shall use its reasonable best efforts to cause the Merger resolve any such objections or suits so as to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as permit consummation of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare LawsTransactions, including (A) promptly complying with in order to resolve such objections or suits which, in any required requests for additional information (including any second request or equivalent) by any Governmental Bodycase if not resolved, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would could reasonably be expected to result in a material adverse effect on the businessprevent, condition (financial materially impede or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear consummation of the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body Authority or private party challenging the MergerMerger or any other Transaction, each of Parent, Merger Sub, Sub and the Company shall cooperate in all respects with each other and shall use its commercially respective reasonable best efforts to vigorously contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other orderOrder, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective TimeTransactions; provided, each party hereto however, that no Party shall use commercially reasonable efforts to deliver make any notices to offer, acceptance or obtain any consents, approvalscounter-offer to, or waivers of third parties otherwise engage in discussions with, any Governmental Authority with respect to any Contracts to which it is a party as may be necessary for proposed settlement, consent decree, commitment or remedy, or, in the consummation event of the Contemplated Transactions litigation, discovery, admissibility of evidence, timing or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoingscheduling, except as required specifically requested or agreed to by applicable Law or an applicable Labor Agreementthe other Parties, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent agreement shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Each Party shall use its reasonable best efforts to provide full and effective support the other Parties in all material respects in all such negotiations and discussions to the extent reasonably requested by any such other Party. (e) Notwithstanding the foregoing or any other provision of this Agreement, (i) nothing in this Section 6.10 shall limit a Party’s right to terminate this Agreement pursuant to Section 8.01 and (ii) nothing in this Agreement shall obligate Parent, Merger Sub or any of their respective Affiliates to agree to (A) sell, hold separate or otherwise dispose of all or a portion of its respective business, assets or properties, or conduct its business in a specified manner, (B) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any Contract any material accommodation, (C) commence or defend any Action or claim in respect of any threatened Action, (D) limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties or of the businesses, properties or assets of the Company and its Subsidiaries or (E) waive any of the conditions set forth in ARTICLE VII of this Agreement. Without the prior written consent of Parent, none of the Company or any of its Subsidiaries shall, in response to any objections asserted with respect to the Transactions under any Antitrust Law or any suit instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Transactions as violative of any Antitrust Law, (A) sell, hold separate or otherwise dispose of all or a portion of their respective businesses, assets or properties, or conduct their business in a specified manner, (B) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any Contract any material accommodation, (C) commence or defend any Action or claim in respect of any threatened Action or (D) limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties. (f) Without limiting the generality of Section 6.10(a), each of Parent and the Company shall use its reasonable best efforts to submit a draft joint voluntary notice and, following the receipt of any comments thereto, a final joint voluntary notice, to CFIUS (the “Exon-▇▇▇▇▇▇ Filing”) as promptly as reasonably practicable following the date of this Agreement. Parent and the Company shall cooperate in preparing, pre-filing and filing with CFIUS a joint voluntary notice of the Transactions in accordance with applicable Law. Each of Parent and the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable (but in any event within the time required to avoid possible rejection or deferred acceptance of the Exon-▇▇▇▇▇▇ Filing under 31 C.F.R. § 800.403) to any inquiries or requests received from CFIUS in connection with such joint voluntary notice. Each of Parent and the Company shall use its reasonable best efforts to obtain the CFIUS Approval.

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain any consents, approvals or waivers of third parties with respect to any Contracts to which the Company or any of its Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party of the Company, Parent and Merger Sub shall, and shall cause its respective Subsidiaries toas promptly as practicable, use its commercially reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the Transactions. In furtherance and not in limitation of the foregoing, each of the Company, Parent and Merger Sub shall (i) make all appropriate filings and submissions (and filings and submissions considered by Parent to be advisable) under the HSR Act and with any other Contemplated Transactions Governmental Authority pursuant to any other applicable Antitrust Laws or otherwise, as promptly as possible andpracticable, but in no event later than 10 Business Days after the date hereof with respect to filing under the HSR Act, and shall make as promptly as practicable any eventother appropriate submissions under other applicable Antitrust Laws, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to (ii) use commercially reasonable efforts to (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents as promptly as practicable the termination of any waiting period under the HSR Act and approvals under any applicable foreign Antitrust Laws, Foreign Investments Laws (iii) cooperate and Healthcare Laws set forth on Schedule 5.8(aconsult with each other in (A) of determining which filings are required to be made prior to the Company Disclosure Letter Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Authorities in connection with the Contemplated Transactions, in each case, as promptly as practicable execution and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date delivery of this Agreement (and in no event later than ten (10) Business Days after related agreements and consummation of the date of this Agreement)), transactions contemplated hereby and thereby and (iiB) make an appropriate response as promptly as practicable to any request for information timely making all such filings and documentary material that may be made by a Governmental Body pursuant to any Antitrust Lawstimely seeking all such consents, Foreign Investment Laws approvals, permits, notices or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsauthorizations. (b) Without limiting In connection with the foregoingefforts referenced in Section 6.09(a), each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to, the parties hereto agreeFederal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the Transactions and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority or, in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings any proceeding by a private party, with any Governmental Body relating to any Antitrust Lawsother Person, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriatepermitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) Notwithstanding anything In furtherance and not in this Agreement limitation of the covenants of the parties contained in Section 6.09(a) and Section 6.09(b), if any objections are asserted with respect to the contraryTransactions under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, the DOJ or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, applicable Governmental Authority or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect private party challenging any of the Transactions as violative of any LawsAntitrust Law or which would otherwise prevent, order, injunction materially impede or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal materially delay the consummation of the Contemplated Transactions, in each caseof Parent, Merger Sub and the Company shall use its reasonable best efforts to cause the Merger resolve any such objections or suits so as to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as permit consummation of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare LawsTransactions, including (A) promptly complying with in order to resolve such objections or suits which, in any required requests for additional information (including any second request or equivalent) by any Governmental Bodycase if not resolved, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would could reasonably be expected to result in a material adverse effect on the businessprevent, condition (financial materially impede or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear consummation of the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body Authority or private party challenging the MergerMerger or any other Transaction, each of Parent, Merger Sub, Sub and the Company shall cooperate in all respects with each other and shall use its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other orderOrder, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the MergerTransactions. Parent shall be entitled to direct the antitrust defense of the Merger or any other Transactions, or negotiations with, any Governmental Authority or other Person relating to the Merger or regulatory filings under applicable Antitrust Law, subject to the provisions of Section 6.09(a), (b), (c) and (e). (e) Prior Notwithstanding the foregoing or any other provision of this Agreement, (i) nothing in this Section 6.09 shall limit a party’s right to the Effective Time, each party hereto terminate this Agreement pursuant to Section 8.01 and (ii) nothing in this Agreement shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will obligate Parent, Merger SubSub or any of their respective Affiliates to agree to (A) sell, hold separate or otherwise dispose of all or a portion of its respective business, assets or properties, or conduct its business in a specified manner, (B) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any Contract any material accommodation, (C) commence or defend any Action or claim in respect of any threatened Action, (D) limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties or of the businesses, properties or assets of the Company and its Subsidiaries or (E) waive any of the conditions set forth in ARTICLE VII of this Agreement. Without the prior written consent of Parent, none of the Company or any of their respective its Subsidiaries be required to payshall, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation in response to any third party to obtain any consent, approval or waiver required objections asserted with respect to the Transactions under any such Contract. Notwithstanding the foregoing, except as required by applicable Antitrust Law or an applicable Labor Agreementany suit instituted (or threatened to be instituted) by the FTC, the Company shall not consult with DOJ or any Union regarding other applicable Governmental Authority or any private party challenging any of the Contemplated Transactions without obtaining Parent’s prior written consent as violative of any Antitrust Law, (which consent shall not be unreasonably withheldA) sell, conditioned hold separate or delayedotherwise dispose of all or a portion of their respective businesses, assets or properties, or conduct their business in a specified manner, (B) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any Contract any material accommodation, (C) commence or defend any Action or claim in respect of any threatened Action or (D) limit in any manner whatsoever the ability of such entities to conduct, own, operate or control any of their respective businesses, assets or properties.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the transactions contemplated by this Agreement, and no party hereto shall fail to use reasonable best efforts to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated hereby. Each party shall use its commercially reasonable efforts to obtain consents with respect to the Contracts listed on Section 3.4 of the Company Disclosure Letter to the extent Parent requests that such consent be sought. Notwithstanding the foregoing, nothing in this Agreement shall require Parent or Merger Sub to, and the other Contemplated Transactions Company shall not without the prior written consent of Parent, agree to any modification to or accommodation under any Contract or undertake any liability in connection with obtaining any consent under any Contract. In furtherance and not in limitation of the foregoing, each party hereto agrees to make, if required, appropriate filings under any Antitrust Law (as defined in Section 5.6(d) hereof), including an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as possible andpracticable and in any event within ten Business Days of the date hereof and to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. The Company shall use good faith efforts to execute its existing plan to become compliant with applicable Payment Card Industry standards within a reasonable period of time. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 5.6(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any eventother Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other party reasonably informed of any communication received by such party from, or before given by such party to, the Outside Federal Trade Commission (the “FTC”), the Antitrust Division of the DOJ (the “Antitrust Division”) or any other U.S. or foreign Governmental Entity of competent jurisdiction and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iii) permit the other party a reasonable opportunity to review any substantive written communication given by it to, and consult with each other in advance of any scheduled substantive meeting or conference with, the FTC, the Antitrust Division or any other Governmental Entity of competent jurisdiction or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the Antitrust Division or such other Governmental Entity of competent jurisdiction or other Person, give the other party the reasonable opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other side under this Section 5.6(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel regarding Antitrust Law of the recipient and will not be disclosed by outside counsel to employees, officers, directors or consultants of the recipient or any of its Affiliates unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel. Each of the Company and Parent shall cause its respective counsel regarding Antitrust Law to comply with this Section 5.6(b). Notwithstanding anything to the contrary in this Section 5.6(b), materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and privileged communications. (c) Subject to the terms and conditions of this Agreement, Parent and the Company shall, from the date of this Agreement until the Closing Date, use their respective reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing. Notwithstanding anything in this Agreement to the contrary, in order to obtain the parties hereto agree to use commercially reasonable efforts to approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, neither Parent nor any of its Subsidiaries or Affiliates shall be obligated to, and neither the Company nor any of its Subsidiaries shall without the prior written consent of Parent (which consent shall be in sole discretion of Parent), (i) obtain proffer to, agree to or cause become subject to be obtainedany order, judgment or make decree to, sell, license or cause to be madedispose of or hold separate or sell, all required permitslicense or dispose of or hold separate before or after the Closing, licensesany of the assets, registrationsbusinesses, certificatesproduct lines or interest in any assets or businesses of Parent or any of its Affiliates or any material portion of the assets, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) business product lines or interest in any assets of the Company Disclosure Letter in connection with the Contemplated Transactionsor any of its Subsidiaries or to consent to any sale, in each caselicense, as promptly as practicable and in any event prior or disposition, or agreement to the expiration of any applicable legal deadline (provided thatsell, unless otherwise agreed license or dispose of, by the Company and Parent in writingor any of its Subsidiaries, any material portion of the applicable filings (assets, businesses or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) product lines of the Company Disclosure Letter must be made as promptly as practicable after the date or any of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for information and documentary material that may be made by a Governmental Body pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsits Subsidiaries, (ii) to give each other an opportunity to participate in each of such meetingsproffer to, (iii) to the extent practicableagree to, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating or become subject to any Antitrust Lawsorder, Foreign Investment Laws judgment or Healthcare Lawsdecree to make or accept, (iv) if any Governmental Body initiates a substantive oral communication regarding changes, modifications, limitations or restrictions in the operations of any Antitrust Laws, Foreign Investment Laws assets or Healthcare Laws, to promptly notify the other parties businesses of Parent or any material portion of the substance assets or businesses of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including the Company or any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (c) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions Parent need not agree to any such items with respect to the Company and its Subsidiaries if any of such changes, modifications, limitations or restrictions have any effect on the operations, business or assets of Parent or any of its other Subsidiaries that would be material (x) Labor Consultations, (y) any Permit that with materiality based on the Company, as of the date of this Agreement, does not believe is required for the operation of the business size of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before rather than the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses size of Parent and its Subsidiaries)), any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound or any Material Contract to which the Company or any of its Subsidiaries is a party or otherwise bound or any of the relationships of Parent or any of its Subsidiaries or any material relationship of the Company or any of its Subsidiaries with any other Persons (contractual or otherwise), or (iii) proffer to or agree to any concession, accommodation or liability (except as would not be prohibited by clause (i) and (ii)) (the items in clauses (i) through (iii), to the extent related to or arising out of this Agreement or any of the transactions contemplated hereby in order to obtain the approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, including the Surviving Corporation filings made in connection with this Section 5.6, each a “Burdensome Action”). The parties understand and its Subsidiaries) and any other restrictions on agree that the activities of Parent Company and its Subsidiaries (including the Surviving Corporation and its Subsidiaries)shall not take, and (C) contesting, defending, and appealing any threatened offer or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto agree to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing described in clauses (Bi) or through (Ciii) as a condition by above (for purposes of this sentence reading such clauses without the references to material) unless Parent has provided its prior written consent, which consent shall be granted with respect to any Governmental Body actions that are required to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, be taken pursuant to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions terms of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action Agreement within a time period that would reasonably permit the Merger to be expected consummated prior to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear if all of the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, other conditions to the extent necessary, and parties obligations are satisfied or waived (other than conditions that may only be satisfied on the Regulatory ApprovalsClosing Date). (d) Without limiting the obligations in clauses (a), (b) and (c) For purposes of this Section 5.8Agreement, in “Antitrust Law” means the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger▇▇▇▇▇▇▇ Act, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Subamended, the Company or any of their respective Subsidiaries be required to pay▇▇▇▇▇▇▇ Act, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreementamended, the Company shall not consult with any Union regarding HSR Act, the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheldFederal Trade Commission Act, conditioned as amended, Foreign Antitrust Laws and all other Laws that are designed or delayed)intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior each of the Company and the Acquiror agrees to use its reasonable best efforts to consummate the transactions contemplated hereby as soon as practicable after the date hereof. Subject to the Effective Timeterms and conditions of this Agreement, without limiting the foregoing, (i) each party shall, of the Company and shall cause its respective Subsidiaries to, the Acquiror agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions and necessary to do, or cause to be done, comply promptly with all things necessary, proper, or advisable legal requirements under applicable Laws to consummate the Merger and the other Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement Law that may be imposed on itself with respect to the contrary, the parties hereto agree transactions contemplated hereby (which actions shall include furnishing all information requested in connection with approvals of or filings with any Person or other Governmental Entity) and shall promptly cooperate with and furnish information to use commercially reasonable efforts each other in connection with any such requests to (i) obtain any of them or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) any of the Company Disclosure Letter their Affiliates in connection with the Contemplated Transactionstransactions contemplated hereby and (ii) each of the Company and the Acquiror shall use its reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any consent, in each caseauthorization, as promptly as practicable and in order or approval of, or any event prior exemption by, any Governmental Entity required or advisable to the expiration of any applicable legal deadline (provided that, unless otherwise agreed be obtained or made by the Company and Parent or the Acquiror or any of their Affiliates in writing, connection with the applicable filings (or draft filings where applicable) pursuant transactions contemplated by this Agreement. Subject to the Regulatory Approvals terms and conditions set forth in Section 5.8(a) this Agreement, each of the Company Disclosure Letter must be made and the Acquiror agrees to make all appropriate filings, notices and registrations with any Governmental Entity with respect to the transactions contemplated hereby as promptly as practicable after the date of this Agreement in order to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required or advisable to be obtained or made by the Company or the Acquiror or any of their Affiliates in connection with the taking of any action contemplated thereby or by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and an appropriate filing pursuant to the Federal Law of Economic Competition with respect to the transactions contemplated hereby as promptly as practicable (and in no any event later than in the case of the filing pursuant to (A) the HSR Act, within ten (10) Business Days after of the date of this Agreement)), hereof and (iiB) make an appropriate response the Federal Law of Economic Competition, within fifteen (15) Business Days of the date hereof) and to supply as promptly as reasonably practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to any Antitrust Lawsthe HSR Act and the Federal Law of Economic Competition and to take all other actions necessary, Foreign Investment Laws proper or Healthcare Laws. Parent shall, with advisable to cause the reasonable cooperation expiration or termination of the Company, be responsible for making any filing or notification required for applicable waiting periods under the purposes HSR Act and the Federal Law of consents or approvals required under any applicable Antitrust Laws or Foreign Investment LawsEconomic Competition as soon as practicable. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agreeshall request and shall use reasonable best efforts to obtain early termination of the waiting period provided for in the HSR Act. (b) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings referenced in Section 5.4(a), each of the Company (in the case of clauses (i) and (iii) of this Section 5.4(b)) and the Acquiror (in all cases set forth below) agree to take or cause to be taken the following actions: (1) the prompt provision to each and every Governmental Entity with jurisdiction over enforcement of any applicable antitrust or competition laws (“Government Antitrust Entity”) of non-privileged information and documents as defined under applicable Law requested by any Government Antitrust Entity or that are necessary, proper or advisable to permit the consummation of the transactions contemplated by this Agreement and (2) the prompt filing with the applicable Government Antitrust Entity of all appropriate notices and reports required under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement; (ii) the prompt use of its reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement, including the proffer and agreement by the Acquiror of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, liquidation, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Business or the Acquiror or the Acquiror’s subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Government Antitrust Entity giving effect thereto), in each case conditioned upon the consummation of the transactions contemplated hereby if such action should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any proceeding in connection any forum or (y) issuance of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby by any Government Antitrust Entity; and (iii) the prompt use of its reasonable best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding, review or inquiry of any kind that would make the consummation of the transactions contemplated hereby in accordance with the Merger terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby, any and all steps (including, the appeal thereof, the posting of a bond or the other Contemplated Transactions (i) to give each other reasonable advance notice taking of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, the steps contemplated by clause (ii) of this Section 5.4(b)) necessary to give each other an opportunity resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to participate in each of permit such meetings, consummation on a schedule as close as possible to that contemplated by this Agreement. (iiic) Each party to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to this Agreement shall promptly notify the other parties party of any communication it receives from any Governmental Entity relating to the substance matters that are the subject of such communicationthis Agreement, (v) to provide each shall permit the other with a reasonable advance opportunity party to review in advance any proposed communication by such party to any Governmental Entity, and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to shall provide each other with copies of all substantive written correspondence, filings or communications to between them or from any of their Affiliates, on the one hand, and any Governmental Body relating Entity or members of its staff, on the other hand, subject to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsthis Section 5.4. Any such disclosures or provision of copies by one No party to this Agreement shall agree to participate in any meeting with any Governmental Entity in respect of any such filings, investigation or other inquiry unless it consults with the others may be redacted or made on an outside counsel basisother parties in advance and, if and to the extent reasonably appropriate. (cpermitted by such Governmental Entity, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, Section 5.3(b) Notwithstanding anything in and to this Section 5.4(c) and compliance with applicable Law, the parties to this Agreement to will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the contrary, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws other parties may reasonably request in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvalsforegoing. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior each Party will use its best efforts to (and, in the Effective Time, each party shall, and shall cause its respective Subsidiaries tocase of BidCo, use its commercially reasonable best efforts to cause each of its subsidiaries and Affiliates (collectively, the "BidCo Group") to) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws and regulations to consummate the Merger Acquisition and the other Contemplated Transactions as promptly as possible andtransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement each Party hereto agrees to the contrary, the parties hereto agree to use commercially reasonable efforts to make (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents ) an appropriate filing of a Notification and approvals under applicable Antitrust Laws, Foreign Investments Laws Report Form pursuant to the HSR Act and Healthcare Laws set forth on Schedule 5.8(athe foreign antitrust and investment filings listed in Section 6.5(a) of the Company Disclosure Letter in connection with respect to the Contemplated Transactions, in each case, transactions contemplated hereby as promptly as practicable and in any event prior within ten (10) Business Days of the date hereof with respect to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) filing made pursuant to the Regulatory Approvals set forth HSR filing and as promptly as practicable for the other filings listed in Section 5.8(a6.5(a) of the Company Disclosure Letter must be made and to supply as promptly as reasonably practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for additional information and documentary material that may be requested pursuant to the HSR Act or any Antitrust Law and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and to obtain approval required under any other Antitrust Law as soon as practicable. (b) BidCo, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.5(a) to obtain all requisite approvals and authorizations or expiration of waiting periods for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for any application or other filing to be made by a Governmental Body the other party pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, applicable Law in connection with the reasonable cooperation transactions contemplated by this Agreement; (iii) promptly notify the other Party of any substantive communication received by such party from, or given by such party to, the U.S. Federal Trade Commission (the "FTC"), the Antitrust Division of the CompanyDepartment of Justice (the "DOJ") or any other U.S. or foreign Governmental Entity and of any substantive communication received or given in connection with any proceeding by a private party, be responsible for making in each case regarding any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under transactions contemplated hereby and, subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and communications between them and the FTC, the DOJ, or any applicable Healthcare Laws. The parties hereto shall other Governmental Entity with respect to the transactions contemplated by this Agreement (other than Item 4(c) and Item 4(d) documents and subject to adequate measures for protection of commercially and/or competitively sensitive information); (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the DOJ, FTC or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions; and (v) permit the other Party to review any substantive communication given by it to, and consult and cooperate with one anothereach other in advance, and consider in good faith the views of one another, other Party's reasonable comments in connection with, and provide to any communication, meeting or conference with, the FTC, the DOJ or any other parties in advanceGovernmental Entity or, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any proceeding by a private party, with any other Person; provided, that BidCo shall be solely responsible for the final content of any substantive communications with any applicable Governmental Entity. For purposes of this Agreement, "Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) Without limiting Law" means the foregoingS▇▇▇▇▇▇ Antitrust Act of 1890, the parties hereto agreeC▇▇▇▇▇▇ Antitrust Act of 1914, in each case in connection with the Merger HSR Act, the Federal Trade Commission Act of 1914 and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or the other Contemplated Transactions intended to (i) to give each other reasonable advance notice prohibit, restrict or regulate actions having the purpose or effect of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws monopolization or Healthcare Laws, restraint of trade or lessening of competition through merger or acquisition or (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each approve investments made by entities based in other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriatecountries. (c) No Party shall independently participate in any substantive meeting or communication with any Governmental Entity in respect of any such filings, investigation or other inquiry relating to Section 6.5(a) or Section 6.5(b) without giving the other Parties sufficient prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate in such substantive meeting or communication. Notwithstanding anything to the contrary set forth in this Agreement to Agreement, and in furtherance and not in limitation of the contraryforegoing, Parent BidCo shall, and shall cause each member of its Subsidiaries the BidCo Group to, take any and all steps necessary to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or (y) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, order or judgment that would prevent, prohibit, restrict or delay the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions expeditiously (and, for the avoidance of doubt, so as to avoid an in-depth or second-phase review by the relevant Governmental Entity) (but in no event later than the End Date), including, but without limiting the foregoing, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offeringproposing, negotiating, committing to, to and effecting, by consent decree, hold separate order, orders or otherwise, the sale, divestituredivesture, licensedisposition, or other disposition license of any and all of the capital stock, assets, equity holdingsproperties, products, rights, products, services or businesses of Parent and BidCo, BidCo's subsidiaries, BidCo's Affiliates, or the Company or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and subsidiaries or any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), interest therein and (Cii) contestingotherwise taking or committing to take actions that would limit BidCo's, defendingBidCo's subsidiaries, and appealing any threatened or pending preliminary or permanent injunction or other order, decreeBidCo's Affiliates, or ruling the Company's or statute, rule, regulationits subsidiaries' freedom of action with respect to, or executive order that would adversely affect the its or their ability to retain any assets, properties, products, rights, services or businesses of any party hereto to consummate the Merger and taking such actions to prevent the entryBidCo, enactmentBidCo's subsidiaries, BidCo's Affiliates, or promulgation thereof; providedthe Company or its subsidiaries or any interest or interests therein, provided that Parent any such action is conditioned upon (and its Subsidiaries will shall not be required to take any completed prior to) the consummation of the actions Acquisition and the other transactions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting Subject to the obligations in clauses (aunder Section 6.5(c), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body Entity or private party challenging the MergerAcquisition or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Merger Sub, BidCo and the Company shall, and BidCo shall cause each member of the BidCo Group to, cooperate in all respects with each other and shall use its commercially reasonable respective best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, injunction or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Mergertransactions contemplated by this Agreement. (e) Prior Neither BidCo nor any member of the BidCo Group shall acquire or agree to the Effective Timeacquire, each party hereto shall use commercially reasonable efforts to deliver any notices to by merging with or obtain any consents, approvalsinto or consolidating with, or waivers by purchasing a portion of third parties with respect the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any Contracts assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to which it is a party as may be necessary for consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an order prohibiting the consummation of the Contemplated Transactions transactions contemplated by this Agreement; or required by (iii) materially delay or prevent the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. transactions contemplated by this Agreement. (f) Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement(i) BidCo shall direct, in consultation with the Company shall not consult and after considering in good faith the Company's views, strategy and timing, proceedings and other activities with respect to seeking any actions, non-actions, terminations or expirations of waiting periods, consents, approvals or waivers of any Governmental Entity as contemplated hereby (provided that no Party may enter into a so-called timing agreement with any Union regarding Governmental Entity without the Contemplated Transactions without consent of the other Party), (ii) the Company shall, and shall cause each of its subsidiaries to, use reasonable best efforts to take such actions as reasonably requested by BidCo in connection with obtaining Parent’s prior written consent any such actions, non-actions, terminations or expirations of waiting periods, consents, approvals or waivers and (iii) BidCo shall have the sole and exclusive right, in consultation with the Company and after considering in good faith the Company's views, to propose, negotiate, offer or commit to make or effect any divestitures, dispositions or licenses of any assets, properties, products, rights, services or businesses, or to agree to any other remedy, requirement, obligation, condition or restriction related to the conduct of BidCo's and its HSR Affiliates' (as such term is defined by the HSR Act) or the Company's and its subsidiaries' businesses in order to resolve any Governmental Entity's objections to or concerns about the transactions contemplated by this Agreement. (g) Notwithstanding the foregoing, commercially and/or competitively sensitive information and materials of a Party will be provided to the other Party on an outside counsel-only basis (or by otherwise taking appropriate steps to safeguard the information and comply with applicable Law) while, if requested in writing by the other Party and to the extent feasible, making a version in which consent shall not be unreasonably withheld, conditioned or delayed)the commercial and/or competitively sensitive information has been redacted available to the other Party.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws laws and regulations to consummate the Merger and the other Contemplated Transactions transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, (i) each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as possible and, in practicable and to supply as promptly as practicable any event, by or before the Outside Date. Notwithstanding anything in this Agreement additional information and documentary material that may be requested pursuant to the contraryHSR Act and to take all other actions necessary, proper or advisable to cause the parties hereto agree to use commercially reasonable efforts to (i) obtain expiration or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) termination of the Company Disclosure Letter in connection applicable waiting periods under the HSR Act as soon as practicable, including requesting early termination of the HSR waiting period, and (ii) Parent shall, with the Contemplated Transactionsassistance of the Company, in each case, prepare a request for an Advance Ruling Certificate pursuant to Section 102 of the Competition Act (Canada) and shall file such request as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) within ten business days of the Company Disclosure Letter must be made date hereof and each party shall supply as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to any Antitrust Lawsthe Competition Act (Canada) and take all other actions necessary, Foreign Investment Laws proper or Healthcare Lawsadvisable to cause the exemption from, or expiration or termination of the waiting period under Part IX of the Competition Act (Canada) including, if an Advance Ruling Certificate is not issued within 30 days of the filing of the request therefor, the filing of notification materials as promptly as possible thereafter. Parent shall, with and the reasonable cooperation Company shall each bear one-half of the Company, be responsible for making any filing or notification required for fees associated with all filings under the purposes of consents or approvals required under any applicable HSR Act and Foreign Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) Without limiting Subject to all applicable confidentiality requirements and all applicable laws, each of Parent and Merger Sub, on the foregoingone hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.8(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to, the parties hereto agreeFederal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body Antitrust Law relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, the transactions contemplated hereby; and (iii) permit the other party to the extent practicablereview any communication given by it to, to give and consult with each other reasonable in advance notice of all substantive oral communications any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any Governmental Body relating to proceeding by a private party, with any Antitrust Lawsother person, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (c) Notwithstanding anything permitted by the FTC, the DOJ or such other applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in this Agreement to the contrarysuch meetings and conferences, Parent shall, and shall cause in each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or case in connection with any Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, Law relating to the extent necessarytransactions contemplated hereby; provided, and the Regulatory Approvalshowever, and (iii) use its commercially reasonable efforts that no party hereto shall be required to take any and all actions necessary to obtain provide any other consentsparty with copies of confidential documents or information included in its filings and submissions under the HSR Act or Foreign Antitrust Law, clearancesprovided, or approvals required further, that a party hereto may request entry into a joint defense agreement as a condition to providing any such materials and that, upon receipt of that request, the parties shall work in order good faith to eliminate impediments under applicable Laws asserted by any Governmental Body, including enter into a joint defense agreement to create and preserve attorney-client privilege in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be a form and in effect that prohibits, enjoins, restricts, prevents or makes illegal substance mutually acceptable to the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date parties. For purposes of this Agreement, does not believe is required for “Antitrust Law” means the operation ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of the business monopolization or restraint of the Company and its Subsidiaries trade or (z) any Healthcare Lawslessening of competition through merger or acquisition, including the Competition Act (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayedCanada).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the Merger Transactions, including: (i) obtaining all necessary actions or non-actions, waivers, consents, qualifications and approvals from Governmental Entities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any Governmental Entity (including under the HSR Act and the Requisite Regulatory Approvals); (ii) defending any lawsuits or other Contemplated legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iii) executing and delivering any additional documents or instruments reasonably necessary to consummate the Transactions and to carry out this Agreement. In furtherance and not in limitation of the foregoing, each party agrees to make, if required, appropriate filings and registrations under applicable Regulatory Laws and Insurance Laws. Each party agrees to make, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions within thirty (30) days after the date hereof and to supply as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, as promptly as reasonably practicable and in advisable any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for additional information and documentary material that may be made requested by a any Governmental Body Entity pursuant to any Antitrust Lawsthe HSR Act and to take all other reasonable actions necessary, Foreign Investment Laws proper or Healthcare Lawsadvisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. Parent shallEach party agrees to make, if required, appropriate filings of Applications for Approval of Acquisition of Control Statements, or “Form A” statements, and all related filings, with respect to the Transactions with the applicable Insurance Regulators, as applicable, within thirty (30) Business Days after the date hereof; provided, however, that any required pre-acquisition notice (Form E) filings, Form E exemption filings, and all related applications and filings with respect to the Transactions shall be submitted within forty (40) Business Days after the date hereof. Each party agrees to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be reasonably requested by any Insurance Regulator pursuant to the Insurance Laws and to take all other reasonable cooperation actions necessary, proper or advisable to obtain the applicable consents and approvals of the applicable Insurance Regulators as soon as practicable. (b) Each of Parent and Merger Sub, on the one hand, and the Company, be responsible on the other hand, shall, in connection with and without limiting the obligations to use certain efforts referenced in Section 5.5(a), to the extent relating to the requisite approvals, authorizations and clearances for making the Transactions under the HSR Act and the other Regulatory Laws and the Insurance Laws, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or notification required submission and in connection with any investigation or other inquiry, including any Action initiated by a private party, (ii) keep the other reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), any Insurance Regulator or any other Governmental Entity and of any communication received or given in connection with any Action by a private party, in each case regarding any of the Transactions, (iii) permit the other a reasonable opportunity to review any substantive written communication given by it to, and consult with each other in advance of any scheduled substantive meeting, discussion or conference with, the FTC, the DOJ, any Insurance Regulator or any other Governmental Entity or, in connection with any Action by a private party, with any other Person, and, to the extent permitted by the FTC, the DOJ, such Insurance Regulator or such other applicable Governmental Entity or other Person, as applicable, give the other the reasonable opportunity to attend and participate in such meetings, discussions and conferences solely to the extent such meetings, discussions and conference relate to this Agreement, the Merger or the other Transactions, and (iv) to the extent practicable and subject to the other provisions in this Section 5.5, attempt to confer in good faith in order to (A) exchange and review respective views and positions with the other as to potential Materially Burdensome Conditions and (B) discuss and present to, and engage with, the applicable Governmental Entity regarding any approaches or actions that could mitigate the scope or impact of a potential Materially Burdensome Condition so that it does not become a Materially Burdensome Condition. Parent and the Company shall promptly advise each other upon receiving any communication, including promptly furnishing each other copies of any written or electronic communication, and shall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any requisite approval, authorization or clearance for the purposes Transactions under the HSR Act or any Requisite Regulatory Approval will not be obtained or that the receipt of consents any such approval, authorization or approvals required under any applicable Antitrust Laws clearance or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, Requisite Regulatory Approval will be responsible for making any filing materially delayed or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Lawsconditioned or impose or require a Materially Burdensome Condition. The parties hereto shall will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals to be made or submitted by or on behalf of such party any party, including reasonable access to any materials submitted in connection with any proceedings under or relating to the HSR Act or any Antitrust Lawsother applicable Regulatory Law, Foreign Investment Laws including any proceeding under 16 C.F.R. § 803.20. Notwithstanding anything to the contrary in this Section 5.5, no party will have any obligation to share any trade secret or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agree, in each case in connection other competitively sensitive information with the Merger or other party. Such materials and the other Contemplated Transactions (i) information contained therein shall be given only to give each other reasonable advance notice of all meetings with any Governmental Body the outside counsel for matters relating to Regulatory Law of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or consultants of the recipient or any Antitrust Lawsof its Affiliates, Foreign Investment Laws unless express permission is obtained in advance from the Company or Healthcare LawsParent, (ii) to give each other an opportunity to participate in each as the case may be, or its outside legal counsel. Each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body Company and Parent shall cause its respective outside legal counsel for matters relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, Regulatory Law to promptly notify the other parties of the substance of such communication, (v) to provide each other comply with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriatethis Section 5.5(b). (c) Without limiting any other obligations of Parent hereunder, Parent will respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Entity with respect to the Transactions and will use its reasonable best efforts to take any and all action necessary to ensure that each requisite approval, authorization or clearance under the HSR Act and each Requisite Regulatory Approval is obtained by the Outside Date, in each case, without imposing or requiring a Materially Burdensome Condition. (d) Notwithstanding anything in this Agreement to the contrary, no Parent Company shall be obligated to, and no Acquired Company shall, and shall cause each without the prior written consent of Parent at its Subsidiaries sole discretion, consent to, take or refrain from taking, or offer or commit or consent to take or refrain from taking (A) any action that involves (i) take making any and all actions necessary to obtain divestiture or disposition of any consents, clearances, portion of any business or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Bodyassets, (ii) use its commercially reasonable efforts to take licensing any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect portion of any Laws, order, injunction business or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).,

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to, or to use commercially reasonable efforts to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) obtain or cause make an appropriate filing of a Notification and Report Form pursuant to be obtained, or make or cause the HSR Act and all other filings required pursuant to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable foreign Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of with respect to the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, Merger as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) filing of a Notification and Report Form pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter HSR Act must be made on or before December 18, 2020) and (ii) to supply as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to the HSR Act or any other Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare LawsLaw. The parties hereto also shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) . Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions agree (iA) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iiB) to give each other an opportunity to participate in each of such meetings, (iiiC) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ivD) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (vE) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (viF) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others other may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (cb) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries and Affiliates to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation, or decree designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws, and ”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall practicable and, in no way include actions with respect to (x) Labor Consultationsany event, (y) any Permit that by or before the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare LawsOutside Date, including (Ai) promptly complying with any required requests for additional information (including any second request or equivalentrequest) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (Cii) contesting, defending, contesting and appealing defending any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Offer and the Merger and taking such other actions to prevent the entry, enactment, or promulgation thereof; provided. Furthermore, that Parent and its Subsidiaries will shall not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall nottake, and shall cause each of its Subsidiaries to not, not take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respectprobable. Parent shall bear the filing fees expenses and costs incurred by the parties in connection with any filings or other such actions which may be required by such party to obtain clearance under any Antitrust Law for the consummation of the Offer and the Merger, in connection each case, after the initial filing in each jurisdiction. Notwithstanding anything to the contrary in this Section 6.6(b) or otherwise in this Agreement, neither Parent nor any of its Affiliates shall have any obligation offer, negotiate, commit to, or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any or all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent or any of its Subsidiaries (including the Surviving Corporation), or any other restrictions on the activities of Parent or any of its Subsidiaries (including the Surviving Corporation); provided, however, that Parent shall take such actions with respect to the Company (including, after the Effective Time, the Surviving Corporation) if such action (A) is necessary to obtain required clearances or waiting period expirations or terminations as may be required under the HSR Act or any consents Antitrust Laws by or approvals under Antitrust Lawsbefore the Outside Date and (B) would not, Healthcare Laws individually or Foreign Investments Laws in connection with the aggregate, reasonably be expected to be materially detrimental to the benefits to be derived by Parent and its Affiliates as a result of the Contemplated Transactions. In addition, the Company shall not offer or commit to take any of such actions without Parent’s prior written consent. For the extent necessaryavoidance of doubt, Parent shall not require the Company to, and the Regulatory ApprovalsCompany shall not be required to, take any action with respect to any consent decree, hold separate order or other applicable Law that binds the Company prior to the Effective Time. (dc) Without limiting the obligations in clauses (a), (b) and (cb) of this Section 5.86.6, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Offer or the Merger, each of Parent, Merger SubPurchaser, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger. (ed) Prior to the Effective Acceptance Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance performance, or consummation of the Contemplated Transactions; provided that provided, that, in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval approval, or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each party shall, and parties shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper, proper or advisable under applicable Laws Law (including under any Antitrust Law) to consummate the Merger and the other Contemplated Transactions transactions contemplated by this Agreement at the earliest practicable date, including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and using reasonable best efforts to take such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act or any other Antitrust Law; (ii) using reasonable best efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (iii) using reasonable best efforts to resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of Section 5.7(a), each of the parties, as applicable, agrees to prepare and file as promptly as possible andpracticable, and in any event, event by or before no later than 10 Business Days from the Outside Date. Notwithstanding anything in date of this Agreement an appropriate filing of a Notification and Report Form pursuant to the contrary, HSR Act. Parent shall pay all filing fees for the parties hereto agree to use commercially reasonable efforts to (i) obtain or cause filings required to be obtainedmade by the Company and Parent under the HSR Act. (c) If a party receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or the transactions contemplated hereby, or make including but not limited to a Second Request for Information under the HSR Act, then such party shall in good faith make, or cause to be made, all required permitsas soon as reasonably practicable and after consultation with the other party, licensesa response which is, registrationsat a minimum, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws in substantial compliance with such request. (d) The parties shall keep each other apprised with respect to the matters set forth on Schedule 5.8(ain this Section 5.7 and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and liaising with each other in relation to each step of the Company Disclosure Letter procedure before the relevant Governmental Entities and as to the contents of all material communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing to the other party, to the extent permitted by Law, all information within its possession that is required for any application or other filing to be made by the other party pursuant to the applicable Law in connection with the Contemplated Transactions, in transactions contemplated by this Agreement; (iii) promptly notifying each case, as promptly as practicable and in other of any event prior material communications from or with any Governmental Entity with respect to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals matters set forth in this Section 5.8(a) 5.7 and ensuring to the extent permitted by Law or Governmental Entity that each of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement parties is entitled to attend any meetings with or other appearances before any Governmental Entity with respect thereto; (iv) consulting and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for information and documentary material that may be made by a Governmental Body pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate cooperating with one another, and consider in good faith the views of one another, another in connection with, and provide to the other parties in advance, any with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such any party hereto in connection with proceedings under or relating to any the Antitrust Laws, Foreign Investment Laws or Healthcare Laws.; and (bv) Without limiting the foregoing, without prejudice to any rights of the parties hereto agreehereunder, consulting and cooperating in each case all respects with the other in connection with defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger or the other Contemplated Transactions transactions contemplated by this Agreement. (e) In addition, Parent shall use reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws and other applicable Laws to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts to obtain the expiration of all waiting periods and obtain all other approvals and any other consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, Parent (i) shall have the right to give each other reasonable advance notice of all meetings with any Governmental Body relating to determine and direct the strategy and process by which the parties will seek required approvals under the HSR Act and any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate unless otherwise requested by a Governmental Entity for a specific meeting or communication shall take the lead in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral meetings and communications with any Governmental Body relating Entity and (iii) shall determine the appropriate timing of any meetings or communications with any Governmental Entity (including the timing of the submission of any filing with, or response to any Antitrust Lawsrequest by, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding Entity or any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) action taken pursuant to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriatethis Section 5.7). (cf) Notwithstanding anything to the contrary set forth in this Agreement Agreement, the obligations of Parent under this Section 5.7 shall include Parent committing itself and its Affiliates to the contrary, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactionsand, to the extent necessaryrequested by Parent, the obligations of the Company under this Section 5.7 shall include the Company and the Regulatory Approvalsits Subsidiaries: (i) selling, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearancesdivesting, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Bodyotherwise conveying particular assets, including in respect categories, portions or parts of any Lawsassets or businesses of Parent and its Subsidiaries and Affiliates, order, injunction the Company or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company’s Subsidiaries; (ii) agreeing to sell, as divest, or otherwise convey any particular asset, category, portion or part of the date of this Agreement, does not believe is required for the operation of the an asset or business of the Company and its Subsidiaries contemporaneously with or subsequent to the Effective Time; (ziii) after request of Parent or with Parent’s prior written consent, permitting the Company to sell, divest, or otherwise convey any Healthcare Lawsof the particular assets, categories, portions or parts of assets or business of the Company or any of its Subsidiaries prior to the Effective Time; (iv) licensing, holding separate or entering into similar arrangements with respect to its respective assets or the assets of the Company or undertaking other structural or conduct relief or behavioral remedies, including with respect to the conduct of business arrangements or terminating existing relationships and contractual rights and obligations and (Av) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Bodyagree to, (B) if necessary to consummate the transactions contemplated by this Agreement, obtain clearance by prior approval or other approval from a Governmental Entity, or submit a notification or otherwise notify any Governmental Body before Entity, prior to consummating any future transaction (other than the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions transactions contemplated by the foregoing clauses (B) or (Cthis Agreement) as a condition by any Governmental Body to obtaining any consent and all expirations of waiting periods under the HSR Act or approval under Foreign Investments other Antitrust Laws in connection with or consents from any Governmental Entity necessary to consummate the Contemplated Transactions, transactions contemplated hereby. Notwithstanding anything to the extent necessarycontrary in this Agreement, nothing in this Agreement shall require Parent or Merger Sub, or any Regulatory Approval in of their respective Subsidiaries or Affiliates to commit to or effect any action, effort, or agreement (1) that is not conditioned upon the event that such action contemplated by such clauses consummation of the Merger or (2) that, when taken together with all other actions, efforts or agreements set forth under this Section 5.7 would reasonably be expected to result in have a material adverse effect on the business, condition (financial or otherwise), assets, operations, financial condition or results of operations of Parent and its Subsidiaries (including the Surviving Corporation Company and its Subsidiaries), taken as a whole (assuming for purposes of such analysis that Parent and its Subsidiaries (including the Company and its Subsidiaries), taken as a whole, following were the Contemplated Transactionssame size, with the same financial profile, as the Company and its Subsidiaries, taken as a whole). Subject The Company and its Subsidiaries shall not, prior to the other provisions Effective Time, propose, negotiate, commit to, effect, or agree to any actions, efforts or agreements pursuant to this Section 5.7, except at the request of Parent or with Parent’s prior written consent. Notwithstanding anything to the contrary in this Agreement, including nothing in this Section 5.8, each party Agreement shall not, and shall cause each require Company or any of its Subsidiaries to notcommit to or effect any action, take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each of Parent, Merger Sub, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversedeffort, or overturned any decree, judgment, injunction, decision, or other order, whether temporary, preliminary, or permanent, agreement that is in effect and that prohibits, prevents or restricts not conditioned upon the consummation of the Merger. (eg) Prior Each party acknowledges and agrees that the other party may, as it deems advisable, designate any competitively sensitive materials provided to the Effective Time, each other party hereto pursuant to this Agreement as “outside counsel only.” Such materials and the information contained therein shall use commercially reasonable efforts be given only to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation outside counsel of the Contemplated Transactions recipient and shall not be disclosed by such outside counsel to employees, officers or required by the terms of any Contract as a result directors of the execution, performance or consummation of recipient without the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent of the disclosing party; provided, further, that any information or materials provided to or received by any party may be redacted as necessary (which consent a) to comply with contractual arrangements; (b) to address reasonable attorney-client or other privilege or confidentiality concerns; and (c) to remove information related to related to a party’s (or its Affiliates’) valuation of the transactions contemplated by this Agreement. (h) For the avoidance of doubt, in the event either party receives a letter from any Governmental Entity stating that although the waiting period under the HSR Act applicable to the transactions contemplated by this Agreement will soon expire, the Governmental Entity has not yet completed any purported investigation of the proposed transaction (a “Pre-Consummation Warning Letter”), the parties agree that the receipt by either or both of them of a Pre-Consummation Warning Letter or other verbal or written communications from the Governmental Entity to the same effect shall not be unreasonably withhelda basis for asserting that any condition to Closing under Article VI hereof has not been satisfied. (i) For purposes of this Agreement, conditioned “Antitrust Law” means the S▇▇▇▇▇▇ Act, as amended, the C▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended and all other Laws that are designed or delayed)intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other Contemplated Transactions as promptly as possible practicable and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to, or to use commercially reasonable efforts to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) obtain or cause make an appropriate filing of a Notification and Report Form pursuant to be obtained, or make or cause the HSR Act and all other filings required pursuant to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable foreign Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of with respect to the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, Merger as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) filing of a Notification and Report Form pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter HSR Act must be made as promptly as practicable after the date of this Agreement (and in no event later than within ten (10) Business Days after from the date of this Agreement)), hereof) and (ii) make an appropriate response to supply as promptly as practicable to any request for additional information and documentary material that may be made by a Governmental Body requested pursuant to the HSR Act or any other Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare LawsLaw. The parties hereto also shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) . Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions agree (iA) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iiB) to give each other an opportunity to participate in each of such meetings, (iiiC) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ivD) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (vE) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (viF) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others other may be redacted or made on an outside counsel/in-house counsel basis, if appropriate. Each party may, as each deems advisable and necessary, reasonably designate any such disclosures or provision of copies by one party to the extent reasonably appropriateother party under this Agreement as “outside counsel/in-house counsel only.” Such designated materials and the information contained therein shall be given only to the outside legal counsel and in-house counsel of the recipient and shall not be disclosed by such outside counsel and in-house counsel to employees (other than in-house counsel), officers or directors of the recipient, unless express permission is obtained in advance from the source of the materials or its legal counsel; it being understood that materials provided pursuant to this Agreement may be redacted (i) as necessary to comply with contractual obligations and (ii) as necessary to protect privileged attorney-client communications or attorney work product. (cb) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries and Affiliates to, (i) take any and all actions necessary use its reasonable best efforts to obtain any consents, clearances, or approvals required under or in connection with the Antitrust Laws, and Laws to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall practicable and, in no way include actions with respect to (x) Labor Consultationsany event, (y) any Permit that by or before the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare LawsOutside Date, including (Ai) promptly complying with any required requests for additional information (including any second request or equivalentrequest) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (Cii) contesting, defending, contesting and appealing defending any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Offer and the Merger and taking such other actions to prevent the entry, enactment, or promulgation thereof; provided. Furthermore, that Parent and its Subsidiaries will shall not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall nottake, and shall cause each of its Subsidiaries to not, not take, any action or omit to take any action that would reasonably be expected to materially delay or prevent clearance consummation of the transactions contemplated by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respectthis Agreement. Parent shall bear the pay all filing fees incurred by the parties in connection with any filings which may be required by such party to obtain clearance under any Antitrust Law for the consummation of the Offer and the Merger. Notwithstanding anything to the contrary in connection this Section 6.6(b) or otherwise in this Agreement, neither Parent nor any of its Affiliates shall have any obligation to offer, negotiate, commit to, or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any or all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent or any of its Subsidiaries (including the Surviving Corporation), or any other restrictions on the activities of Parent or any of its Subsidiaries (including the Surviving Corporation); provided, however, that Parent shall take such actions with respect to the Company (including, after the Effective Time, the Surviving Corporation) if such action (A) is necessary to obtain required clearances or waiting period expirations or terminations as may be required under the HSR Act or any consents Antitrust Laws by the Outside Date and (B) would not individually or approvals under Antitrust Lawsin the aggregate, Healthcare Laws or Foreign Investments Laws in connection with reasonably be expected to be materially detrimental to the benefits to be derived by Parent and its Affiliates as a result of the Contemplated Transactions. In addition, the Company shall not offer or commit to take any of such actions without Parent’s prior written consent, which includes taking or committing to take actions that limit Parent or any of its Subsidiaries (including the extent necessary, and the Regulatory Approvals. (d) Without limiting the obligations in clauses (aSurviving Corporation), (b) and (c) as applicable, freedom of this Section 5.8action with respect to, in or their ability to retain, any of the event that any administrative businesses, employees, or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging assets of the Merger, each of Parent, Merger SubCompany. Parent shall not require the Company to, and the Company shall cooperate in all respects not be required to, take any action with each other and shall use its commercially reasonable efforts respect to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any consent decree, judgment, injunction, decision, hold separate order or other order, whether temporary, preliminary, applicable Law that binds the Company prior to the Effective Time. Neither Parent nor the Company shall enter any agreement with a Governmental Body not to consummate or permanent, that is in effect and that prohibits, prevents or restricts to delay consummation of the MergerContemplated Transactions without the prior written consent of the other party. (ec) Prior to the Effective Acceptance Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance performance, or consummation of the Contemplated Transactions; provided that that, in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval approval, or waiver required with respect to any such Contract. Notwithstanding the foregoing, except as required by applicable Law or an applicable Labor Agreement, the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall, and shall cause its respective Subsidiaries to, will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the Merger Transactions, and the other Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement no party hereto shall fail to the contrary, the parties hereto agree to use commercially reasonable efforts to (i) obtain take or cause to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) make an appropriate response as promptly as practicable to any request for information and documentary material that may be made by a Governmental Body pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or approvals required under any applicable Antitrust Laws or Foreign Investment Laws. The Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such party in connection with proceedings under or relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. (b) Without limiting the foregoing, the parties hereto agree, in each case in connection with the Merger or the other Contemplated Transactions (i) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (ii) to give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, (iv) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties of the substance of such communication, (v) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Foreign Investment Laws or Healthcare Laws and (vi) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party to the others may be redacted or made on an outside counsel basis, if and to the extent reasonably appropriate. (c) Notwithstanding anything in this Agreement to the contrary, Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws, and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger to occur as promptly as possible (provided that this clause (iii) shall in no way include actions with respect to (x) Labor Consultations, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business of the Company and its Subsidiaries or (z) any Healthcare Laws, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) and any other restrictions on the activities of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (B) or (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, or any Regulatory Approval in the event that such action contemplated by such clauses would reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), assets, operations, or results of operations of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject to the other provisions of this Agreement, including this Section 5.8, each party shall not, and shall cause each of its Subsidiaries to not, take, any action or omit to take any action that would reasonably be expected to prevent, impede or materially delay the consummation of the Transactions. Notwithstanding the foregoing, nothing in this Agreement shall require Parent, Merger Sub or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessaryMerger LLC to, and no Acquired Company shall, without the Regulatory Approvals. (d) Without limiting the obligations in clauses (a), (b) and (c) of this Section 5.8, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body challenging the Merger, each prior written consent of Parent, Merger Subagree to any modification to or accommodation under any Contract or pay any fee, and the Company shall cooperate in all respects with each other and shall use its commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, decision, penalty or other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger. (e) Prior to the Effective Time, each party hereto shall use commercially reasonable efforts to deliver any notices to or obtain any consents, approvals, or waivers of third parties with respect consideration to any Contracts to which it is a third party as may be necessary for any consent or approval required for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result Transactions. In furtherance and not in limitation of the executionforegoing, performance or consummation each party hereto agrees to make (i) an appropriate filing of the Contemplated Transactions; provided that in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior a Notification and Report Form pursuant to the Effective Time, any fee, penalty, or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required HSR Act with respect to the Transactions within fifteen (15) Business Days from the date hereof and to supply as promptly as reasonably practicable and advisable any such Contractadditional information and documentary material that may be requested pursuant to the HSR Act and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act, (ii) if required, appropriate filings under any Regulatory Law as soon as reasonably practicable and (iii) any other necessary, proper or advisable registrations, filings and notices within twenty (20) Business Days after the date hereof. Notwithstanding the foregoingSubject to applicable Law, and except as required by applicable Law or an applicable Labor Agreementany Governmental Entity, neither Parent nor the Company shall not consult with agree to extend any Union regarding waiting period under the Contemplated Transactions HSR Act without obtaining Parent’s the prior written consent (which consent of the other party; provided, however, if Parent and the Company disagree as to whether to extend the period, Parent’s determination shall not be unreasonably withheld, conditioned or delayed)control.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective TimeClosing, each party shall, the Company and Parent shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Merger and the other Contemplated Transactions Offer, as promptly as possible practicable and, in any event, by or before the Outside Date, including obtaining all Consents, registrations and declarations from any Governmental Body or third party necessary, proper or advisable to consummate the Transactions, including any such Consents, registrations and declarations required under the HSR Act and any other applicable Antitrust Laws or any applicable Foreign Investment Laws. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to use commercially reasonable efforts to to, (i) obtain in cooperation and consultation with each other, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws or cause Foreign Investment Laws with respect to be obtained, or make or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of the Company Disclosure Letter in connection with the Contemplated Transactions, in each case, Transactions as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by that the Company filing of a Notification and Parent in writing, the applicable filings (or draft filings where applicable) Report Form pursuant to the Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter HSR Act must be made as promptly as practicable after the date of this Agreement (and in no event later than within ten (10) Business Days after the date of this the Agreement)), unless otherwise agreed to by the Company and Parent in writing) and (ii) make an appropriate response use reasonable best efforts to supply as promptly as reasonably practicable to any request for additional information and documentary material that may be made by a Governmental Body requested (including pursuant to a second or similar request) pursuant to the HSR Act or any other Antitrust Laws, Law or Foreign Investment Laws or Healthcare Laws. Parent shall, with the reasonable cooperation of the Company, be responsible have principal responsibility for making any filing or notification notification, or draft filing as may be the case, required or deemed mutually advisable by both Buyer and the Company, under foreign Antitrust Laws and Foreign Investment Laws as promptly as reasonably practicable after the date of this Agreement, unless otherwise agreed to by the Company and Parent in writing. Neither Parent nor Company will withdraw any such filings or notifications, nor extend the timing for any review period by any Governmental Body in connection with obtaining any Consent, registration or declaration of a Governmental Body, without the purposes prior written consent of the other party. Parent shall have principal responsibility for determining the timing, sequence and strategy of seeking all clearances, consents or approvals required under any the HSR Act and other applicable Antitrust Laws or and Foreign Investment Laws. The Company shall, with provided that the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by by, or on behalf of of, such party in connection with proceedings under or relating to any Antitrust Laws, Laws and Foreign Investment Laws or Healthcare Laws. (b) . Without limiting the foregoing, the parties hereto agree, in each case agree (A) to furnish to the other such information and assistance as the other may reasonably request in connection with the Merger obtaining any Consent, registration or the other Contemplated Transactions declaration or any Action under or relating to Antitrust Laws, Foreign Investment Laws or otherwise relating to or to facilitate a Remedy Action, (iB) to give each other reasonable advance notice of all meetings with any Governmental Body relating to any Antitrust Laws, Foreign Investment Laws or Healthcare Lawsotherwise relating to or to facilitate a Remedy Action, (iiC) to give each other an opportunity to participate in each of such meetings, (iiiD) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Body relating to any Antitrust Laws, Laws or Foreign Investment Laws or Healthcare Laws, (ivE) if any Governmental Body initiates a substantive oral communication regarding any Antitrust Laws, Laws or Foreign Investment Laws or Healthcare Laws, to promptly notify the other parties party of the substance of such communication, (vF) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Body regarding any Antitrust Laws, Laws or Foreign Investment Laws or Healthcare Laws and (viG) to provide each other with copies of all substantive written communications to or from any Governmental Body relating to any Antitrust Laws, Laws or Foreign Investment Laws or Healthcare Laws. Any such disclosures or provision of copies by one party The parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the others other under this Section 5.6 as “outside counsel.” 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 recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel; provided that materials provided pursuant to this Section 5.6 may be redacted (i) to remove personally sensitive information; (ii) to remove references concerning the valuation of or made on an outside counsel basisfuture plans for the applicable business to which the information relates, if (iii) as necessary to comply with contractual obligations, (iv) as necessary to comply with applicable Law and (v) as necessary to the extent reasonably appropriateaddress reasonable privilege concerns. Parent shall pay all filing fees in connection with any filings that may be required by this Section 5.6(a). (cb) Notwithstanding anything In furtherance of, and without limiting the efforts referenced in this Agreement to the contrarySection 5.6(a), Parent shall, and shall cause each of its Subsidiaries to, (i) take any and all actions necessary to obtain any consents, clearances, clearances or approvals required under or in connection with the HSR Act, the S▇▇▇▇▇▇ Act, as amended, the C▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, the EU Merger Regulation and any Law designed to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade or significant impediment of effective competition (collectively “Antitrust Laws, and ”) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Body, (ii) use its commercially reasonable efforts to take any and all actions necessary to obtain any consents or approvals under Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory Approvals, and (iii) use its commercially reasonable efforts to take any and all actions necessary to obtain any other consents, clearances, or approvals required in order to eliminate impediments under applicable Laws asserted by any Governmental Body, including in respect of any Laws, order, injunction or decree by any Governmental Body of competent jurisdiction that may be in effect that prohibits, enjoins, restricts, prevents or makes illegal the consummation of the Contemplated Transactions, in each case, to cause the Merger Offer to occur be consummated as promptly soon as possible practicable and in any event prior to the Outside Date. Notwithstanding anything to the contrary in this Section 5.6, in no event shall Parent or any of its Subsidiaries be obligated to, or to agree to, (provided that this i) divest, dispose of, license, or hold separate all or any portion of the businesses or assets of Parent, the Company or any of their respective Subsidiaries; or (ii) consent to or otherwise agree to other restrictions or limitations on any business, operations, assets, properties or contractual freedoms of any such businesses or operations (the preceding clauses (i) and (ii) collectively, a “Remedy Action”), unless, (A) in the case of the preceding clause (iiii) shall in no way include actions with respect to (x) Labor Consultationsonly, (y) any Permit that the Company, as of the date of this Agreement, does not believe is required for the operation of the business such Remedy Action involves solely assets or businesses of the Company and its Subsidiaries (or (z) any Healthcare Lawsat the election of Parent, including (A) promptly complying with any required requests for additional information (including any second request or equivalent) by any Governmental Body, (B) if necessary to obtain clearance by any Governmental Body before the Outside Date, offering, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any and all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent and its Subsidiaries Affiliates); (including B) in the Surviving Corporation and case of the preceding clause (ii) only, such Remedy Action is a proposal, agreement, commitment or undertaking from Parent or any of its Subsidiaries) and any other restrictions on Affiliates or the activities of Parent Company and its Subsidiaries to license, supply or provide products and services to third parties (including competitors of Parent or any of its Affiliates or the Surviving Corporation Company and its Subsidiaries), ; and (C) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability in each of any party hereto to consummate the Merger and taking such actions to prevent the entry, enactment, or promulgation thereof; provided, that Parent and its Subsidiaries will not be required to take any of the actions contemplated by the foregoing clauses (Bi) or and (C) as a condition by any Governmental Body to obtaining any consent or approval under Foreign Investments Laws in connection with the Contemplated Transactionsii), to the extent necessarysuch Remedy Action, or any Regulatory Approval individually and in the event that such action contemplated by such clauses aggregate with all other Remedy Actions, would not reasonably be expected to result in have a material adverse effect negative impact on Parent, the business, condition (financial or otherwise), assets, operations, or results of operations of Parent Company and its Subsidiaries (including the Surviving Corporation and its their respective Subsidiaries), taken as a whole, following the Contemplated Transactions. Subject measured on a scale relative to the other provisions Company and its Subsidiaries, taken as a whole (each, a “Permitted Remedy Action”). For the avoidance of this Agreementdoubt, including no party hereto (or their respective Subsidiaries) shall be required pursuant to this Section 5.85.6 to offer, each party shall notnegotiate, and shall cause each of its Subsidiaries commit to not, take, or effect any action or omit to take any action Remedy Action that would reasonably be expected to materially delay or prevent clearance by any Governmental Body or to make clearance by any Governmental Body before is not conditioned upon the Outside Date less probable in any material respect. Parent shall bear the filing fees incurred in connection with any filings in connection with any consents or approvals under Antitrust Laws, Healthcare Laws or Foreign Investments Laws in connection with the Contemplated Transactions, to the extent necessary, and the Regulatory ApprovalsClosing. (dc) Without limiting the obligations in clauses (a), (b) and (cb) of this Section 5.85.6, in the event that any administrative or judicial action or proceeding Action is instituted (or threatened to be instituted) by a Governmental Body challenging the Mergerany Transaction, each of Parentthe Company, Merger Sub, Parent and the Company Buyer shall cooperate in take any and all respects with each other and shall use its commercially reasonable efforts actions necessary to contest and resist any such action Action (or proceeding threatened Action), including to ensure that any Remedy Action sought in such Action is a Permitted Remedy Action, and to have vacated, lifted, reversed, reversed or overturned any decree, judgment, injunction, decision, Judgment or other order, whether temporary, preliminary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the MergerTransactions or imposes or seeks to impose any Remedy Action that is not a Permitted Remedy Action. (ed) Prior to the Effective Acceptance Time, each party hereto shall use commercially reasonable best efforts to deliver any notices to or obtain any consents, approvals, approvals or waivers of third parties with respect to any Contracts to which it (or any Subsidiary of the Company) is a party as may be necessary for the consummation of the Contemplated Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Contemplated Transactions; provided that provided, that, notwithstanding anything to the contrary in this Agreement, in no event will Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay, prior pay or make or commit to the Effective Timepay or make, any fee, penalty, penalty or other consideration or make any other accommodation to any third party to obtain any consent, approval or waiver required with respect to any such Contract. Notwithstanding Contract and the foregoingCompany’s failure to obtain any such consents, except as required by applicable Law approvals or an applicable Labor Agreement, waivers with respect to any Contracts shall in no event be a breach of its obligations under this Section 5.6(d) that factors into determining whether the Company shall not consult with any Union regarding the Contemplated Transactions without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Offer Condition set forth in paragraph 2(b) of Annex I has been satisfied.