Common use of Antitrust Approvals Clause in Contracts

Antitrust Approvals. (a) Until the Closing, each Party will, and will cause its Affiliates to, take all actions necessary, proper or advisable under applicable Law to (i) file or cause to be filed all requisite documents and notification in connection with the Contemplated Transactions as required by the HSR Act, as soon as practicable after the date of this Agreement, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) request early termination of any waiting periods under the HSR Act, (iv) comply as promptly as practicable with any requests for information or documents received from any Governmental Authority by any of Purchaser, the Company and their respective Affiliates, (v) coordinate and cooperate with one another and exchange such information and render such assistance as the other may reasonably request in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions. (b) The Parties will use commercially reasonable efforts to resolve any objections asserted by any Governmental Authority under applicable anti-trust Laws with respect to the Contemplated Transactions. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the Contemplated Transactions as violating any applicable anti-trust Law, the Parties will use commercially reasonable efforts and cooperate in good faith to contest and defend against such action or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions vacated, lifted, reversed or overturned, including by vigorously pursuing all available avenues of administrative and judicial appeal and legislative actions; provided, however, that nothing in this Section 5.7 shall require or be construed to require either Party or any of their Affiliates to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half of the cost of filing under the HSR Act.

Antitrust Approvals. Seller and Buyer shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than five (a5) Until Business Days following the Closingexecution and delivery of this Agreement, each Party willfile, and will cause its Affiliates to, take all actions necessary, proper or advisable under applicable Law to (i) file or cause to be filed all requisite documents filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the transactions contemplated by this Agreement and the Ancillary Documents and any supplemental information requested in connection with the Contemplated Transactions as required by therewith pursuant to the HSR Act, as soon as practicable after the date of this Agreement, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) which forms shall specifically request early termination of any the waiting periods under period prescribed by the HSR ActAct and (ii) any other Governmental Entity, (iv) comply as promptly as practicable with any requests for information or documents received from any Governmental Authority by any of Purchaserother filings, the Company and their respective Affiliatesreports, (v) coordinate and cooperate with one another and exchange such information and render documentation required for the transactions contemplated hereby pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Each of Seller and Buyer shall be responsible for 50% of all filing fees payable in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry 50% of any Order local counsel fees in connection with such filings. Seller and Buyer shall use their respective best efforts to promptly obtain any clearance required under the HSR Act and any anti-trust Law prohibiting, preventing or restricting Other Antitrust Laws for the consummation of the Contemplated Transactions. (b) The Parties will transactions contemplated by this Agreement and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall respond as promptly as practicable to any such inquiry or request. Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to resolve facilitate and expedite the identification and resolution of any objections asserted by issues arising under the HSR Act and any Governmental Authority under applicable anti-trust Other Antitrust Laws with respect to at the Contemplated Transactionsearliest practicable dates. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the Contemplated Transactions as violating any applicable anti-trust Law, the Parties will use Such commercially reasonable efforts and cooperate cooperation include counsel’s undertaking (i) to promptly provide copies of written communications with any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in good faith to contest and defend against any meeting with any Governmental Entity in respect of any such action filings, applications, investigation or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation other inquiry without giving the other party prior notice of the Contemplated Transactions vacatedmeeting and, liftedto the extent permitted by the relevant Governmental Entity, reversed or overturnedthe opportunity to attend and participate (which, including by vigorously pursuing all available avenues at the request of administrative and judicial appeal and legislative actions; provided, however, that nothing in this Section 5.7 shall require or be construed to require either Party or any of their Affiliates the parties, shall be limited to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half of the cost of filing under the HSR Actoutside antitrust counsel only).

Antitrust Approvals. (a) Until Each of the Closingparties shall use reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, each Party willincluding to obtain from other Persons all consents, approval authorizations, qualifications and will orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In connection with the transactions contemplated by this Agreement, the Buyer and Seller Parent shall (and, to the extent required, shall cause their Affiliates and Subsidiaries, respectively, to) (i) comply promptly, but in no event later than ten (10) Business Days (or such period of time as the parties hereto may otherwise agree in writing) after the date hereof, with the notification and reporting requirements of the HSR Act and (ii) as soon as practicable (and in any event within the required time periods for filing under applicable Antitrust Law), make such other filings or start pre-notification proceedings with any foreign Governmental Authorities as may be required under any applicable similar foreign Antitrust Law. Each of the parties shall use their reasonable best efforts to comply with any Antitrust Information or Document Requests made of Seller Parent and its Affiliates Subsidiaries or the Buyer and its Affiliates. (b) Each of the parties hereto shall exercise reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all other things necessary under applicable Law to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including, but not limited to, take all actions (i) obtaining termination or expiration of the waiting period under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under applicable Law any foreign Antitrust Law, in each case, as soon as practicable, (ii) furnishing to (i) file Seller Parent or cause the Buyer, respectively, all information required for any application or other filing to be filed all requisite documents and notification made pursuant to any Antitrust Law in connection with the Contemplated Transactions as required transactions contemplated by this Agreement (including, to the HSR Actextent permitted by Law, as soon as practicable after the date of this Agreement, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect responding to any anti-trust Lawreasonable requests for copies of documents filed with the Buyer’s, the Seller’s or Seller Parent’s prior filings) and (iii) request early termination of any waiting periods under the HSR Act, (iv) comply as promptly as practicable otherwise cooperating with any requests for information or documents received from any Governmental Authority by any of Purchaser, the Company and their respective Affiliates, (v) coordinate and cooperate with one another and exchange such information and render such assistance as the other may reasonably request Party and its Subsidiaries in connection with any filing and in connection with resolving any investigation or other inquiry of any Governmental Authority. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transactions contemplated by this Agreement or other Ancillary Agreements as in violation of any Antitrust Law or any similar foreign Law, the Buyer shall use its reasonable best efforts (x) to contest and resist any such HSR filings and requests for information Action, including to prevent the entry in any Action brought by an Antitrust Authority or documentsany other Person of any Order which would prohibit, subject to such confidentiality restrictions as may be reasonably requestedmake unlawful or delay the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, and (viy) avoid the entry of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions. (b) The Parties will use commercially reasonable efforts to resolve any objections asserted by any Governmental Authority under applicable anti-trust Laws with respect to the Contemplated Transactions. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the Contemplated Transactions as violating any applicable anti-trust Law, the Parties will use commercially reasonable efforts and cooperate in good faith to contest and defend against such action or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions vacated, lifted, reversed or overturnedoverturned as soon as practicable any decree, including by vigorously pursuing all available avenues of administrative and judicial appeal and legislative actions; providedjudgment, howeverinjunction or other Order, whether temporary, preliminary or permanent, that nothing is in effect and that prohibits, prevents, limits or restricts consummation of the transactions contemplated by this Section 5.7 shall require or be construed to require either Party or any of their Affiliates to take any action, propose or make any divestiture Agreement or other undertakingAncillary Agreements. The Buyer shall not, without the written consent of the Seller, enter into any agreement with any Antitrust Authority agreeing not to consummate the transactions contemplated by this Agreement or propose other Ancillary Agreements. The parties hereto agree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority to delay any of the transactions contemplated by this Agreement and the Ancillary Agreements, except with the prior written consent decreeof the other party or parties hereto. The Parties agree Buyer shall not, and shall cause its Affiliates not to, enter into any transaction, or any Contract, agreement or understanding to each pay one-half effect any transaction (including any merger or acquisition), that might reasonably be expected in more than a de minimis way to make it more difficult, or to increase the time required, to obtain (1) the expiration or termination of the cost of filing waiting period under the HSR ActAct or such other approval, consent or clearance as may be necessary, proper or advisable under any foreign Antitrust Law or (2) all other authorizations, consents, orders, and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (c) In no event shall Buyer or Seller be required to commit or agree to: (i) the sale, divestiture or disposition of such assets, businesses, services, products or product lines of Seller Parent or its Subsidiaries or the Buyer or its Affiliates, (ii) the creation or termination of relationships, ventures, contractual rights or obligations of Seller Parent or its Subsidiaries or the Buyer or its Affiliates or (iii) any other actions that after the Closing would limit the freedom of the Buyer’s or any of its Affiliates’ freedom of action with respect to, or ability to retain their assets, businesses, services, products or product lines in order to obtain required approvals, consents, or clearances under Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any order in any suit or proceeding, which would otherwise have the effect of preventing the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Neither Party hereto shall be required to enter into any agreements or commitments or take any other actions to resolve any such Actions if such agreement, commitment or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of any of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) result in any of the transactions contemplated by this Agreement and the Ancillary Agreements being rescinded following the Closing or (iii) limit or otherwise adversely affect the right of the Buyer (or any Affiliate thereof) to operate all or any portion of the Business immediately after the Closing. (e) Each party hereto shall promptly furnish to the other parties copies of any notices or written communications received or given by Seller Parent or any of its Subsidiaries or Buyer or any of its Affiliates from or to any Third Party or any Governmental Authority with respect to the transactions contemplated by this Agreement and the Ancillary Agreements, and the parties hereto shall permit counsel to the other party an opportunity to review in advance, and the parties hereto shall consider in good faith the views of such other party’s counsel in connection with, any proposed written communications by Seller Parent or any of its Subsidiaries or Buyer or any of its Affiliates to any Third Party or any Governmental Authority concerning the transactions contemplated by this Agreement and the Ancillary Agreements. The parties hereto agree to provide the other party and its counsel the opportunity, on reasonable advance notice, to attend and participate in any substantive meetings or discussions, either in person or by telephone, between Seller Parent or any of its Subsidiaries or Representatives or Buyer or any of its Affiliates or Representatives (as applicable), on the one hand, and any Third Party or any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby and the Ancillary Agreements. Subject to the foregoing, the Buyer shall consult in advance with the Seller and in good faith take the Seller’s views into account regarding the overall strategic direction of any Action, as applicable, and consult with the Seller prior to taking any material substantive positions, making dispositive motions or other material substantive filings or submissions or entering into any negotiations concerning such Action, as applicable. (f) The Buyer shall be solely responsible for and pay all fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

Antitrust Approvals. (a) Until the ClosingIf any notifications, each Party will, and will cause its Affiliates to, take all actions necessary, proper filings or advisable under applicable Law to (i) file or cause approvals are required to be filed all requisite documents and notification in connection with the Contemplated Transactions as required by the HSR Act, as soon as practicable after the date of this Agreement, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) request early termination of any waiting periods under the HSR Act, (iv) comply as promptly as practicable with any requests for information or documents received from any Governmental Authority by any of Purchaser, the Company and their respective Affiliates, (v) coordinate and cooperate with one another and exchange such information and render such assistance as the other may reasonably request in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order obtained under any anti-trust Law prohibiting, preventing or restricting consummation Antitrust Laws that are applicable to the conversion of the Contemplated Transactions. (b) The Parties will Notes pursuant to and in accordance with Section 2.5.2 or Section 2.5.3, then each of Eargo and the applicable Noteholders shall use commercially reasonable efforts to resolve take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under any objections asserted applicable Laws to make such notifications or filings and to obtain such approvals as promptly as reasonably practicable. In such event, each of Eargo and the applicable Noteholders shall cooperate with the other party’s legal advisors in the preparation and filing of any documentation, notifications, filings, registrations, submissions and other materials required or necessary under any applicable Antitrust Law and providing, within a reasonable time, all documents and information necessary to prepare and make any such filing. Eargo and the applicable Noteholders shall timely provide all information, documents and statements required by the applicable Governmental Authorities for the analysis of any such filing. All filings made pursuant to any applicable Antitrust Laws shall be made in substantial compliance with the requirements of such Antitrust Laws and any other applicable Laws. To the extent available, each of Eargo and the applicable Noteholders shall use its reasonable best efforts to cause any required filings under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and any other applicable Antitrust Laws to be considered for grant of “early termination” or the equivalent thereof. Eargo and the applicable Noteholders shall cooperate with each other in connection with the foregoing and in connection with resolving any investigation or other inquiry of any Governmental Authority under applicable anti-trust Laws with respect to the Contemplated Transactions. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the Contemplated Transactions as violating any applicable antiAntitrust Law. The parties acknowledge and agree that no conversion of Notes into Common Stock will be consummated until any waiting period prescribed under the Xxxx-trust LawXxxxx Xxxxxx Antitrust Improvements Act of 1976, the Parties will use commercially reasonable efforts and cooperate in good faith to contest and defend against such action or proceeding and to have any Order under any anti-trust Law prohibitingas amended, preventing or restricting consummation of the Contemplated Transactions vacated, lifted, reversed or overturned, including by vigorously pursuing all available avenues of administrative and judicial appeal and legislative actions; provided, however, that nothing in this Section 5.7 shall require or be construed to require either Party or any of their Affiliates to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half of the cost of filing under the HSR Actapplicable Antitrust Law has elapsed.

Antitrust Approvals. (a) Until As promptly as reasonably practicable following the Closing, each Party will, and will cause its Affiliates to, take all actions necessary, proper or advisable under applicable Law to (i) file or cause to be filed all requisite documents and notification in connection with the Contemplated Transactions as required by the HSR Act, as soon as practicable after the date execution of this Agreement, each of the Purchaser and the Company (iiso far as it is legally bound to do so) satisfy any other filing requirements shall make, or shall cause its ultimate parent entity (as that term is defined in the issuance of approvalsHSR Act) to make, clearances, consents or authorizations all pre-transaction notification filings required with respect to any anti-trust Law, (iii) request early termination of any waiting periods under the HSR Act, and required under any other applicable Antitrust Laws (ivwhich shall be made no later than ten (10) comply Business Days after the date hereof or on such other subsequent date as promptly as practicable with any requests for information the Purchaser and the Company mutually agree or documents received from any Governmental Authority the earlier date required by any the applicable Law). Each of the Purchaser, on the Company one hand, and their respective Affiliatesthe Company, on the other hand, shall: (vi) coordinate cooperate fully with each other and cooperate with one another and exchange shall furnish to the other such necessary information and render such reasonable assistance as the other may reasonably request in connection with its preparation of any required filings under the HSR Act or any applicable Antitrust Laws; and (ii) keep the other party reasonably informed of any communication received by such HSR filings party from, or given by such party to any Antitrust Authority and requests of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated hereby and in a manner that protects attorney-client or attorney work product privilege. Further, without limiting the obligations stated in this Section 7.9(a), the Purchaser and the Company shall each use its reasonable best efforts to respond to and comply with any request for information regarding the transactions contemplated hereby or documentsfilings under the HSR Act or any applicable Antitrust Laws from any Antitrust Authority. Neither the Purchaser, subject on the one hand, nor the Company, on the other hand, shall consent to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry any voluntary extension of any Order under statutory deadline or waiting period or to any anti-trust Law prohibiting, preventing or restricting voluntary delay of the consummation of the Contemplated Transactionstransactions contemplated by this Agreement, at the behest of any Governmental Entity or otherwise, without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Without limiting the generality of the foregoing, each of the Purchaser and the Company shall provide to the other (or the other party’s outside counsel) upon request copies of all correspondence between such party and any Antitrust Authority relating to the transactions contemplated by this Agreement. The Parties Purchaser and the Company may, as each reasonably deems advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 7.9(b) as “clean room only,” “confidential material” or as “competitively sensitive information,” in accordance with the Confidentiality Agreements. Such materials and the information contained therein shall be given only to outside counsel or senior management of the recipient, subject to compliance with applicable Law, and will not be disclosed by such outside counsel or senior management to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Subject to applicable Law, the Purchaser and the Company will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Antitrust Authority regarding the transactions contemplated by this Agreement by or on behalf of any such party. (c) The Purchaser and the Company will, with the exception of the payment of the filing fees pursuant to the HSR Act in accordance with Section 11.13, at their own expense, use commercially their reasonable best efforts to resolve obtain all required approvals from any objections asserted by Antitrust Authority, including approval under the HSR Act, and to avoid or eliminate each and every other impediment to Closing under the HSR Act as expeditiously as possible. (d) Subject to the other obligations of the Parties as set forth in this Section 7.9, in no event shall the Company and the Signing Stockholders, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), (i) agree to sell, divest, dispose of or hold separate any Governmental Authority under applicable anti-trust Laws assets or businesses of the Company or any of its Subsidiaries, or otherwise take or commit to take any action that could reasonably be anticipated to limit the Company or its Subsidiaries’ freedom of action with respect to, or their ability to retain, one or more Subsidiaries, businesses, product lines, assets or affiliations with any Special Affiliates, or (ii) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings on or with respect to the Contemplated Transactionsassets or the operation of the business of the Company, any of its Subsidiaries or any Special Affiliate (other than, with respect to this clause (ii), as any of the foregoing may arise in the Ordinary Course of Business. (e) If in connection with obtaining one (1) or more required approvals from any Antitrust Authority, the Purchaser is prohibited from acquiring any of the Dialysis Centers of the Company and its Subsidiaries, then the Company shall use its reasonable best efforts to assist the Purchaser in its efforts to, at its option, either (i) [*], or (ii) [*], or any combination thereof. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging In connection with the Contemplated Transactions as violating any applicable anti-trust Law[*] (but subject to Section 10.2(d)), the Parties will use commercially reasonable efforts agree that (i) the Purchaser and cooperate in good faith to contest the Company and defend against such action or proceeding their respective counsel shall have primary responsibility for the preparation and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation negotiation of the Contemplated Transactions vacatedtransaction terms (including price), liftedconditions, reversed or overturnedagreements and documentation [*], including by vigorously pursuing all available avenues of administrative subject to compliance with applicable Law, and judicial appeal (ii) at the Purchaser’s reasonable request, the Company shall cause the Company and legislative actions; provided, however, that nothing in this Section 5.7 shall require or be construed to require either Party or any of their Affiliates the Company’s management to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half all actions reasonably required at the direction of the cost of filing under the HSR ActPurchaser to (A) [*], and (B) [*] [*].

Antitrust Approvals. (a) Until Seller and Buyer shall, as promptly as practicable and before the Closingexpiration of any relevant legal deadline, each Party willbut in no event later than four (4) Business Days following the execution and delivery of this Agreement, and will cause its Affiliates tofile, take all actions necessary, proper or advisable under applicable Law to (i) file or cause to be filed all requisite documents filed, with (i) the United States Federal Trade Commission and the DOJ the notification in connection with the Contemplated Transactions as and report form required by pursuant to the HSR Act, as soon as practicable after Act for the date of transactions contemplated by this Agreement, (ii) satisfy and provide as promptly as practicable any other filing requirements or the issuance of approvalssupplemental information requested in connection therewith, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) which forms shall specifically request early termination of any the waiting periods under period prescribed by the HSR ActAct and (ii) any other Governmental Entity, (iv) comply as promptly as practicable with any requests for information or documents received from any Governmental Authority by any of Purchaserother filings, the Company and their respective Affiliatesreports, (v) coordinate and cooperate with one another and exchange such information and render documentation required for the transactions contemplated hereby pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry its preparation of any Order filing or submission that is necessary under the HSR Act and any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated TransactionsOther Antitrust Laws. Buyer shall be responsible for all filing fees payable in connection with such filings. (b) The Parties will Seller and Buyer shall use commercially their respective reasonable best efforts to resolve promptly obtain any objections clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the transactions contemplated by this Agreement and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request. Buyer agrees to promptly take any and all steps necessary to avoid or eliminate each and every impediment under any applicable Law that may be asserted by any Governmental Authority under applicable anti-trust Laws Entity or any other party so as to enable the parties to expeditiously close the transactions contemplated by this Agreement, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement as are required to be divested, and (ii) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s or its Affiliates’ freedom of action with respect to, or its or their ability to retain, one or more of the Contemplated Transactions. If businesses, product lines or assets of any Governmental Authority Acquired Company, in each case, as may be required in order to avoid the entry of, or other Person initiates to effect the dissolution of, any preliminary or threatens permanent injunction, in any administrativeSuit under the HSR Act or any Other Antitrust Laws, judicial or legislative action or proceeding challenging which would otherwise have the Contemplated Transactions as violating any applicable anti-trust Law, the Parties will use commercially reasonable efforts and cooperate in good faith to contest and defend against such action or proceeding and to have any Order under any anti-trust Law prohibiting, effect of preventing or restricting consummation of materially delaying the Contemplated Transactions vacated, lifted, reversed or overturned, including by vigorously pursuing all available avenues of administrative and judicial appeal and legislative actionsClosing; provided, however, that nothing notwithstanding anything to the contrary contained in this Agreement, neither this Section 5.7 7.2 nor the “reasonable best efforts” standard shall require require, or be construed to require either Party or any of their Affiliates require, Buyer to take any actionaction with respect to any assets, propose properties, businesses or make product lines of Buyer, its Subsidiaries or the Acquired Companies that, individually or taken together with any divestiture other actions, would reasonably be expected to have a material adverse effect on the business, financial condition, assets or operations of Buyer (together with its Subsidiaries) or the Acquired Companies; and provided, further, that for purposes of determining whether an adverse effect would be material for the purposes hereof, in the case of each of Buyer (together with its Subsidiaries) or the Acquired Companies, the adverse effect shall be measured against a company of the size and scale of the Acquired Companies (taken as a whole). Buyer and its Affiliates shall be obligated to promptly contest, administratively or in court, any ruling, order or other undertakingaction of any Governmental Entity or any other Person respecting the transactions contemplated by this Agreement. (c) Subject to applicable Laws relating to the exchange of information, or propose or enter into Buyer shall have the right to direct all matters (including the timing thereof) with any consent decree. The Parties agree to Governmental Entity consistent with its obligations under this Section 7.2; provided, that each pay one-half of the cost parties hereto agrees to instruct their respective counsel to cooperate with the other and use their respective efforts to facilitate and expedite the identification and resolution of filing any issues arising under the HSR ActAct and any Other Antitrust Laws at the earliest practicable dates. Such efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party hereto shall independently participate in any substantive meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party hereto prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any of the parties hereto, shall be limited to outside antitrust counsel only). (d) Prior to the Closing, Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or equity interests of, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, 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 significantly increase the risk of not obtaining, any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or (iii) materially delay the consummation of the transactions contemplated by this Agreement.

Antitrust Approvals. (a) Until Each of Buyer and the Closing, each Party will, and Company will cause its Affiliates to, take all actions necessary, proper or advisable under applicable Law to (i) file make or cause to be filed made all requisite documents and notification in connection filings required of it or its Affiliates under the Antitrust Laws with respect to the Contemplated Transactions as required by the HSR Act, as soon promptly as practicable after and, in any event, within five Business Days from the date of this Agreement, (ii) satisfy comply at the earliest practicable date with any request under the Antitrust Laws for additional information, documents or other filing requirements materials received by it or its Affiliates from any Governmental Authority in respect of such filings or the issuance Transactions, and (iii) cooperate with the other in connection with any such filing and in connection with resolving any investigation or other inquiry of approvals, clearances, consents or authorizations required any Governmental Authority under any Antitrust Law with respect to any anti-trust Law, (iii) request early termination such filing or the Transactions. Each of Buyer and the Company will use its commercially reasonable efforts to furnish to the other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactions and promptly inform the other of any waiting periods under the HSR Actoral communication with, (iv) comply as promptly as practicable with any requests for information or documents received from and provide copies of written communications with, any Governmental Authority regarding any such filings or the Transactions. No Party will independently participate in any scheduled meeting or teleconference with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Party prior notice of the meeting and, to the extent permitted by any of Purchasersuch Governmental Authority, the Company opportunity to attend and their respective Affiliates, (v) coordinate and cooperate with one another and exchange participate in such information and render such assistance as the other may reasonably request in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactionsmeeting. (b) The Parties Without limiting the generality or effect of Section 6.2(a) or 6.3, each of Buyer and the Company will use its respective commercially reasonable efforts to resolve any objections such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under applicable anti-trust any Antitrust Law and take such action as may be required to cause the expiration of the waiting periods under the Antitrust Laws with respect to the Contemplated TransactionsTransactions as promptly as possible after the execution of this Agreement. If In connection therewith, if any Governmental Authority Action is instituted (or other Person initiates or threatens any administrative, judicial or legislative action or proceeding threatened to be instituted) challenging the Contemplated Transactions (or any portion thereof) as violating in violation of any applicable anti-trust Antitrust Law, each of Buyer and the Parties Company will cooperate and use its commercially reasonable efforts and cooperate in good faith to contest and defend against resist any such action or proceeding Action and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions vacated, lifted, reversed or overturnedoverturned any Governmental Order, including by vigorously pursuing all available avenues of administrative and judicial appeal and legislative actions; providedwhether temporary, howeverpreliminary or permanent, that nothing is in this Section 5.7 shall require effect and that prohibits, prevents or be construed to require either Party or any of their Affiliates to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half restricts consummation of the cost Transactions unless Buyer and the Company mutually agree that litigation is not in their respective best interests. In connection with and without limiting the foregoing, each of Buyer and the Company will take promptly any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority, so as to enable the Parties to close the Transactions as promptly as possible. (c) Buyer will be solely responsible for and pay all filing fees payable to Governmental Authorities under the HSR Actany Antitrust Law.

Antitrust Approvals. (aA) Until In connection with the Closingtransactions contemplated by this Agreement, each Party willthe Company shall (and, and will to the extent required, shall cause its Affiliates to), take all actions as soon as practicable, make any domestic or foreign antitrust filings with the appropriate governmental authorities as may be required under any applicable law. The Company shall use reasonable efforts to substantially comply with any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by any Antitrust Authorities relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby. (B) In connection with the transactions contemplated by this Agreement, Parent shall (and, to the extent required, shall cause its Affiliates to), as soon as practicable, make any domestic or foreign antitrust filings with the appropriate governmental authorities as may be required under any applicable law. Parent shall substantially comply with any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by any Antitrust Authorities relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby. (C) Each of Parent and the Company shall exercise its commercially reasonable efforts to (I) obtain termination or expiration of any waiting period under applicable antitrust or competition laws and such other approvals, consents and clearances as may be necessary, proper or advisable under any applicable Law antitrust or competition laws and (II) prevent the entry in any action brought by an Antitrust Authority or any other Person of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (D) Parent shall promptly furnish to (i) file the Company copies of any notices or cause written communications received by Parent or any of its Affiliates from any third party or any governmental authority with respect to be filed all requisite documents the transactions contemplated by this Agreement, and notification Parent shall permit counsel to the Company an opportunity to review in advance, and Parent shall consider in good faith the views of such counsel in connection with, any proposed written communications by Parent and/or its Affiliates to any governmental authority concerning the transactions contemplated by this Agreement. Parent agrees to provide the Company and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Parent and/or any of its Affiliates, agents or advisors, on the one hand, and any governmental authority, on the other hand, concerning or in connection with the Contemplated Transactions as required transactions contemplated hereby. The Company shall promptly furnish to Parent copies of any notices or written communications received by the HSR Act, as soon as practicable after the date Company or any of this Agreement, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) request early termination of any waiting periods under the HSR Act, (iv) comply as promptly as practicable with any requests for information or documents received its Affiliates from any Governmental Authority by third party or any of Purchaser, the Company and their respective Affiliates, (v) coordinate and cooperate with one another and exchange such information and render such assistance as the other may reasonably request in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions. (b) The Parties will use commercially reasonable efforts to resolve any objections asserted by any Governmental Authority under applicable anti-trust Laws governmental authority with respect to the Contemplated Transactions. If any Governmental Authority or other Person initiates or threatens any administrativetransactions contemplated by this Agreement, judicial or legislative action or proceeding challenging and the Contemplated Transactions as violating any applicable anti-trust LawCompany shall permit counsel to Parent an opportunity to review in advance, and the Parties will use commercially reasonable efforts and cooperate Company shall consider in good faith the views of such counsel in connection with, any proposed written communications by the Company and/or its Affiliates to contest any governmental authority concerning the transactions contemplated by this Agreement. The Company agrees to provide Parent and defend against such action its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or proceeding and to have any Order under any anti-trust Law prohibitingdiscussions, preventing either in person or restricting consummation of by telephone, between the Contemplated Transactions vacated, lifted, reversed or overturned, including by vigorously pursuing all available avenues of administrative and judicial appeal and legislative actions; provided, however, that nothing in this Section 5.7 shall require or be construed to require either Party or Company and/or any of their Affiliates its Affiliates, agents or advisors, on the one hand, and any governmental authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (E) Parent shall be solely responsible for and pay all filing fees payable to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half of the cost of filing under Antitrust Authorities in connection with the HSR Acttransactions contemplated by this Agreement.

Antitrust Approvals. (a) Until Each of Parent and the Closing, each Party will, and will cause its Affiliates Company shall use their reasonable best efforts to, take all actions necessaryas promptly as practicable, proper or advisable under applicable Law to (i) file obtain from any Government Entity any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or cause order required to be filed all requisite documents and notification obtained or made by the Company, Parent or Merger Sub, or to avoid any action or proceeding by any Government Entity, in each case in connection with the Contemplated Transactions as required by the HSR Actauthorization, as soon as practicable after the date execution and delivery of this AgreementAgreement and the consummation of the transactions contemplated herein, and (ii) satisfy make all necessary filings, and thereafter make any other filing requirements or the issuance of approvalsrequired submissions, clearances, consents or authorizations required with respect to this Agreement required under any anti-trust applicable Law, (iii) request early termination of any waiting periods under including the HSR Act, (iv) comply as promptly as practicable with Act and any requests for information or documents received from any Governmental Authority by any of Purchaser, the Company and their respective Affiliates, (v) coordinate and cooperate with one another and exchange such information and render such assistance as the other may reasonably request in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions. (b) The Parties will use commercially reasonable efforts to resolve any objections asserted by any Governmental Authority under applicable anti-trust Laws with respect to the Contemplated Transactions. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the Contemplated Transactions as violating any applicable anti-trust Law, the Parties will use commercially reasonable efforts and cooperate in good faith to contest and defend against such action or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions vacated, lifted, reversed or overturned, including by vigorously pursuing all available avenues of administrative and judicial appeal and legislative actionsAntitrust Laws; provided, however, that nothing the parties shall cooperate with each other in connection with the making of all such filings, including providing copies of all such non-proprietary documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The parties shall promptly furnish to each other all information required for any application or other filing to be made by the other pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Parent and the Company agree to make any necessary filings under the HSR Act and any other Antitrust Laws no later than five (5) Business Days after execution of this Agreement. (b) Parent shall use its reasonable best efforts to resolve as soon as practicable objections, if any, asserted by any Government Entity with respect to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary set forth in this Section 5.7 shall require or be construed to require either Party Agreement, none of Parent, Merger Sub, or any of their respective Subsidiaries or Affiliates to shall be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any actionaction with respect to, propose or make any divestiture or other undertakingrequirement, condition, limitation, understanding, agreement, or propose order to: (i) sell, license, assign, transfer, divest, hold separate, or enter into otherwise dispose of any consent decree. The Parties agree to each pay one-half assets, business, or portion of business of the cost Company, the Surviving Corporation, Parent, Merger Sub, or any of their respective Subsidiaries or Affiliates; (ii) conduct, restrict, operate, invest, or otherwise change the assets, business, or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub, or any of their respective Subsidiaries or Affiliates in any manner; or (iii) impose any restriction, requirement, or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub, or any of their respective Subsidiaries or Affiliates. (c) Parent and the Company shall be equally responsible for all filing under fees incurred in connection with the HSR ActAct or any other Antitrust Law in connection with the consummation of the transactions contemplated by this Agreement.

Antitrust Approvals. (a) Until As promptly as reasonably practicable following the Closing, each Party will, and will cause its Affiliates to, take all actions necessary, proper or advisable under applicable Law to (i) file or cause to be filed all requisite documents and notification in connection with the Contemplated Transactions as required by the HSR Act, as soon as practicable after the date execution of this Agreement, each of the Purchaser and the Company (iiso far as it is legally bound to do so) satisfy any other filing requirements shall make, or shall cause its ultimate parent entity (as that term is defined in the issuance of approvalsHSR Act) to make, clearances, consents or authorizations all pre-transaction notification filings required with respect to any anti-trust Law, (iii) request early termination of any waiting periods under the HSR Act, and required under any other applicable Antitrust Laws (ivwhich shall be made no later than ten (10) comply Business Days after the date hereof or on such other subsequent date as promptly as practicable with any requests for information the Purchaser and the Company mutually agree or documents received from any Governmental Authority the earlier date required by any the applicable Law). Each of the Purchaser, on the Company one hand, and their respective Affiliatesthe Company, on the other hand, shall: (vi) coordinate cooperate fully with each other and cooperate with one another and exchange shall furnish to the other such necessary information and render such reasonable assistance as the other may reasonably request in connection with its preparation of any required filings under the HSR Act or any applicable Antitrust Laws; and (ii) keep the other party reasonably informed of any communication received by such HSR filings party from, or given by such party to any Antitrust Authority and requests of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated hereby and in a manner that protects attorney-client or attorney work product privilege. Further, without limiting the obligations stated in this Section 7.9(a), the Purchaser and the Company shall each use its reasonable best efforts to respond to and comply with any request for information regarding the transactions contemplated hereby or documentsfilings under the HSR Act or any applicable Antitrust Laws from any Antitrust Authority. Neither the Purchaser, subject on the one hand, nor the Company, on the other hand, shall consent to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry any voluntary extension of any Order under statutory deadline or waiting period or to any anti-trust Law prohibiting, preventing or restricting voluntary delay of the consummation of the Contemplated Transactionstransactions contemplated by this Agreement, at the behest of any Governmental Entity or otherwise, without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Without limiting the generality of the foregoing, each of the Purchaser and the Company shall provide to the other (or the other party’s outside counsel) upon request copies of all correspondence between such party and any Antitrust Authority relating to the transactions contemplated by this Agreement. The Parties Purchaser and the Company may, as each reasonably deems advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 7.9(b) as “clean room only,” “confidential material” or as “competitively sensitive information,” in accordance with the Confidentiality Agreements. Such materials and the information contained therein shall be given only to outside counsel or senior management of the recipient, subject to compliance with applicable Law, and will not be disclosed by such outside counsel or senior management to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Subject to applicable Law, the Purchaser and the Company will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Antitrust Authority regarding the transactions contemplated by this Agreement by or on behalf of any such party. (c) The Purchaser and the Company will, with the exception of the payment of the filing fees pursuant to the HSR Act in accordance with Section 11.13, at their own expense, use commercially their reasonable best efforts to resolve obtain all required approvals from any objections asserted by Antitrust Authority, including approval under the HSR Act, and to avoid or eliminate each and every other impediment to Closing under the HSR Act as expeditiously as possible. (d) Subject to the other obligations of the Parties as set forth in this Section 7.9, in no event shall the Company and the Signing Stockholders, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), (i) agree to sell, divest, dispose of or hold separate any Governmental Authority under applicable anti-trust Laws assets or businesses of the Company or any of its Subsidiaries, or otherwise take or commit to take any action that could reasonably be anticipated to limit the Company or its Subsidiaries’ freedom of action with respect to, or their ability to retain, one or more Subsidiaries, businesses, product lines, assets or affiliations with any Special Affiliates, or (ii) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings on or with respect to the Contemplated Transactionsassets or the operation of the business of the Company, any of its Subsidiaries or any Special Affiliate (other than, with respect to this clause (ii), as any of the foregoing may arise in the Ordinary Course of Business. (e) If in connection with obtaining one (1) or more required approvals from any Antitrust Authority, the Purchaser is prohibited from acquiring any of the Dialysis Centers of the Company and its Subsidiaries, then the Company shall use its reasonable best efforts to assist the Purchaser in its efforts to, at its option, either (i) market and sell any such Dialysis Centers (the “Divested Dialysis Centers”) to a third party (the “Dialysis Centers Divestiture”), or (ii) sell such Dialysis Centers (the “Retained Dialysis Centers”) to a newly formed entity (“Retained Dialysis Centers Co.”) owned directly by one (1) or more of the Stockholders or their Affiliates (the “Retained Dialysis Centers Distribution”) in exchange for the Retained Dialysis Centers Amount, or any combination thereof. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging In connection with the Contemplated Transactions as violating any applicable anti-trust LawDialysis Centers Divestiture (but subject to Section 10.2(d)), the Parties will use commercially agree that (i) the Purchaser and the Company and their respective counsel shall have primary responsibility for the preparation and negotiation of the transaction terms (including price), conditions, agreements and documentation (the “Divestiture Agreements”), subject to compliance with applicable Law, and (ii) at the Purchaser’s reasonable efforts request, the Company shall cause the Company and cooperate the Company’s management to take all actions reasonably required at the direction of the Purchaser to (A) participate in good faith to contest the marketing and defend against such action or proceeding sale process for the Dialysis Centers Divestiture, including the preparation of due diligence information, the answering of questions from potential purchasers, the preparation of marketing materials and to participation in management presentations, and (B) execute the Divestiture Agreements on the terms and conditions (including price) negotiated and documented in the Divestiture Agreements by the Purchaser, the Company and their respective counsel, it being acknowledged and agreed by the Purchaser that none of the Stockholders shall have any Order under liability or obligation to the buyer(s) thereunder pursuant to such divestiture agreements other than with respect to any antipost-trust Law prohibitingclosing restrictive covenants entered into in connection therewith so long as they are no more restrictive than the restrictive covenants set forth herein. In connection with the Retained Dialysis Centers Distribution, preventing or restricting consummation the Company shall prepare all required documentation to implement the Retained Dialysis Centers Distribution (including with respect to employment matters involving employees of the Contemplated Transactions vacatedCompany and its Subsidiaries, liftedas to which the Purchaser and the Company shall reasonably cooperate), reversed which documentation shall not contain any restrictive covenants against Retained Dialysis Centers Co. in respect of non-competition or overturnednon-solicitation purporting to restrict the activity of any Retained Dialysis Center (it being acknowledged that this sentence shall not limit the restrictions contained in Section 7.12), including by vigorously pursuing but which shall otherwise be subject to the Purchaser’s prior written approval (such approval not to be unreasonably withheld, delayed or otherwise conditioned), and execute all available avenues of administrative and judicial appeal and legislative actions; provided, however, that nothing in this Section 5.7 shall require or be construed such documentation to require either Party or any of their Affiliates effect the Retained Dialysis Centers Distribution. If a Retained Dialysis Centers Distribution is to take any actionplace, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree such transaction shall be consummated immediately prior to each pay one-half the Closing of the cost transactions contemplated hereby. If a Dialysis Centers Divestiture is to take place, and is required by applicable Law to take place prior to the Closing, such transaction shall be consummated immediately prior to the Closing of filing under the HSR Acttransactions contemplated hereby.

Antitrust Approvals. (a) Until Each of Buyer and the Closing, each Party will, and Company will cause its Affiliates to, take all actions necessary, proper or advisable under applicable Law to (i) file make or cause to be filed made all requisite documents and notification in connection filings required of it or its Affiliates under the Antitrust Laws with respect to the Contemplated Transactions as promptly as practicable and, in any event, any required by filings pursuant to the HSR Act, as soon as practicable after Act within five Business Days from the date of this Agreement, (ii) satisfy comply at the earliest practicable date with any request under the Antitrust Laws for additional information, documents or other filing requirements materials received by it or its Affiliates from any Governmental Authority in respect of such filings or the issuance Transactions, and (iii) cooperate with the other Party in connection with any such filing and in connection with resolving any investigation or other inquiry of approvals, clearances, consents or authorizations required any Governmental Authority under any Antitrust Law with respect to any anti-trust Law, (iii) request early termination such filing or the Transactions. Each of Buyer and the Company will use its reasonable best efforts to furnish to the other Party all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactions and promptly inform the other Party of any waiting periods under the HSR Actoral communication with, (iv) comply as promptly as practicable with any requests for information or documents received from and provide copies of written communications with, any Governmental Authority regarding any such filings or the Transactions. No Party will independently participate in any scheduled meeting or teleconference with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and participate in such meeting. Without limiting the foregoing or any of Purchaserthe other provisions of this Section 5.3, the Company parties agree to cooperate to devise the strategy for filings, notifications, submissions and their respective Affiliates, (v) coordinate and cooperate communications with one another and exchange such information and render such assistance as the other may reasonably request in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order Governmental Authority under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated TransactionsAntitrust Laws. (b) The Parties Each of Buyer and the Company will use commercially its respective reasonable best efforts to resolve any objections such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under applicable anti-trust any Antitrust Law and use its respective reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the Antitrust Laws with respect to the Contemplated TransactionsTransactions as promptly as possible after the execution of this Agreement. If In connection therewith, if any Governmental Authority Action is instituted (or other Person initiates or threatens any administrative, judicial or legislative action or proceeding threatened to be instituted) challenging the Contemplated Transactions (or any portion thereof) as violating in violation of any applicable anti-trust Antitrust Law, each of Buyer and the Parties Company will cooperate and use commercially its respective reasonable best efforts and cooperate in good faith to contest and defend against resist any such action or proceeding Action and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions vacated, lifted, reversed or overturnedoverturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions unless Buyer and the Company mutually decide that litigation is not in their respective best interests. In connection with and without limiting the foregoing, each of Buyer and the Company will use their reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority so as to enable the Parties to close the Transactions as expeditiously as possible and in any event prior to the Termination Date, including (i) proposing, negotiating, committing to and effecting, by vigorously pursuing all available avenues consent decree, hold separate order or otherwise, the sale, divestiture or disposition of administrative businesses, product lines or assets of Buyer or its Affiliates (including, following the Closing, the Company and judicial appeal its Subsidiaries), (ii) terminating existing relationships, contractual rights or obligations of Buyer or its Affiliates (including, following the Closing, the Company and legislative actions; providedits Subsidiaries), however(iii) terminating any venture or other arrangement of Buyer or its Affiliates (including, following the Closing, the Company and its Subsidiaries), and (iv) otherwise taking or committing to take actions that nothing after the Closing Date would limit Buyer’s or its Affiliates’ (including, following the Closing, the Company’s and its Subsidiaries’) freedom of action with respect to, or its ability to retain, one or more of the businesses, product lines, intellectual property or assets of Buyer and its Affiliates (including, following the Closing, the Company and its Subsidiaries), in this Section 5.7 shall require each case as may be required in order to avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the Transactions, except that, notwithstanding anything to the contrary contained herein, the Company and its Subsidiaries will only be construed to require either Party or any of their Affiliates obligated to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half of the cost actions described in clauses (i) through (iv) of this Section 5.3(b) if such action is conditional or contingent on the Closing occurring in accordance with the terms of this Agreement and does not constitute a Material Adverse Effect on either the Company or the Buyer or the combined business of the Buyer and the Company. (c) Buyer will pay all filing fees payable to Governmental Authorities under the HSR Actany Antitrust Law.

Antitrust Approvals. (a) Until the Closing, each Party will, The Acquiror and will cause its Affiliates to, take Miranda shall use commercially reasonable efforts to obtain all actions necessary, proper or advisable under applicable Law to (i) file or cause to be filed all requisite documents Antitrust Approvals and notification in connection with the Contemplated Transactions as required by the HSR Act, as soon as practicable after the date of this Agreement, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) request early termination of any waiting periods under the HSR Act, (iv) comply as promptly as practicable with any requests for information or documents received from any Governmental Authority by any of Purchaser, the Company and their respective Affiliates, (v) coordinate and shall cooperate with one another and exchange such information and render such assistance as the each other may reasonably request in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactionsso doing. (b) The Parties will use commercially Acquiror and Miranda and/or any of their affiliates or subsidiaries, as applicable, shall: (i) take promptly all reasonable efforts actions necessary to resolve any objections asserted by any Governmental Authority under applicable anti-trust Laws with make the filings required, or which the Acquiror and Miranda jointly elect to make in respect to the Contemplated Transactions. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the Contemplated Transactions as violating any applicable anti-trust Law, the Parties will use commercially reasonable efforts and cooperate in good faith to contest and defend against such action or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions vacated, lifted, reversed Antitrust Approvals; and (ii) comply at the earliest practicable date with any request for additional information or overturned, including documentary material received by vigorously pursuing all available avenues of administrative and judicial appeal and legislative actions; provided, however, that nothing in this Section 5.7 shall require the Acquiror or be construed to require either Party Miranda or any of their Affiliates affiliates or subsidiaries from a Governmental Entity with respect to take an Antitrust Approval. (c) The Acquiror shall pay for any actionand all application or filing fees with respect to any and all applications or filings in respect of the Antitrust Approvals. (d) All requests and enquiries from any Governmental Entity in respect of the Antitrust Approvals shall be dealt with by the Acquiror and Miranda in consultation with each other, propose and the Acquiror and Miranda shall promptly co-operate with and provide all necessary information and assistance reasonably required by such Governmental Entity in respect of an Antitrust Approval upon being requested to do so by such authority or make any divestiture or by the other undertakingParty. Without limiting the generality of the foregoing, or propose or enter into any consent decree. The Parties agree counsel for each of the Acquiror and Miranda shall provide to each pay one-half other draft versions of all material correspondence and filings, provide a reasonable opportunity to review and comment and consider in good faith comments provided by counsel for each of the cost Acquiror and Miranda, and permit counsel for each of filing under the HSR ActAcquiror and Miranda to attend all substantive telephone conferences and meetings with any Governmental Entity in connection with obtaining Antitrust Approvals. Competitively-sensitive information may be shared between outside counsel for each of the Acquiror and Miranda as necessary or appropriate in connection with obtaining Antitrust Approval. Competitively-sensitive information shall be redacted by outside counsel from documents or summaries of communications with a Governmental Entity that may be provided to the Acquiror and Miranda.

Antitrust Approvals. (a) Until The Company and Buyer shall, as promptly as practicable and before the Closingexpiration of any relevant legal deadline, each Party willbut in no event later than ten (10) Business Days following the Agreement Date, and will cause its Affiliates tofile, take all actions necessary, proper or advisable under applicable Law to (i) file or cause to be filed all requisite documents filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection with therewith pursuant to the Contemplated Transactions as required HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, as soon as practicable after the date of this Agreement, and (ii) satisfy any other filing requirements or Governmental Entity, any other filings, reports, information and documentation required for the issuance of approvals, clearances, consents or authorizations required with respect Transactions pursuant to any anti-trust LawLaws relating to antitrust and competition applicable to any Acquired Company, if any (iii) request early termination “Other Antitrust Laws”). Each of any waiting periods under the HSR Actparties hereto shall furnish, (iv) comply as promptly as practicable with any requests for information or documents received from any Governmental Authority by any of Purchasercause to be furnished, the Company and their respective Affiliates, (v) coordinate and cooperate with one another and exchange to each other’s counsel such necessary information and render such reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactionslocal counsel fees. (b) The Company and Buyer shall each, respectively, use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including providing additional information. The Parties will agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions. (c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to resolve facilitate and expedite the identification and resolution of any objections asserted by issues arising under the HSR Act and any Governmental Authority under applicable anti-trust Other Antitrust Laws with respect to at the Contemplated Transactionsearliest practicable dates. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the Contemplated Transactions as violating any applicable anti-trust Law, the Parties will use Such commercially reasonable efforts and cooperate cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in good faith to contest and defend against any meeting or discussion with any Governmental Entity in respect of any such action filings, applications, investigation or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation other inquiry without giving the other party prior notice of the Contemplated Transactions vacatedmeeting and, liftedto the extent permitted by the relevant Governmental Entity, reversed or overturnedthe opportunity to attend and participate (which, including by vigorously pursuing all available avenues at the request of administrative and judicial appeal and legislative actions; provided, however, that nothing in this Section 5.7 shall require or be construed to require either Party or any of their Affiliates the parties, shall be limited to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half of the cost of filing under the HSR Actoutside antitrust counsel only).

Antitrust Approvals. (a) Until The Company and Parent shall as promptly as practicable and before the Closingexpiration of any relevant legal deadline, each Party willbut in no event later than ten Business Days following the execution and delivery of this Agreement, and will cause its Affiliates tofile, take all actions necessary, proper or advisable under applicable Law to (i) file or cause to be filed all requisite documents filed, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) the notification and report form required for the Transactions and any supplemental information requested in connection with the Contemplated Transactions as required by therewith pursuant to the HSR Act. Each of the parties shall furnish, as soon as practicable after the date of this Agreementor cause to be furnished, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) request early termination of any waiting periods under the HSR Act, (iv) comply as promptly as practicable with any requests for information or documents received from any Governmental Authority by any of Purchaser, the Company and their respective Affiliates, (v) coordinate and cooperate with one another and exchange each other’s counsel such necessary information and render such reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any other Antitrust Laws. Parent and the Company (as a Transaction Expense) shall each be responsible for 50% of all filing fees payable in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactionslocal counsel fees. (b) The Parties will Company and Parent shall (and to the extent applicable, shall cause their respective Subsidiaries to) use their respective reasonable best efforts to obtain or take, as applicable, or cause to be obtained or taken, as applicable, as promptly as practicable but, in any event, no later than the Outside Date: (i) all necessary approvals under the HSR Act any other Antitrust Laws required in connection with this Agreement and the Transactions and (ii) all necessary actions or nonactions, waivers, consents, registrations, filings, approvals and authorizations from Governmental Entities, including all steps as may be necessary to avoid an Action by any Governmental Entity, including using reasonable best efforts in the contesting and defending of 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. Neither the Company and its Affiliates nor any of their respective Affiliates shall be obligated to grant any consideration, or pay any fee or other similar payment, to any third Person from whom consent or approval is required or requested from or by such third Person in connection with the consummation of the Transactions in order to obtain any such consent or approval. Parent shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire by way of arrangement, amalgamation, merger or consolidation with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to or the consummation of such acquisition, arrangement, amalgamation, merger or consolidation would reasonably be expected to (A) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (B) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Transactions or (C) delay the consummation of the Transactions. (c) Upon the terms and subject to the conditions herein provided and subject to the parties’ (and, to the extent applicable, their respective Subsidiaries’) obligations under applicable Law, none of the parties hereto shall (and such parties shall cause, to the extent applicable, their respective Affiliates not to) knowingly take, or cause to be taken, any action that would reasonably be expected to materially delay or prevent the satisfaction by the Outside Date of any condition set forth in Article VIII. (d) Each of the parties agrees to instruct their respective counsel to cooperate with the other and use commercially reasonable efforts to resolve facilitate and expedite the identification and resolution of any objections asserted by issues arising under the HSR Act and any Governmental Authority under applicable anti-trust other Antitrust Laws with respect to at the Contemplated Transactionsearliest practicable dates. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the Contemplated Transactions as violating any applicable anti-trust Law, the Parties will use Such commercially reasonable efforts and cooperate cooperation include counsel’s undertaking (i) to promptly inform the other parties’ counsel of any substantive oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in good faith to contest and defend against any substantive meeting or discussion with any Governmental Entity in respect of any such action filings, applications, investigation or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation other inquiry without giving the other parties prior notice of the Contemplated Transactions vacatedmeeting and, liftedto the extent permitted by the relevant Governmental Entity, reversed or overturnedthe opportunity to attend and participate (which, including by vigorously pursuing all available avenues at the request of administrative and judicial appeal and legislative actions; provided, however, that nothing in this Section 5.7 shall require or be construed to require either Party or any of their Affiliates the parties, shall be limited to take outside antitrust counsel only). (e) A party shall not extend or consent to any action, propose extension of any applicable waiting or make any divestiture or other undertaking, or propose review period or enter into any agreement with a Governmental Entity to not consummate the Transactions, except upon the prior written consent decree. The Parties agree to each pay one-half of the cost of filing under the HSR Actother parties hereto, such consent not to be unreasonably withheld, conditioned or delayed.

Antitrust Approvals. (a) Until To the Closing, each Party willextent that the Purchaser determines in good faith, and will cause its Affiliates toon the reasonable advice of counsel, take all actions necessarythat any consent of a Governmental Authority is necessary to consummate the transactions contemplated by this Agreement, proper or advisable under applicable Law then, subject to the terms of this Agreement, the Sellers and the Purchaser shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (i10) file Business Days following the execution and delivery of this Agreement, file, or cause to be filed all requisite documents filed, with (i) the United States Federal Trade Commission and the United States Department of Justice the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection with the Contemplated Transactions as required by therewith pursuant to the HSR Act, as soon as practicable after the date of this Agreement, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) which forms shall specifically request early termination of any the waiting periods under period prescribed by the HSR Act and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to the Xxxxxxx Act, (iv) comply as promptly as practicable with any requests for information or documents received from any Governmental Authority by any of Purchaseramended, the Company Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and their respective Affiliatesany other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of restricting competition, monopolization or restraint of trade, if any (v) coordinate and cooperate with one another and exchange “Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and render such reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. The Purchaser shall be responsible for eighty-eight percent (88%) and the Sellers shall be responsible for twelve percent (12%) of all filing fees payable in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactionslocal counsel fees. (b) The Parties will Sellers and the Purchaser shall use their respective commercially reasonable efforts to resolve promptly obtain any objections asserted clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the transactions contemplated hereby and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any of its Affiliates (which for purposes of this sentence shall include the Company) shall be required, in connection with the matters covered by this Section 6.12, (i) to pay any amounts (other than the payment of filing fees and expenses and fees of counsel), (ii) to commence or defend any litigation, (iii) to hold separate (including by trust or otherwise) or divest any of their respective businesses, product lines or assets, (iv) to agree to any limitation on the operation or conduct of their or the Company’s or any of the Subsidiaries’ respective businesses or (v) to waive any of the conditions set forth in Article VII of this Agreement. (c) Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority under applicable anti-trust Laws regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with respect to the Contemplated Transactions. If any Governmental Authority in respect of any such filings, investigation, or other Person initiates or threatens any administrativeinquiry without giving the other parties hereto prior notice of the meeting and, judicial or legislative action or proceeding challenging to the Contemplated Transactions as violating any extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable anti-trust Law, the Parties will use commercially reasonable efforts parties hereto shall consult and cooperate with one another in good faith to contest and defend against such action or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation of connection with the Contemplated Transactions vacated, lifted, reversed or overturned, including by vigorously pursuing all available avenues of administrative and judicial appeal and legislative actions; provided, however, that nothing matters described in this Section 5.7 shall require 6.12, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or be construed submitted by or on behalf of any party hereto relating to require either Party or any of their Affiliates to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half of the cost of filing proceedings under the HSR ActAct or other Antitrust Laws.

Antitrust Approvals. (a) Until Seller and Buyer shall, as promptly as practicable and before the Closingexpiration of any relevant legal deadline, each Party willbut in no event later than five (5) Business Days following the execution and delivery of this Agreement, and will cause its Affiliates tofile, take all actions necessary, proper or advisable under applicable Law to (i) file or cause to be filed all requisite documents filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the transactions contemplated by this Agreement and the Ancillary Documents and any supplemental information requested in connection with the Contemplated Transactions as required by therewith pursuant to the HSR Act, as soon as practicable after the date of this Agreement, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) which forms shall specifically request early termination of any the waiting periods under period prescribed by the HSR ActAct and (ii) any other Governmental Entity, (iv) comply as promptly as practicable with any requests for information or documents received from any Governmental Authority by any of Purchaserother filings, the Company and their respective Affiliatesreports, (v) coordinate and cooperate with one another and exchange such information and render documentation required for the transactions contemplated hereby pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Each of Seller and Buyer shall be responsible for 50% of all filing fees payable in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry 50% of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactionslocal counsel fees in connection with such filings. (b) The Parties will Seller and Buyer shall use their respective best efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the transactions contemplated by this Agreement and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall respond as promptly as practicable to any such inquiry or request. (c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to resolve facilitate and expedite the identification and resolution of any objections asserted by issues arising under the HSR Act and any Governmental Authority under applicable anti-trust Other Antitrust Laws with respect to at the Contemplated Transactionsearliest practicable dates. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the Contemplated Transactions as violating any applicable anti-trust Law, the Parties will use Such commercially reasonable efforts and cooperate cooperation include counsel’s undertaking (i) to promptly provide copies of written communications with any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in good faith to contest and defend against any meeting with any Governmental Entity in respect of any such action filings, applications, investigation or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation other inquiry without giving the other party prior notice of the Contemplated Transactions vacatedmeeting and, liftedto the extent permitted by the relevant Governmental Entity, reversed or overturnedthe opportunity to attend and participate (which, including by vigorously pursuing all available avenues at the request of administrative and judicial appeal and legislative actions; provided, however, that nothing in this Section 5.7 shall require or be construed to require either Party or any of their Affiliates the parties, shall be limited to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half of the cost of filing under the HSR Actoutside antitrust counsel only).

Antitrust Approvals. (a) Until the ClosingSeller and Buyer shall, each Party will, and will cause its Affiliates to, take all actions necessary, proper or advisable under applicable Law to (i) file as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than five (5) Business Days following the execution and delivery of this Agreement, file, or cause to be filed all requisite documents filed, with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required for the transactions contemplated by this Agreement and any supplemental information requested in connection with the Contemplated Transactions as required by therewith pursuant to the HSR Act, as soon as practicable after the date of this Agreement, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) which forms shall specifically request early termination of any the waiting periods under period prescribed by the HSR Act, Act and (ivii) comply as promptly as practicable with practicable, file any requests for information or documents received from other Governmental Entity, any Governmental Authority by any of Purchaserother filings, the Company and their respective Affiliatesreports, (v) coordinate and cooperate with one another and exchange such information and render documentation required for the transactions contemplated hereby pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the Parties shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Buyer shall be responsible for all filing fees payable in connection with such HSR filings and requests the Parties shall be responsible for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactionstheir respective counsel fees. (b) The Parties will Seller and Buyer shall use their respective commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the transactions contemplated by this Agreement and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request. In furtherance of the foregoing, Buyer agrees to promptly take, and to use commercially reasonable efforts to resolve cause its Affiliates to take, any objections asserted by and all steps reasonably necessary to obtain any Governmental Authority clearance required under applicable anti-trust the HSR Act and any Other Antitrust Laws with respect as to the Contemplated Transactions. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the Contemplated Transactions as violating any applicable anti-trust Law, enable the Parties will use commercially reasonable efforts and cooperate in good faith to contest and defend against such action or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation of expeditiously close the Contemplated Transactions vacated, lifted, reversed or overturned, including transactions contemplated by vigorously pursuing all available avenues of administrative and judicial appeal and legislative actionsthis Agreement; provided, however, that nothing notwithstanding any other provision in this Section 5.7 Agreement, Buyer shall have no obligation to accept any remedy measures proposed or imposed by any Governmental Entity as a condition to consummation of the transactions contemplated by this Agreement, in each case that would (i) reasonably be expected to, individually or in the aggregate, have a material adverse impact on the business of the Buyer, its Affiliates and the Acquired Companies, taken as a whole, from and after the Closing (including a hold separate requirement) or (ii) require divestitures of any business, legal entity or assets of the Buyer, its Affiliates or the Acquired Companies. Buyer and its Affiliates shall be construed obligated to require either Party promptly contest, administratively or in court, any ruling, order LEGAL_US_E # 161486834.17 or other action of any Governmental Entity or any of their Affiliates to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half Person respecting the transactions contemplated by this Agreement. (c) Each of the cost Parties agrees to instruct their respective counsel to cooperate with the other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of filing any issues arising under the HSR ActAct and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other Party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No Party shall independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other Party prior written notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any of the Parties, shall be limited to outside antitrust counsel only with respect to any HSR Act and/or Other Antitrust Law filings).