Common use of Antitrust Laws Clause in Contracts

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.310.2, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto Party agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby Transactions as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private PersonAuthority, in each case regarding any of the transactions contemplated by this AgreementTransactions; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAuthority, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto Party is prohibited from participating in or attending any meetings or conferences, the other parties hereto Parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated herebyTransactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting the generality of Section 10.1 (a) The Parties shall use their commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and Section 10.3approvals from all Antitrust Authorities, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, including with respect to Required Regulatory Approvals, and make, or cause to be made, all filings required by Law to be made to consummate the transactions contemplated hereby that may be or become necessary for its execution and delivery of this Agreement and the performance of each Party’s obligations pursuant to this Agreement as promptly as reasonably practicable, and in any event prior to supply the End Date. Purchaser and where applicable, Seller shall, as promptly as practicable but in no event later than the twentieth (20th) Business Day following the date hereof, make all appropriate filings pursuant to the HSR Act and any filings of such Party under any Antitrust Law listed on Section 5.5(a) of the Seller Disclosure Letter in connection with this Agreement and the transactions contemplated hereby, and such initial filings pursuant to the HSR Act from Purchaser and Seller shall request early termination of any applicable waiting period under the HSR Act. (b) Subject to applicable Law, each Party shall: (i) furnish to the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other Party pursuant to any applicable Antitrust Law in connection with the transactions contemplated by this Agreement; (ii) at the earliest reasonably practicable date respond to and comply with (or properly reduce the scope of) any formal or informal request for additional information and or documentary material that may be reasonably requested pursuant received by it or any of its Affiliates from any Antitrust Authority; and (iii) consult and cooperate with the other Party, and permit the other Party (and its counsel), to Antitrust Laws the extent legally permissible to do so, to review in advance and to take all other actions reasonably necessary, proper or advisable to cause consider in good faith the expiration or termination comments and views of the applicable waiting periods other Party, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other communications made or submitted by or on behalf of any Party in connection with proceedings under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the or relating to any Antitrust Laws. Each party hereto shallof the Parties will promptly notify the other Party of any written or other material or substantive communication made to or received by such Party from any Antitrust Authority regarding any of the transactions contemplated hereby. Neither Party will participate in any substantive meeting, telephone call, or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend and participate thereat, and each Party will furnish the other Party with copies of all correspondence, filings and attachments thereto (excluding Item 4(c) and Item 4(d) documents in connection with the HSR Act filing) and written communications between them and their Affiliates and their respective Representatives on one hand and any such Antitrust Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby; provided, however, that the Parties may, as each deems advisable and necessary, reasonably designate competitively sensitive material provided under this Section 5.5 as “outside counsel only material” and may redact materials to remove references concerning the valuation of the Purchased Assets, privileged communications or any other competitively sensitive material. (c) In furtherance and not in limitation of the foregoing, Purchaser shall use commercially reasonable efforts to obtain take any and all requisite approvals and authorizations for actions necessary to resolve, avoid, or eliminate any impediments or objections that may be asserted by any Antitrust Authority with respect to the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: or avoid the entry of, effect the dissolution of and have vacated, lifted, reversed or overturned, including litigating to vacate, lift, reverse, or overturn any decree, order or judgment that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement so as to enable the Parties to close the transactions contemplated by this Agreement expeditiously (i) cooperate but in all respects with each other party hereto no event after the End Date), except for proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or its Affiliates in connection with any filing or submission and in connection with any investigation otherwise, the sale, divestiture, license or other inquirydisposition of such of its, including any proceeding initiated its Subsidiaries’ assets, properties or business or of the assets, properties or businesses to be acquired by a private Person; (ii) keep Purchaser pursuant hereto, and entering into such other arrangements, as are necessary or advisable in order to avoid the other parties reasonably informed entry of, and the commencement of any communication received by such party or its Representatives fromlitigation seeking the entry of, or given by such party or its Representatives toto effect the dissolution of, any Governmental Authority and of injunction, temporary restraining order or other Order in any communication received suit or given in connection with any proceeding by a private Person, in each case regarding an Antitrust Authority or any other person under Antitrust Laws that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement. (d) From the date of this Agreement through the later of: (i) the date of termination of the required waiting periods under all applicable Antitrust Laws; (ii) the date all approvals under applicable Antitrust Laws are obtained; and (iii) permit the date all the consents required pursuant to Section 5.5(a) are obtained, neither Party nor any of its Subsidiaries shall take any action, including acquiring or agreeing to acquire, by merging with or into or consolidating with, or by purchasing a Representative substantial portion of the assets of or equity in, or by any other Parties and their respective outside counsel manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquiring or agreeing to review acquire any communication given assets, that could reasonably be expected to hinder or delay, as applicable, the obtaining of clearance or the expiration of the required waiting periods under all applicable Antitrust Laws, the obtaining of the approvals required under such applicable Antitrust Laws, the obtaining of the consents required pursuant to Section 5.5(a) or the consummation of the transactions contemplated by it tothis Agreement. (e) Purchaser will not “pull-and-refile” pursuant to 16 C.F.R. 803.12 or otherwise withdraw any filing under the HSR Act or any other Antitrust Law, as the case may be, and consult with each other refile it unless Seller has consented in writing in advance of to such withdrawal and refiling, and Purchaser shall not extend any meeting waiting period under the HSR Act or conference with, enter into any agreement with any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and not to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending consummate the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityexcept with the prior written consent of Seller.

Antitrust Laws. Without limiting (a) The Members shall make the generality filings required under the HSR Act and any other Antitrust Laws. The Members shall also comply at the earliest practicable date with any request for additional information, documents or other materials received from the Federal Trade Commission or the Department of Section 10.1 Justice or any other Governmental Authority, including the European Union Competition Commission and Section 10.3other international competition authorities. The Members shall use all reasonable commercial efforts to resolve objections, if any, that may be asserted by any Governmental Authority with respect to the Contemplated Transactions under any Antitrust Laws, including the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, and the Federal Trade Commission Act, as amended. If any judicial or administrative action or proceeding is initiated (or threatened to be initiated) by a Governmental Authority challenging the Contemplated Transactions as violative of any Antitrust Law or any other Applicable Law, for so long as both Members desire to oppose any such action or proceeding, the Members shall each cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, ruling, decision, finding or other order (whether temporary, preliminary, or permanent) until such time as a final, non-appealable order has been entered. (b) Each Member covenants and agrees that, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, prior to supply as promptly as reasonably practicable engaging in any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all substantive discussions with any representatives of a Governmental Authority concerning the Contemplated Transactions, the Member will advise the other actions reasonably necessary, proper or advisable to cause the expiration or termination Member of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination anticipated substance of the waiting period provided for under the Antitrust Laws. Each party hereto shalldiscussions, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep provide the other parties reasonably informed Member with copies of any communication received by written materials it intends to provide to or review with such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority representatives and of any communication received or given in connection with any proceeding by afford the other Member a private Person, in each case regarding any reasonable opportunity to comment upon the anticipated substance of the transactions contemplated by this Agreement; (iii) permit a Representative of discussions or such written materials or to join the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend Member and participate in such meetings and conferences; (iv) discussions. In the event it is impracticable for a Member to comply with its obligations in the event preceding sentence because the Member is contacted directly by a Representative representative of a party hereto is prohibited from Governmental Authority without advance notice, or in any event such a discussion occurs without the presence of Representatives of both Members, as soon as practicable following any such discussions the Member shall advise the other Member of the discussions, the identity of the parties participating in or attending any meetings or conferencesthe discussions and the substance of the discussions, and shall provide the other parties hereto shall keep such party promptly and reasonably apprised Member with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing copies of any memorandawritten materials provided to, white papers, filings, correspondence reviewed with or other written communications explaining or defending received from representatives of the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, (a) Prior to the extent date of this Agreement, the appropriate parties have filed with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice Antitrust Division (the “DOJ”) the premerger notification and report form required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under and any Antitrust Law, supplemental information requested in connection therewith pursuant to the HSR Act. (b) Each of the parties hereto shall use its their respective commercially reasonable efforts to (i) cause the waiting period under the HSR Act to expire or be terminated and (ii) avoid or eliminate each and every impediment under the Antitrust Laws asserted by any Governmental Authority, in each case, to cause the transactions contemplated by this Agreement to occur as soon as reasonably practicable, including promptly complying with any inquiries or requests for additional information from, and otherwise cooperating in good faith with, any Governmental Authority pursuant to the HSR Act; provided, however, that nothing in this Section 7.5 shall require, and such commercially reasonable efforts shall not include: (A) paying any amounts (other than the payment of filing fees and expenses and fees of counsel); (B) offering, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the assets or business of any of the Buyer Parties, the Company or its Subsidiaries, or any of their respective Affiliates; (C) agreeing to any material restrictions on the activities of any of the parties hereto; or (D) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect the ability of any party hereto to consummate the transactions contemplated by this Agreement as soon as practicable. (c) The parties hereto agree to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the Antitrust Laws at the earliest practicable dates. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and, unless advised by outside counsel that doing so would reasonably be expected to violate applicable Law, provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws with respect to the transactions contemplated hereby. Without limiting the foregoing, the parties hereto agree to: (i) cooperate in all respects with give each other party hereto or its Affiliates in connection reasonable advance notice of all meetings with any filing or submission and in connection Governmental Authority relating to any Antitrust Laws with any investigation or other inquiry, including any proceeding initiated by a private Personrespect to the transactions contemplated hereby; (ii) keep give each other an opportunity to participate in each of such meetings; (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Authority relating to any Antitrust Laws; (iv) if any Governmental Authority initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other parties reasonably informed hereto of the substance of such communication; (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any communication received analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Authority regarding any Antitrust Laws; and (vi) provide each other with copies of all written communications to or from any Governmental Authority relating to any Antitrust Laws. Any such disclosures or provision of copies by such one party or its Representatives fromto the other parties may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Section 7.5 to the contrary, with respect to the matters covered in this Section 7.5, it is agreed that the Buyer and the Seller Representative shall consult in good faith with one another and jointly make all decisions, coordinate all discussions, negotiations and other proceedings with, and coordinate all activities with respect to any requests that may be made by, or given by such party any actions, consents, undertakings, approvals, or its Representatives towaivers that may be sought by, any Governmental Authority and of any communication received Authority, including the manner in which to contest or given in connection with any proceeding otherwise respond, by a private Personlitigation or otherwise, in each case regarding any to objections to, or proceedings challenging, the consummation of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting (a) Each party shall (i) take promptly all actions necessary to make the generality filings required of Section 10.1 and Section 10.3, to the extent required it or any of its Affiliates under any applicable Antitrust Laws that are designed in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party shall use its commercially reasonable efforts to prohibitresolve such objections, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Lawsif any, as applicable, in each case, at such party’s sole cost and expense, may be asserted with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, use its “commercially reasonable efforts to: efforts” shall include: (i) cooperate in all respects the case of each of Acquiror and the Company: (A) filing with each other party hereto or its Affiliates in connection the appropriate Antitrust Authorities no later than the fifth (5th) day following the date hereof a Notification and Report Form with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of respect to the transactions contemplated by this Agreement; and (iiiB) permit if Acquiror or the Company receives a Representative formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within sixty (60) days following the date of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting its receipt thereof or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferencessuch; and (ivc) in the event a Representative case of a each of the Acquiror or the Company, subject to the other Person's compliance with clause (i) above, not frustrating or impeding the other Person's strategy or negotiating positions with any Antitrust Authority. (d) Each party hereto is prohibited from participating in or attending any meetings or conferences, shall promptly inform the other parties hereto shall keep of any material communication made to, or received by such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing from, any Antitrust Authority or any other Governmental Entity regarding any of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each a) Each party hereto agrees to shall (i) make the filings required of it or any required filing of its Affiliates under the HSR Act and any other applicable antitrust or application under Antitrust Laws, as applicable, competition laws outside the United States in each case, at such party’s sole cost connection with this Agreement and expense, with respect to the transactions contemplated hereby as promptly as practicableno later than the tenth Business Day following the date hereof, to supply as promptly as reasonably (ii) comply at the earliest practicable date and after consultation with the other party hereto with any request for additional information and or documentary material that may be reasonably requested pursuant to received by it or any of its Affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination Division of the applicable waiting periods under Department of Justice (the “Antitrust Laws as soon as practicableDivision”) or any other similar foreign regulatory body, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, (iii) cooperate with one another in connection with its efforts to obtain all requisite approvals any filing under the HSR Act and authorizations for in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by the FTC, the Antitrust Division or any other Governmental Authority, (iv) take any other action necessary to obtain the approvals and consents required for the consummation of the transactions contemplated by this Agreement and (v) cause the waiting periods under the HSR Act and any Antitrust Law, use its commercially reasonable efforts to: other applicable antitrust or competition laws outside the United States to terminate or expire at the earliest possible date. (ib) cooperate in all respects with each other Each party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep shall promptly inform the other parties reasonably informed of any material communication made to, or received by such party or its Representatives from, the FTC, the Antitrust Division or given by such party or its Representatives to, any other Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of hereby. Neither party may participate in any meeting with the FTC, the Antitrust Division or any other Governmental Authority without prior notice to the other Parties and their respective outside counsel to review any communication given by it toparty and, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such that Governmental Authority or other PersonAuthority, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; attend. (ivc) in The filing fee under the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto HSR Act shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made be borne by any Governmental AuthorityBuyer.

Antitrust Laws. Without limiting Purchasers, Seller and the generality of Section 10.1 and Section 10.3Company agree to use reasonable best efforts to make, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessarycause their Affiliates to use reasonable best efforts to make, proper or advisable to cause any necessary filings under the expiration or HSR Act within five business days after the date hereof, which filings shall include a request for early termination of the applicable waiting periods period under Antitrust Laws the HSR Act. Purchasers, Seller and the Company shall, and shall cause their Affiliates to, comply at the earliest practicable date with any request under the HSR Act to provide information, documents or other materials requested by any Governmental Authority. Purchasers shall, and shall cause their Affiliates to, use their reasonable best efforts to resolve as soon as practicable, including practicable any objections asserted by requesting early termination of any Governmental Authority with respect to this Agreement or the waiting period provided for under the Antitrust Lawstransactions contemplated hereby. Each party hereto of Purchasers, on the one hand, and Seller and the Company, on the other hand, shall, and shall cause their respective Affiliates to, coordinate and cooperate with the other party in connection with its their and their Affiliates' efforts to obtain termination or expiration of the applicable waiting period and all requisite clearances and approvals and authorizations for under the transactions contemplated by this Agreement under any Antitrust LawHSR Act, use its commercially reasonable efforts to: including (iw) cooperate cooperating in all respects with each the other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (iix) keep keeping the other parties reasonably party promptly informed of any material communication received by such party or its Representatives from, or given by such party or its Representatives to, any of their Affiliates from any Governmental Authority and Authority, including the Federal Trade Commission or U.S. Department of any communication received or given in connection with any proceeding by a private PersonJustice, in each case regarding any of the transactions contemplated by this Agreement; , (iiiy) permit a Representative of providing the other Parties party and their respective outside counsel advisors (or just their advisors, to the extent necessary to protect competitively sensitive information) with a reasonable opportunity to (1) review and approve the content of any communication given by it tocommunication, and consult with each presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such submission, (2) consult with the other party prior to any meeting or conference with, with any Governmental Authority or, in connection with any proceeding by a private Person, with any other PersonAuthority, and (3) to the extent permitted by such Governmental Authority or other PersonAuthority, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, and (z) providing such other information and assistance to the other parties hereto party or their advisors as the other party may reasonably request in connection with the foregoing. Purchasers shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in be responsible for the payment of all filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending fees under the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental AuthorityHSR Act.

Antitrust Laws. Without limiting (a) Each party hereto shall (i) take promptly all actions necessary to make the generality filings required of Section 10.1 and Section 10.3, to the extent required it or any of its Affiliates under any applicable Antitrust Laws that are designed to prohibitin connection with this Agreement and the transactions contemplated hereby, restrict (ii) comply at the earliest practicable date with any formal or regulate actions having informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the purpose or effect of monopolization or restraint of trade transactions contemplated by this Agreement initiated by any Antitrust Authority. (“Antitrust Laws”), each b) Each party hereto agrees shall use its commercially reasonable efforts to make any required filing or application under Antitrust Lawsresolve such objections, if any, as applicable, in each case, at such party’s sole cost and expense, may be asserted with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, use its "commercially reasonable efforts to: efforts" shall include: (i) cooperate in all respects the case of each of Buyer and the Company: (A) filing with each other party hereto or its Affiliates in connection the appropriate Antitrust Authorities no later than the fifth (5th) Business Day following the date hereof a Notification and Report Form with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of respect to the transactions contemplated by this Agreement; and (iiiB) permit if Buyer or the Company receives a Representative formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within sixty (60) days following the date of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting its receipt thereof or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferencessuch; and (ivii) in the event a Representative case of a the Company only, subject to Buyer's compliance with clause (i) above, not frustrating or impeding Buyer's strategy or negotiating positions with any Antitrust Authority. (c) Each party hereto is prohibited from participating in or attending any meetings or conferences, shall promptly inform the other parties hereto shall keep of any material communication made to, or received by such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing from, any Antitrust Authority or any other Governmental Entity regarding any of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without In addition to and without limiting the generality foregoing, Bayer and Purchaser will (a) take promptly all actions necessary to prepare any filings, required of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for them under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (iib) keep the other parties make such filings as soon as reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreementpracticable; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (vc) use commercially reasonable efforts to comply at the earliest practicable date with any request for additional information received by any of them from any Governmental Authority with authority regarding antitrust or competition matters; and (d) reasonably cooperate with each other in connection with the filing preparation and making of any such filings and the clearance of the Contemplated Transactions under Antitrust Laws. Notwithstanding the foregoing, nothing in this Agreement shall require Purchaser or Bayer or any of their respective Affiliates to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner, or agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner, or permit or agree to the sale, holding separate, licensing or other disposition of, any assets of Purchaser or Bayer or any of their respective Affiliates, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a Governmental Authority or any other Person or for any other reason. Each party agrees to notify the other party promptly of any material communication from a Governmental Authority regarding the Contemplated Transactions. Without limiting the generality of the foregoing, each party shall provide to the other party (or its Representatives) upon request copies of all correspondence and written productions between such party and any Governmental Authority relating to the Contemplated Transactions. The parties may, as they deem advisable, designate any competitively sensitive materials provided to the other party under this Section 9.3.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the party providing such materials. Subject to Legal Requirements, the parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, white papersbriefs, filingsarguments, correspondence and proposals made or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding submitted to requests or objections made by any Governmental AuthorityAuthority regarding the Contemplated Transactions by or on behalf of any party.

Antitrust Laws. Without limiting (a) Each party hereto shall (i) take promptly all actions necessary to make the generality filings required of Section 10.1 and Section 10.3, to the extent required it or any of its Affiliates under any applicable Antitrust Laws that are designed to prohibitin connection with this Agreement and the transactions contemplated hereby, restrict (ii) comply at the earliest practicable date with any formal or regulate actions having informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the purpose or effect of monopolization or restraint of trade transactions contemplated by this Agreement initiated by any Antitrust Authority. (“Antitrust Laws”), each b) Each party hereto agrees shall use its commercially reasonable efforts to make any required filing or application under Antitrust Lawsresolve such objections, if any, as applicable, in each case, at such party’s sole cost and expense, may be asserted with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, use its "commercially reasonable efforts to: efforts" shall include: (i) cooperate in all respects the case of each of Parent and the Company: (A) if applicable, filing with each other party hereto or its Affiliates the appropriate Antitrust Authorities in connection the United States no later than the fifth (5th) day following the date hereof a Notification and Report Form pursuant to the HSR Act with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of respect to the transactions contemplated by this Agreement; and (iiiB) permit if Parent or the Company receives a Representative formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within sixty (60) days following the date of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting its receipt thereof or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferencessuch; and (ivii) in the event a Representative case of a the Company only, subject to Parent's compliance with clause (i) above, not frustrating or impeding Parent's strategy or negotiating positions with any Antitrust Authority. (c) Each party hereto is prohibited from participating in or attending any meetings or conferences, shall promptly inform the other parties hereto shall keep of any material communication made to, or received by such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing from, any Antitrust Authority or any other Governmental Entity regarding any of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting (a) Notwithstanding anything to the generality contrary herein, Purchaser shall in connection with this Agreement and the transactions contemplated hereby: (i) as promptly as practicable, take all actions necessary to file or cause to be filed the filings required of Section 10.1 it or any of its Affiliates under any applicable Antitrust Laws; (ii) use its reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities, including antitrust clearance under the HSR Act and Section 10.3under any other applicable Antitrust Law, as promptly as practicable, and in any event prior to the End Date; (iii) at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority; and (iv) consult and cooperate with Seller, and consider in good faith the views of Seller, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other written communications made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Antitrust Laws. Seller shall (x) as promptly as practicable take all actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; and (y) consult and cooperate with Purchaser, and consider in good faith the views of Purchaser, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other written communications made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Antitrust Laws; and (z) at the earliest practicable and advisable date comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of the Parties will promptly notify the other Party of any written communication made to or received by such Party from any Antitrust Authority regarding any of the transactions contemplated hereby. Neither Party will participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent required permitted by such Antitrust Authority, gives the other Party the opportunity to attend, and each Party will furnish the other Party, through its counsel, with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such Antitrust Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby, other than the portions of such correspondence, filings and written communications that include confidential or proprietary information not directly related to the transactions contemplated by this Agreement. (b) Purchaser shall be responsible for the payment of all filing fees under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”. (c) Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the transactions contemplated hereby; (iii) increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) delay or prevent the consummation of the transactions contemplated hereby. In connection with and without limiting Section 5.4(a), each Purchaser shall, and shall cause its Affiliates to, (i) use its reasonable efforts to defend through litigation on the merits any Action asserted in court by any party hereto agrees in order to make avoid entry of, or to have vacated or terminated, any required filing Order (whether temporary, preliminary or application permanent) under any Antitrust Laws, as applicable, in each case, at such party’s sole cost Law that would prevent the consummation of the Closing and expense, (ii) not extend any waiting period with any Antitrust Authority with respect to the transactions contemplated hereby as promptly as practicableby this Agreement without the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (d) In connection with and without limiting Section 5.4(a), Purchaser shall use its reasonable best efforts to supply as promptly as reasonably practicable (i) obtain the required approvals or termination of any additional information and documentary material required waiting period under the Antitrust Laws with respect to the transactions contemplated by this Agreement, (ii) resolve any objections that may be reasonably requested pursuant asserted by any Antitrust Authority with respect to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially including (subject to first having used all reasonable best efforts to: to negotiate a resolution to any such objections) contesting and resisting any Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the transactions contemplated by this Agreement and to have such Law or Order repealed, rescinded or made inapplicable and (iiii) cooperate in all respects with to avoid or eliminate each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep every impediment under the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private PersonAntitrust Laws, in each case regarding any so as to permit consummation of the transactions contemplated by this Agreement; . (iiie) permit a Representative For purposes of this Section 5.4 only, “reasonable best efforts” shall include Purchaser proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of assets of Purchaser, the Business, the Purchased Assets or any of the other Parties Conveyed Companies or any combination thereof and their respective outside counsel otherwise taking or committing to review any communication given by it take actions that after the Closing would limit Purchaser’s or its Affiliates’ freedom of action with respect to, and consult with each other in advance or its ability to operate and/or retain, assets of any meeting or conference with, any Governmental Authority Purchaser or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted contemplated to be acquired by such Governmental Authority or other PersonPurchaser pursuant to this Agreement, give a Representative or Representatives assets of the other Parties Business, any of the opportunity Purchased Assets or any of the Conveyed Companies or any combination thereof; provided, however, that nothing in this Agreement will require, or be deemed to attend and participate in such meetings and conferences; (iv) require, Purchaser or its Affiliates to take any action that would reasonably be expected, individually or in the event aggregate, to result in a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental AuthorityBurdensome Condition.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each a) Each party hereto agrees shall (i) take promptly all actions necessary to make the filings required of it or any required of its affiliates under the applicable Antitrust Laws (as defined in Section 4.3(e) hereof) in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by it or any of its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or application under other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust LawsAuthority (as defined in Section 4.3(e) hereof). (b) Each party hereto shall use all best efforts to resolve such objections, if any, as applicable, in each case, at such party’s sole cost and expense, may be asserted with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, use its commercially reasonable efforts to"best efforts" shall include, without limitation: 57 (i) cooperate in all respects the case of each of Parent and Bordxx: (A) filing with each other party hereto or its Affiliates in connection the appropriate Antitrust Authorities no later than the business day following the date hereof a Notification and Report Form with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of respect to the transactions contemplated by this Agreement; and (B) if Parent or Bordxx xxxeives a second request for information and documents from an Antitrust Authority, substantially complying with such second request within 21 days following the date of its receipt thereof; (ii) in the case of Parent only: (A) (1) filing with the appropriate Antitrust Authorities, and causing each of Parent's Affiliates and/or Permitted Assignees and/or other Persons with whom Parent or any of its Permitted Assignees intends to consummate any transaction related to any of the assets or businesses of Holdings or its Subsidiaries or related to any assets or businesses of Parent, Parent's Affiliates and/or Permitted Assignees, in either case in connection with, or in order to permit the consummation of, the transactions contemplated hereby (such Affiliates of Parent, Permitted Assignees and other Persons, collectively, "Related Transaction Parties") to file with the appropriate Antitrust Authorities, no later than five business days following the date hereof a Notification and Report Form with 58 respect to any and all such transactions (including without limitation any and all such transactions contemplated by Parent's filing under Section 4.3(b)(i)(A)) for which such a filing with the appropriate Antitrust Authorities is required and (2) if Parent or Related Transaction Party receives a second request for information and documents from an Antitrust Authority, substantially complying (and causing each applicable Related Transaction Party to substantially comply) with such second request within 21 days following the date of its receipt thereof; and (B) taking any and all actions and doing any and all other things necessary, proper or advisable to cause the condition contained in Section 5.1(b)(ii) hereof to be satisfied and to permit the Closing to occur as soon as possible but in any event on or prior to the Earliest Bordxx Antitrust Termination Date (as defined below) (it being understood that, without limiting Parent's obligations hereunder, the timing of the Closing shall be as set forth in Section 1.4); and (iii) permit a Representative in the case of the other Parties Bordxx xxxy, subject to Parent's compliance with clauses (i) and their respective outside counsel to review any communication given by it to(ii) above, and consult with each other in advance of any meeting not frustrating or conference with, any Governmental Authority or, in connection impeding Parent's strategy or negotiating positions with any proceeding by a private PersonAntitrust Authority, with any other Person, and except to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives strategy would cause Bordxx xx any of the other Parties the opportunity its Affiliates to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending take any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised action with respect thereto; to their assets or businesses, other than actions required by this Agreement with respect to Holdings and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityits Subsidiaries and their assets and businesses.

Antitrust Laws. Without limiting If any Proceeding is initiated before or after Closing by an Antitrust Authority that questions the generality validity or legality of Section 10.1 and Section 10.3the transactions contemplated hereby or the ownership, to control, operation or use of the extent required assets or businesses of Seller by Buyer or any Affiliate of Buyer under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect or the applicability of the HSR Act to the transactions contemplated hereby as hereby, Buyer agrees to use commercially reasonable efforts and to take any and all steps necessary to resolve promptly as practicable, any investigation and to supply as promptly as reasonably practicable avoid or eliminate each and every impediment under any additional information and documentary material Antitrust Laws that may be reasonably requested pursuant to asserted by any Antitrust Authority or any other party under any Antitrust Laws and to take all other actions reasonably necessary, proper resolve promptly any objection by any Antitrust Authority or advisable to cause the expiration or termination of the applicable waiting periods third party under any Antitrust Laws as soon as practicableand, including by requesting early termination of if applicable to enable the waiting period provided for under the Antitrust Laws. Each party parties hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for close the transactions contemplated by this Agreement under as promptly as possible but in no event later than the Outside Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of any Antitrust Lawof its assets, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto properties or businesses or of the assets, properties or businesses to be acquired or owned or controlled by Buyer or its Affiliates as are reasonably necessary to be divested in connection with any filing or submission and in connection with order to terminate any investigation prior to the Outside Date and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order prior to the Outside Date or other inquiryorder in any Proceeding, including any proceeding initiated by a private Person; (ii) keep which would otherwise have the other parties reasonably informed effect of any communication received by such party materially delaying or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any preventing the consummation of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to. In addition, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto Buyer shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any Orders (whether temporary, preliminary or permanent) that would prevent the filing consummation of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated herebyhereby by the Outside Date. Seller shall, articulating at Buyer’s cost and expense, take commercially reasonable efforts to provide to Buyer information and documentary material as reasonably requested by Buyer in connection with the foregoing. In the event any regulatory Proceedings are initiated prior to the Closing, Buyer and Seller (at Buyer’s cost and expense) shall provide to each other with: (i) prior notice of and an opportunity to participate in all meetings, discussions and communications with an Antitrust Authority in connection with the transactions; (ii) advance notice and an opportunity to reasonably comment (without causing any undue burden or competitive argumenthardship) on all submissions, and/or responding memoranda, presentations and white papers submitted to requests or objections made by an Antitrust Authority in connection with the transactions; and (iii) notice regarding and keep each other informed regarding any Governmental material communications with an Antitrust Authority.

Antitrust Laws. Without limiting (a) Each of the generality of Section 10.1 Parties shall (and Section 10.3shall cause its respective Affiliates to) use all commercially reasonable efforts to take, or cause to the extent required under any Laws that are designed to prohibitbe taken, restrict or regulate all appropriate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take make, or cause to be made, all other actions reasonably filings necessary, proper or advisable under any Antitrust Law to cause consummate and make effective the expiration or termination of the applicable waiting periods transactions contemplated by this Agreement and to respond to any government requests for information under any Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust LawsLaw. Each party hereto shallParty will, in connection within ten Business Days after the date hereof, file (or cause its appropriate Affiliate to file) with its efforts to obtain all requisite approvals the appropriate Governmental Authorities the notification and authorizations report form required for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to any Antitrust Law, which filing will include a request for early termination of any applicable waiting period. Each Party will use all commercially reasonable efforts to cooperate with one another in making the filings and submissions referred to above, and each Party will furnish, or cause to be furnished, to the other any necessary information and reasonable assistance as the other Party may request in connection with their preparation of any filing or submission that is necessary or advisable under any Antitrust Law, . Such notification and report form and all such supplemental information filed or submitted by such Party (or such Affiliate) will be in substantial compliance with the requirements of the relevant Antitrust Law. Each Party will use its all commercially reasonable efforts to: to resolve such objections, if any, as the Federal Trade Commission (ithe “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) cooperate in all respects or any other Person may assert under any relevant Antitrust Law with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of respect to the transactions contemplated by this Agreement; (iii) permit a Representative of . Each Party will keep the other Parties and their respective outside counsel to review any communication given by it toParty reasonably informed, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by applicable Laws, of the status of any communications with, and inquiries or requests for additional information from, any Governmental Authority in connection with the matters contemplated by this Section 5.3(a), and will use all commercially reasonable efforts to comply (and, if applicable, cause the compliance by its appropriate Affiliates) promptly with any such inquiry or request and to defend against any action of any Governmental Authority or other PersonPerson that attempts to enjoin the transactions contemplated by this Agreement. Each Party will, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferenceswill cause its Affiliates to, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use all commercially reasonable efforts to cooperate in cause the filing expiration or early termination of the waiting period under any applicable Antitrust Law. The costs of any memoranda, white papers, filings, correspondence filing fees required in connection with any filing made under any Antitrust Law shall be borne equally between Buyer and Seller. (b) In the event that the FTC or other written communications explaining or defending the DOJ issues a Request for Additional Information and Documentary Material under the HSR Act (a “Second Request”) in relation to the transactions contemplated herebyby this Agreement, articulating each of the Parties shall use all commercially reasonable efforts to limit the scope of such Second Request, certify substantial compliance with such Second Request and otherwise respond to and seek to resolve any regulatory requests for information, documents, data or competitive argument, and/or responding to requests or objections testimony made by the FTC or the DOJ under the HSR Act. (c) The Parties shall not take any action with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any Governmental AuthorityAuthority under any Antitrust Law or the expiration or early termination of any required waiting period thereunder.

Antitrust Laws. (a) Parent and the Company shall ------------- -------------- together discuss and formulate the approach to be taken with respect to Antitrust Authorities; provided, however, that Parent shall have the right to -------- ------- determine the overall strategy with respect to any filings, submissions of information or documentary materials to, proceedings or negotiations with, or any other discussions, meetings, consultations, conversations or interactions with (collectively, "Contacts"), any Antitrust Authority. Without limiting the -------- generality of Section 10.1 the foregoing, but subject to the immediately succeeding sentence, prior to any Contacts with any Antitrust Authority by Parent or any of its Subsidiaries or by the Company or any of its Subsidiaries, Parent and Section 10.3the Company shall each have the right to (i) in the case of filings, submissions of information or documentary materials, review such Contacts prepared by the other party and comment with respect thereto and the other party shall be required to incorporate into such Contacts all reasonable comments of Parent or the Company, as the case may be, and (ii) discuss prior to any Contacts the appropriate approach to be taken with respect thereto. As part of its overall strategy, Parent shall determine the timing of any Contacts with any Antitrust Authority and Parent shall be entitled to act as the spokesperson in connection therewith; provided that, to the extent required under permitted by such Governmental Authority, Parent -------- shall afford the Company a reasonable opportunity to participate in any Laws such Contacts; provided further, that are designed to prohibit, restrict or regulate actions having the purpose or effect Company shall not initiate any material -------- ------ Contacts with any Antitrust Authority regarding any of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby without Parent's prior consent, it being understood that the Company may respond to any such Contacts or requests for Contacts which are initiated by any Antitrust Authority, or as promptly as practicable, otherwise required by applicable Law. The parties hereto agree to supply as promptly as reasonably practicable provide to each other copies of all correspondence between it (or its advisors) and any additional information and documentary material that may be reasonably requested pursuant Antitrust Authority relating to Antitrust Laws and to take all other actions reasonably necessary, proper this Agreement or advisable to cause the expiration or termination any of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. matters described in this Section 7.09. (b) Each party hereto shall, in connection with shall use its best efforts to obtain all requisite approvals and authorizations for resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, use its commercially reasonable efforts to: "best efforts" shall include, without limitation: (i) cooperate in all respects the case of each of Parent and the Company: (1) promptly filing with each other party hereto or its Affiliates in connection with any filing or submission the appropriate Antitrust Authorities a Notification and in connection with any investigation Report Form or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection applicable notification with any proceeding by a private Person, in each case regarding any of respect to the transactions contemplated by this Agreement; (2) if Parent or the Company receives a formal request for information and documents from an Antitrust Authority, substantially complying with such formal request at the earliest practicable date following the date of its receipt thereof; and (iii3) permit a Representative of opposing vigorously any litigation relating to the Offer, the Merger or the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating including, without limitation, promptly appealing any regulatory adverse court Order. (ii) in the case of Parent only, negotiating with respect to, and accepting at such time as permits consummation of the Offer no later than the Termination Date, a consent decree with an Antitrust Authority requiring any of Parent, Merger Sub or competitive argumentthe Company to agree or commit to divest, and/or responding hold separate or offer for sale any assets (tangible or intangible) or any business interest of it or any of its Subsidiaries (including, without limitation, the Surviving Corporation after consummation of the Merger) as are necessary to requests permit Parent and Merger Sub to otherwise fully consummate the Offer and the Merger (a "Consent ------- Decree"); provided, that nothing in this Agreement shall require Parent or objections made by ------ -------- any Governmental Authorityof its Subsidiaries to comply with or accept any Consent Decree which, if complied with, would, in Parent's reasonable judgment, be expected to have a material adverse effect on the business, results of operations or financial condition of Parent, the Company and their Subsidiaries, taken as a whole, after giving effect to the Offer and the Merger.

Antitrust Laws. Without limiting (a) Parent and Merger Sub shall: (i) as promptly as practicable but in no event later than the generality tenth (10th) business day following the date hereof, take all actions necessary to file or cause to be filed the filings required of Section 10.1 and Section 10.3, to the extent required it or any of its Affiliates under any applicable Antitrust Laws that are designed in connection with this Agreement and the transactions contemplated hereby; (ii) take all actions necessary to prohibitobtain the required consents from Antitrust Authorities, restrict including the expiration or regulate actions having termination of any waiting period under the purpose or effect of monopolization or restraint of trade HSR Act and/or clearance under any other Antitrust Law (the “Required Antitrust LawsConsents”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, and in any event prior to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination later of the applicable waiting periods under Antitrust Laws as soon as practicableEnd Date and the Extended End Date, including by requesting early termination of if applicable; provided, however, that any such action shall be conditioned on the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any consummation of the transactions contemplated by this Agreement; (iii) permit a Representative at the earliest practicable date comply with (and properly reduce the scope of) any formal request or any reasonable informal request, in each case, for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority; and (iv) subject to applicable Law, consult and cooperate with the Company, and consider in good faith the views of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority orCompany, in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private Personor on behalf of any party in connection with proceedings under or relating to any Antitrust Laws. The Company shall (x) as promptly as practicable but in no event later than the tenth (10th) business day following the date hereof, take all actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; and (y) at the earliest practicable date comply with (and properly reduce the scope of) any formal request or any reasonable informal request, in each case, for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (z) subject to applicable Law, consult and cooperate with Parent, and consider in good faith the views of Parent, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to any Antitrust Laws. Each of Parent, Merger Sub, the Stockholders’ Representatives and the Company will promptly notify the other Personparties hereto of any written communication made to or received by it from any Antitrust Authority regarding any of the transactions contemplated hereby, and, subject to applicable Law, if practicable, permit the other parties hereto to review in advance any proposed written communication to any such Antitrust Authority and incorporate the other parties’ reasonable comments, not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other parties hereto in advance and, to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties parties the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, furnish the other parties hereto shall keep with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby. Notwithstanding anything to the contrary, articulating the parties agree that, except as otherwise provided by Law, any regulatory and all proceedings, hearings and other dealings with Governmental Entities relating to antitrust matters shall be led by Parent and its Representatives; provided, that Parent may make all final strategic decisions after consulting in good faith with the Company. (b) Parent shall be responsible for the payment of all filing fees under the HSR Act. (c) Parent shall not, and shall cause its Affiliates not to, directly or competitive argumentindirectly, and/or responding acquire or agree to requests acquire: (i) any behavioral health care business, corporation, partnership, association or objections made other behavioral health care business organization or division thereof, or otherwise acquire or agree to acquire a substantial portion of the assets of the foregoing or any behavioral health care facility; or (ii) by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, any business or any corporation, partnership, association or other business organization or division thereof, or any other assets, if, in the case of clause (i) or (ii), the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger, consolidation or purchase could reasonably be expected to: (1) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period; (2) increase the risk of any Governmental Entity entering an Order prohibiting the consummation of the transactions contemplated hereby; (3) increase the risk of not being able to remove any such Order on appeal or otherwise; or (4) delay or prevent the consummation of the transactions contemplated hereby. For the avoidance of doubt, Parent and its Affiliates shall not enter into a definitive agreement or consummate such acquisition, merger, consolidation or purchase of any behavioral health care business, facility, corporation, partnership, association, organization, or division thereof, or the substantial portion of the assets of the foregoing, that is within the same broadly defined relevant geographic and product markets in which the Company or any of the Company Subsidiaries operates. (d) Parent shall take all actions requested by any Governmental Antitrust Authority, or necessary to resolve any objections that may be asserted by any Antitrust Authority with respect to the transactions contemplated by this Agreement under any Antitrust Law; provided, however, that any such action (including those set forth in clauses (i) and (ii) below) shall be conditioned on the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Parent shall: (i) at Parent’s sole cost, comply with all restrictions and conditions, if any, imposed or requested by any Antitrust Authority with respect to Antitrust Laws in connection with any Required Antitrust Consents including (1) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Parent, its Affiliates, the Company or any Company Subsidiary contemporaneously with or after the Closing and regardless as to whether a third party purchaser has been identified or approved prior to the Closing (a “Divestiture”), (2) taking or committing to take such other actions that may limit Parent, its Affiliates, the Company or any Company Subsidiary’s freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, products lines, customers or assets, and (3) entering into any Order, consent decree or other agreement to effectuate any of the foregoing; (ii) terminate any Contract or other business relationship as may be required to obtain any Required Antitrust Consents; (iii) not withdraw and/or refile any HSR submission, extend any waiting period or enter into any agreement or understanding with any Antitrust Authority without consulting and obtaining written consent from the Company, such consent not to be unreasonably withheld, conditioned or delayed; and (iv) oppose fully and vigorously any request for, the entry of, and seek to have vacated or terminated, any Order, judgment, decree, injunction or ruling of any Antitrust Authority that could restrain, prevent or delay the Closing, including by defending through litigation, any action asserted by any Person in any court or before any Antitrust Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or Order by any Antitrust Authority, or, if requested by the Company, Parent shall commence or threaten to commence and pursue vigorously any action the Company believes to be helpful in obtaining any necessary clearance of any Antitrust Authority or obtaining termination of any applicable waiting period under any Antitrust Laws, or in terminating any outstanding action, it being understood that the costs and expenses of all such actions shall be borne by Parent. (e) In furtherance of the foregoing, Parent shall negotiate in good faith with any applicable Antitrust Authorities and any necessary third parties in connection with a Divestiture or any other matter referred to in Section 5.6(d) in order to enter into definitive agreements with all such Persons as promptly as practicable.

Antitrust Laws. Without limiting the generality of Section 10.1 (a) The Parties shall use their commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“approvals from all Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicableAuthorities, in each caseconnection with the Required Regulatory Approval, at such party’s sole cost and expensemake, with respect or cause to be made, all filings required by Law to be made to consummate the transactions contemplated hereby that may be or become necessary for its execution and delivery of this Agreement and the performance of each Party’s obligations pursuant to this Agreement as promptly as reasonably practicable, and in any event prior to supply the End Date. Purchasers and where applicable, Seller shall, as promptly as practicable but in no event later than the tenth (10th) Business Day following the date hereof, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act in connection with this Agreement and the transactions contemplated hereby, and such initial filings from Purchasers and Seller shall request early termination of any applicable waiting period under the HSR Act. (b) Subject to applicable Law, each Party shall: (i) furnish to the other Party as promptly as reasonably practicable all information required for any application or other filing to be made by the other Party pursuant to any applicable Antitrust Law in connection with the transactions contemplated by this Agreement; (ii) at the earliest reasonably practicable date respond to and comply with (or properly reduce the scope of) any formal or informal request for additional information and or documentary material that may be reasonably requested pursuant received by it or any of its Affiliates from any Antitrust Authority; and (iii) consult and cooperate with the other Party, and permit the other Party (and its counsel) to Antitrust Laws review in advance and to take all other actions reasonably necessary, proper or advisable to cause consider in good faith the expiration or termination views of the applicable waiting periods other Party, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other communications made or submitted by or on behalf of any Party in connection with proceedings under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the or relating to any Antitrust Laws. Each party hereto shallof the Parties will promptly notify the other Party of any written or other material or substantive communication made to or received by such Party from any Antitrust Authority regarding any of the transactions contemplated hereby. Neither Party will participate in any substantive meeting, telephone call, or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend and participate thereat, and each Party will furnish the other Party with copies of all correspondence, filings and attachments thereto (including Item 4(c) and Item 4(d) documents in connection with the HSR Act filing) and written communications between them and their Affiliates and their respective Representatives on one hand and any such Antitrust Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby; provided, however, that the Parties may, as each deems advisable and necessary, reasonably designate competitively sensitive material provided under this Section 5.4 as “outside counsel only material” and may redact materials to remove references concerning the valuation of the Conveyed Entities or privileged communications. (c) In furtherance and not in limitation of the foregoing, the Parties shall use commercially reasonable efforts to obtain take any and all requisite approvals and authorizations for actions necessary to resolve, avoid, or eliminate any impediments or objections that may be asserted by any Antitrust Authority with respect to the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing avoid the entry of, effect the dissolution of and have vacated, lifted, reversed or submission and in connection with any investigation or other inquiryoverturned, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives fromlitigating to vacate, lift, reverse, or given by such party or its Representatives tooverturn, any Governmental Authority and of any communication received decree, order or given in connection with any proceeding by a private Personjudgment that would prevent, in each case regarding any prohibit, restrict or delay the consummation of the transactions contemplated by this AgreementAgreement so as to enable the Parties hereto to close the transactions contemplated by this Agreement expeditiously (but in no event after the End Date); provided, nothing within this Agreement shall require Purchasers to divest, hold separate, take or agree to take any action or agree to any limitations on its freedom of action in order to resolve, avoid, or eliminate any impediments or objections that may be asserted by any Antitrust Authority. (d) The Parties acknowledge that subject to this Section 5.4 and Purchasers’ obligation to consult in advance with and consider in good faith all comments and advice of Seller and the Selling Subsidiaries, Purchasers shall control and direct, and Seller, the Selling Subsidiaries and the Conveyed Entities will cooperate, subject to applicable Law, with such direction and control, regarding the filings, strategies, process, negotiation of settlements (if any), and related proceedings contemplated by this Section 5.4, including for the avoidance of doubt the marketing or sale of any of the assets of the Business (provided that Seller, the Selling Subsidiaries and their Affiliates shall be under no obligation to divest, hold separate, take or agree to take any action or agree to any limitations on the freedom of action of any aspect of the Business, the Conveyed Entities or the Purchased Assets unless the effectiveness of such action is conditioned upon the consummation of the Closing). (e) From the date of this Agreement through the date (i) of termination of the required waiting periods under all applicable Antitrust Laws; (ii) all approvals under applicable Antitrust Laws are obtained; and (iii) permit the consents required pursuant to Section 5.4(a) are obtained, neither Purchasers, Seller, any Selling Subsidiary nor any of their Affiliates shall take any action, including acquiring or agreeing to acquire, by merging with or into or consolidating with, or by purchasing a Representative substantial portion of the assets of or equity in, or by any other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference withmanner, any Governmental Authority orbusiness or any corporation, in connection with any proceeding by a private Personpartnership, with any other Person, and to the extent permitted by such Governmental Authority association or other Personbusiness organization or division thereof, give a Representative or Representatives otherwise acquiring or agreeing to acquire any assets, that could reasonably be expected to hinder or delay, as applicable, the obtaining of clearance or the expiration of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferencesrequired waiting periods under all applicable Antitrust Laws, the other parties hereto shall keep obtaining of the approvals required under such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts applicable Antitrust Laws or the obtaining of the consents required pursuant to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental AuthoritySection 5.4(a).

Antitrust Laws. Without limiting (a) Each party shall use commercially reasonable efforts to obtain as promptly as practicable after the generality date hereof the authorizations, consents, orders, approvals, actions or non-actions necessary for its execution and delivery of, and the performance of Section 10.1 its obligations pursuant to, this Agreement, and Section 10.3, to for the extent required under any Laws that are designed to prohibit, restrict or regulate actions having consummation of the purpose or effect Combination-Related Transactions. In furtherance and not in limitation of monopolization or restraint of trade (“Antitrust Laws”)the foregoing, each party hereto agrees shall: (i) use commercially reasonable efforts to make any required filing or application under Antitrust Lawsachieve compliance with, as applicableand make, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicablepracticable after the date hereof, all filings required by all other applicable Antitrust Laws; (ii) use commercially reasonable efforts to supply submit as promptly as reasonably practicable any all additional information and documentary material that may be documents reasonably requested pursuant to by a Governmental Authority under any applicable Antitrust Laws Law; and (iii) not take or fail to take all other any action when such action or failure to act reasonably could be expected to have the effect of materially delaying, impairing or impeding the authorizations, consents, orders, approvals, actions reasonably necessaryor non-actions of a Governmental Authority necessary for the execution, proper or advisable to cause delivery and performance of this Agreement, and for the expiration or termination consummation of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Combination-Related Transactions. (b) Each party hereto shall, in connection with its the efforts to obtain all requisite approvals referenced in Sections 4.6 and authorizations for the transactions contemplated by this Agreement under any Antitrust Law4.7, use its commercially reasonable efforts to: efforts, to the extent permitted by law and subject to appropriate confidentiality protections, to (i) cooperate in all respects with each other, including without limitation by supplying to each other party hereto or its Affiliates all reasonably necessary information and documents, in connection with any filing filing, submission, or submission and in connection with any investigation or other inquiryinquiry with respect to Antitrust Laws, including any proceeding initiated by a private Person; party, (ii) keep the other parties reasonably party timely informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given and, in connection with any proceeding by a private Personparty, of any communication received from or given to such party, in each case regarding any of the transactions contemplated by this Agreement; Combination-Related Transactions, (iii) permit a Representative of the other Parties and their respective outside counsel parties to review in advance any communication given by from it to, and consult with each other in advance of any meeting or conference with, to any Governmental Authority or, in connection with any proceeding by a private Personparty, to such party, and (iv) consult with the other parties in advance of any meeting or conference with any Governmental Authority or, in connection with any proceeding by a private party, with any other Personsuch party and, and to the extent permitted by such any applicable Governmental Authority or other Person, give a Representative or Representatives of the other Parties parties the opportunity to attend and participate in such meetings and conferences; . (ivc) In furtherance and not in limitation of the event a Representative of a party hereto is prohibited from participating covenants contained in or attending Sections 4.8(a) and 4.8(b), if any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised objections are asserted with respect thereto; and to the Combination-Related Transactions under any Antitrust Law or if any claim, action, suit, proceeding or investigation is instituted, or threatened to be instituted, by any applicable Governmental Authority or private party, challenging the Combination-Related Transactions as violative of any Antitrust Law, or which would otherwise prohibit or materially impair or materially delay the consummation of the Combination-Related Transactions (v) an “Antitrust Challenge”), each party shall use commercially reasonable efforts to cooperate resolve all such Antitrust Challenges so as to permit the consummation of the Combination-Related Transactions. Notwithstanding anything to the contrary in this Agreement (including pursuant to the filing immediately preceding sentence), nothing in this Agreement obligates AsiaInfo or Linkage (i) to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, Linkage (or any memorandaof the businesses, white papersproduct lines or assets of Linkage or its Affiliates), filingsAsiaInfo (or any of the businesses, correspondence product lines or other written communications explaining assets of AsiaInfo or defending its Affiliates); (ii) to alter or restrict materially business or commercial practices, or any of its respective Affiliates. Notwithstanding anything to the transactions contemplated herebycontrary in this Agreement (including pursuant to the immediately preceding sentence), articulating nothing in this Agreement obligates AsiaInfo, Linkage or the Key Linkage Shareholders (i) to change or agree to change the proposed structure of the Combination-Related Transactions (unless such change would cause such Antitrust Challenge to be vacated, lifted, reversed or overturned in a manner that preserves the intended benefits of the Combination-Related Transactions) or (ii) to agree to modify (A) the amount or kind of Consideration to be received by Linkage as provided in this Agreement or (B) any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityof the material terms of this Agreement.

Antitrust Laws. Without limiting (a) Purchaser shall: (i) as promptly as practicable but in no event later than the generality fifteenth (15th) day following the date hereof, take all actions necessary to file or cause to be filed the filings required of Section 10.1 and Section 10.3, to the extent required it or any of its Affiliates under any applicable Antitrust Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost connection with this Agreement and expense, with respect to the transactions contemplated hereby hereby; (ii) use its best efforts to obtain the required consents from Antitrust Authorities, including antitrust clearance under the HSR Act and under any other applicable Antitrust Law, as promptly as practicable, and in any event prior to supply the End Date; (iii) at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority; and (iv) consult and cooperate with Seller, and consider in good faith the views of Seller, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Antitrust Laws. Purchaser shall not communicate with any Antitrust Authority, whether orally or in writing, without notifying Seller. Seller shall (x) as promptly as reasonably practicable but in no event later than the fifteenth (15th) day following the date hereof, take all actions necessary to file or cause to be filed the filings required of it or any additional information and documentary material that may be reasonably requested pursuant to of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; and (y) consult and cooperate with Purchaser, and consider in good faith the views of Purchaser, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to take any Antitrust Laws. Each of the Parties will promptly notify the other Party of any written communication made to or received by such Party from any Antitrust Authority regarding any of the transactions contemplated hereby. Neither Party will participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend, and furnish the other Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such Antitrust Authority or its respective staff on the other actions hand, with respect to this Agreement and the transactions contemplated hereby. (b) Each Party shall be responsible for the fees, costs and expenses it incurs in connection with making such filings under the Antitrust Laws. (c) Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably necessarybe expected to: (i) impose any delay in the obtaining of, proper or advisable increase the risk of not obtaining, any consents of any Governmental Authority necessary to cause consummate the transactions contemplated hereby or the expiration or termination of the any applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination period; (ii) increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the waiting period provided for under transactions contemplated hereby; (iii) increase the Antitrust Laws. risk of not being able to remove any such Order on appeal or otherwise; or (iv) delay or prevent the consummation of the transactions contemplated hereby. (d) Each party hereto shall, in connection with Party shall use its reasonable best efforts to obtain take all requisite approvals and authorizations for actions requested by any Antitrust Authority, or reasonably necessary to resolve any objections that may be asserted by any Antitrust Authority, with respect to the transactions contemplated by this Agreement under any Antitrust Law. (e) Neither Purchaser nor any of its Affiliates shall be required to (x) sell, use divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, the Business, the Purchased Assets, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Purchaser, its commercially reasonable efforts Affiliates, or any Conveyed Company, (y) take or commit to take such other actions that may limit Purchaser, its Affiliates, or any Conveyed Company’s freedom of action with respect to: (i) cooperate in all respects with each other party hereto , or its Affiliates in connection with ability to retain, one or more of its operations, divisions, businesses, product lines, customers or assets, or (z) enter into any filing or submission and in connection with any investigation Order, consent decree or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding agreement to effectuate any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityforegoing.

Antitrust Laws. (a) Each party hereto shall (i) take promptly all actions necessary to make the filings required of it or any of its affiliates under any applicable Antitrust Law (as defined below) in connection with this Agreement and the transactions contemplated hereby (including, without limitation, filing with the appropriate Antitrust Authorities at the earliest practicable date the Notification and Report Form required under the HSR Act), (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its affiliates from any Antitrust Authority, and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" with respect to Section 10.1 5.15 shall include, without limitation: (i) in the case of each of Parent and Section 10.3the Company: (A) if Parent or the Company receives a request for additional information and documentary materials (or similar requests) from an Antitrust Authority, substantially complying with such formal request at the earliest practicable date following the date of its receipt thereof or taking other actions in response to such request as decided by Parent; and (B) opposing vigorously any litigation relating to the extent required under Merger or the transactions contemplated hereby, including, without limitation, promptly appealing any adverse court order or taking other actions in response to such litigation as decided by Parent; and (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the transactions contemplated hereby. (d) For purposes of this Agreement, (i) "Antitrust Authorities" means the Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States, and the antitrust authorities of any Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "Antitrust Law" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authoritytrade.

Antitrust Laws. (a) Parent and the Company shall ------------ -------------- together discuss and formulate the approach to be taken with respect to Antitrust Authorities; provided, however, that Parent shall have the right to -------- ------- determine the overall strategy with respect to any filings, submissions of information or documentary materials to, proceedings or negotiations with, or any other discussions, meetings, consultations, conversations or interactions with (collectively, "Contacts"), any Antitrust Authority. Without limiting the -------- generality of the foregoing, but subject to the immediately succeeding sentence, prior to any Contacts with any Antitrust Authority by Parent or any of its Subsidiaries or by the Company or any of its Subsidiaries, Parent and the Company shall each have the right to (i) in the case of filings, submissions of information or documentary materials, review such Contacts prepared by the other party and comment with respect thereto and the other party shall be required to incorporate into such Contacts all reasonable comments of Parent or the Company, as the case may be, and (ii) discuss prior to any Contacts the appropriate approach to be taken with respect thereto. As part of its overall strategy, Parent shall determine the timing of any Contacts with any Antitrust Authority and Parent shall be entitled to act as the spokesperson in connection therewith; provided that, to the extent permitted by such Governmental Authority, Parent -------- shall afford the Company a reasonable opportunity to participate in any such Contacts; provided further, that the Company shall not initiate any material -------- ------- Contacts with any Antitrust Authority or any other Governmental Authority regarding any of the transactions contemplated hereby without Parent's prior consent, it being understood that the Company may respond to any such Contacts or requests for Contacts which are initiated by any Antitrust Authority or any Governmental Authority, or as otherwise required by applicable Law. The parties hereto agree to provide to each other copies of all correspondence between it (or its advisors) and any Antitrust Authority relating to this Agreement or any of the matters described in this Section 7.09. (b) Each party hereto shall use its best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of Section 10.1 the foregoing, "best efforts" shall include, without limitation: (i) in the case of each of Parent and Section 10.3, the Company: (1) promptly filing with the appropriate Antitrust Authorities a Notification and Report Form or other applicable notification with respect to the extent required under transactions contemplated by this Agreement; (2) if Parent or the Company receives a formal request for information and documents from an Antitrust Authority, substantially complying with such formal request at the earliest practicable date following the date of its receipt thereof; and (3) opposing vigorously any litigation relating to the Offer, the Merger or the other transactions contemplated hereby, including, without limitation, promptly appealing any adverse court Order. (ii) in the case of Parent only, negotiating with respect to, and accepting at such time as permits consummation of the Offer no later than the Termination Date, a consent decree with an Antitrust Authority requiring any of Parent, Merger Sub or the Company to agree or commit to divest, hold separate or offer for sale any assets (tangible or intangible) or any business interest of it or any of its Subsidiaries (including, without limitation, the Surviving Corporation after consummation of the Merger) as are necessary to permit Parent and Merger Sub to otherwise fully consummate the Offer and the Merger (a "Consent Decree"); provided, that -------------- -------- nothing in this Agreement shall require Parent or any of its Subsidiaries to comply with or accept any Consent Decree which, if complied with, would, in Parent's reasonable judgment, be expected to have a material adverse effect on the business, results of operations or financial condition of Parent, the Company and their Subsidiaries, taken as a whole, after giving effect to the Offer and the Merger. For purposes of this Agreement, (i) "Antitrust Authorities" means the --------------------- Federal Trade Commission, the Antitrust Division of the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "Antitrust --------- Law" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR --- Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authoritytrade.

Antitrust Laws. Without limiting (a) Purchaser and Seller shall as promptly as practicable take all actions necessary to file or cause to be filed the generality filings required of Section 10.1 and Section 10.3, to the extent required them or any of their Affiliates under any applicable Antitrust Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost connection with this Agreement and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information including filing with the United States Federal Trade Commission (the “FTC”) and documentary material that may be reasonably requested pursuant to Antitrust Laws the United States Department of Justice (the “DOJ”) no later than twenty (20) Business Days following the date hereof the notification and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations report forms required for the transactions contemplated by this Agreement under and any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate supplemental information requested in all respects connection therewith pursuant to the HSR Act. Any such notification and report forms and supplemental information will be in substantial compliance with the requirements of the HSR Act. Seller and Purchaser shall furnish to each other party hereto or its Affiliates such necessary information and reasonable assistance as the other may request, in connection with its preparation of any filing or submission that is necessary under the HSR Act. Seller and in connection Purchaser shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from the FTC and the DOJ and shall comply promptly with any investigation such inquiry or other inquiry, including request. Seller and Purchaser will use their respective reasonable best efforts to obtain any proceeding initiated by a private Person; (ii) keep clearance required under the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of HSR Act for the transactions contemplated by this Agreement, and to request early termination under the HSR Act. (b) Purchaser shall be responsible for the payment of all filing fees under any Antitrust Laws. Each Party shall be responsible for the fees and costs that it incurs in connection with making such filings under the Antitrust Laws. (c) Notwithstanding anything in this Agreement to the contrary, neither Purchaser nor any of its Affiliates shall be required to: (i) agree to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, the Business, the Purchased Assets, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Purchaser, its Affiliates, or any Conveyed Entity (a “Divestiture”); (ii) take or commit to take such other actions that may limit Purchaser, its Affiliates, or any Conveyed Entity’s freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, product lines, customers or assets; (iii) permit a Representative of the other Parties and their respective outside counsel to review terminate any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority Contract or other Person, give a Representative business relationship; or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending enter into any meetings or conferencesOrder, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence consent decree or other written communications explaining or defending agreement to effectuate any of the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityforegoing.

Antitrust Laws. Without limiting (a) Buyer shall and Seller shall cause the generality Company to (i) make all filings required of Section 10.1 each of them under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within twenty (20) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and Section 10.3within ten (10) Business Days in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them from the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice or any other Governmental Entity in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division of the Department of Justice or other Governmental Entity under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or any such transaction. No party hereto shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent required permitted by such Governmental Entity, the opportunity to attend and participate. Subject to Applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Seller and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.11 as “outside counsel only” or “counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Seller or Buyer, as the case may be). All filing fees and charges payable to any Governmental Entity in connection with filings under the HSR Act or other Antitrust Laws shall be borne equally by Seller and Buyer. (b) Each of Buyer and Seller shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, each party hereto agrees if any Proceeding is instituted (or threatened to make be instituted) challenging any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions transaction contemplated by this Agreement under as in violation of any Antitrust Law, Seller and Buyer shall use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto to contest and resist any such Proceeding, and to have vacated, lifted, reversed, or its Affiliates in connection with overturned any filing or submission and in connection with any investigation decree, judgment, injunction or other inquiryorder whether temporary, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party preliminary or its Representatives frompermanent, that is in effect and that prohibits, prevents, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any restricts consummation of the transactions contemplated by this Agreement; (iii) permit a Representative , including by pursuing all available avenues of the other Parties administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Buyer and Seller decide that litigation is not in their respective outside counsel to review any communication given by it to, best interests. Each of Buyer and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto Seller shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in take such action as may be required to cause the filing expiration of any memoranda, white papers, filings, correspondence the notice periods under the HSR Act or other written communications explaining Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates shall be required (i) to hold separate (including by trust or defending otherwise) or divest any of their respective businesses, product lines or assets, (ii) to agree to any limitation on the transactions contemplated hereby, articulating operation or conduct of their respective businesses or (iii) to waive any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityof the conditions set forth in Article V of this Agreement.

Antitrust Laws. Without limiting (a) Each Party shall (i) take promptly all actions necessary to make the generality filings required of Section 10.1 it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and Section 10.3the transactions contemplated hereby, to including, filing the extent Notification and Report Form required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, HSR Act with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Merger with the Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination Division of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting Department of Justice and the Federal Trade Commission no later than the second (2nd) Business Day following the date hereof and the Parties shall request early termination of the waiting period provided for under the HSR Act in their respective notification and report forms, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or its Affiliates from any Antitrust Laws. Each party hereto shall, Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Parent shall be responsible for the payment of all filing fees under any applicable Antitrust Laws. (c) Each Party shall use its commercially reasonable efforts (which shall include litigation) to obtain all requisite approvals and authorizations for resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, use its in the context of this Section 5.7, “commercially reasonable efforts to: efforts” shall include: (i) cooperate in all respects the case of each of Parent and the Company, if Parent and/or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request as soon as reasonably practicable, and promptly upon any filing, Parent or the Company, as the case may be, shall provide the other Party a complete copy of any filing with any Antitrust Authority (subject to redaction of any material not reasonably needed by the other Party or disclosure of which is prohibited by Antitrust Laws) and each of Parent and the Company shall promptly respond to any request from the other party hereto for information or its Affiliates documentation reasonably requested by the other Party in connection with any filing or submission the development and in connection implementation of a strategy and negotiating positions with any investigation Antitrust Authorities; provided that access to any such filing, information or documentation will, at such Party’s request, be restricted to such other inquiryparties, including any proceeding initiated outside counsel and economists or advisers retained by a private Person; such counsel; (ii) keep in the other parties reasonably informed case of the Company only, subject to Parent’s compliance with clause (i) above, not frustrating or impeding Parent’s strategy or negotiating positions with any communication received by such party or Antitrust Authority; (iii) in the case of Parent only, at its Representatives fromsole cost, or given by such party or its Representatives to, in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority and of any communication received seeking to restrain, enjoin or given in connection with any proceeding by a private Person, in each case regarding any prohibit the consummation of the transactions contemplated by this Agreement, using its commercially reasonable efforts to prevent the entry of any order restraining, enjoining or prohibiting such transactions, including by retaining all appropriate expert witnesses and consultants; (iii) permit a Representative provided that the Company shall be permitted to participate in all aspects of the other Parties defense of such proceedings and their respective outside counsel Parent shall use its best efforts to review any communication given by it toprevail in the litigation. Parent shall be responsible for the payment of its own expenses, including legal fees and consult with each other expenses, in advance seeking to prevent the entry of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferencesorder; and (iv) in the event a Representative case of a party hereto is prohibited from participating Parent only, not agreeing with any Antitrust Authority to delay the Closing, and not agreeing to provide advance notice of the Closing, to any Antitrust Authority, in or attending any meetings or conferenceseach case, without the consent of the Company, which consent shall not be unreasonably withheld. (d) Each Party shall promptly inform the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing Parties of any memorandamaterial communication made to, white papersor received by such Party from, filings, correspondence any Antitrust Authority or any other written communications explaining Governmental or defending Regulatory Authority regarding any of the transactions contemplated hereby. (e) Parent shall be responsible for the payment of the Company’s expenses incurred after the date hereof in connection with obtaining the approval of any Antitrust Authority, articulating including legal fees and expenses, in substantially complying with any regulatory formal request for additional information or competitive argument, and/or responding documentary material from any Antitrust Authority (including in connection with any “second request” with respect to requests or objections made by obtaining approval of the transactions contemplated hereby under the HSR Act) and in connection with any Governmental Authoritylitigation with respect thereto.

Antitrust Laws. (a) Buyer shall and Seller shall cause the Company to (i) make all filings required of each of them under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within fifteen (15) Business Days after the date of this Agreement in the case of all Notification and Report Form filings required under the HSR Act and, as promptly as reasonably practicable, in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them from the FTC, the Antitrust Division or any other Governmental Entity in respect of such filings or such transactions, and (iii) reasonably cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Entity under any Antitrust Laws with respect to any such filing or any such transaction. Each such Party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement or by the other Transaction Documents. Each such Party shall promptly inform the other Parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or any such transaction. No Party shall participate in any formal or substantive meeting with any Governmental Entity in respect of any such filings, investigations, or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate. Subject to Applicable Law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto relating to Actions under the HSR Act or other Antitrust Laws. Seller and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.11 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Seller or Buyer, as the case may be). (b) Without limiting the generality of the Parties’ undertaking pursuant to Section 10.1 7.11(a), Buyer agrees to use its reasonable best efforts and Section 10.3to take any and all steps necessary to avoid or eliminate each and every impediment or objection, if any, as may be asserted by any Governmental Entity with respect to the extent required transactions contemplated by this Agreement and by the other Transaction Documents under the HSR Act and any Laws other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”), each party hereto agrees ) so as to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect enable the Parties expeditiously to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for close the transactions contemplated by this Agreement under any Antitrust Lawand by the other Transaction Documents as promptly as practicable and in no event later than the Termination Date, use its commercially reasonable efforts to: including (i) cooperate in all respects with each other party hereto proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or its Affiliates in connection with any filing otherwise, the sale, divesture or submission disposition of such assets, properties or businesses of the Buyer, the Company, and in connection with any investigation or other inquiry, including any proceeding initiated by a private Persontheir respective Subsidiaries; (ii) keep otherwise taking or committing to take actions that after the other parties reasonably informed of any communication received by such party Closing Date would limit Buyer’s or its Representatives fromSubsidiaries’ freedom of action with respect to, or given by such party its or its Representatives totheir ability to retain, any Governmental Authority one or more of the businesses, product lines or assets of Buyer, the Company and of any communication received or given in connection with any proceeding by a private Persontheir respective Subsidiaries, in each case regarding as may be required to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order or decision in any suit or proceeding, that would have the effect of materially delaying or preventing the consummation of such transactions. Buyer and, if requested by Buyer, the Company shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to Buyer, or Buyer’s Subsidiaries’, ability to retain any of the businesses, product lines or assets of Buyer, the Company or any of their respective Subsidiaries; provided that any such action is conditioned upon the consummation of the transactions contemplated by hereby. Notwithstanding the foregoing, nothing in this Agreement; Section 7.11(b) or elsewhere in this Agreement will require Buyer to take any action that would reasonably be expected to have a material adverse effect on the assets, Liabilities, business, results of operation, or condition (iiiwhether financial, operational or otherwise) permit a Representative of the Company. (c) From the date hereof, Buyer shall not, nor shall Buyer permit any of its Affiliates (other Parties than with respect to Calpine Corporation and their respective outside counsel to review any communication given by it its Subsidiaries) to, and consult with each other in advance of acquire (or agree to acquire) any meeting assets, property or conference withsecurities if, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority individually or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative aggregate, such acquisition or acquisitions would reasonably be expected to prevent, materially impede, materially interfere with or materially delay the consummation of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting the generality of Section 10.1 9.1 and Section 10.39.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. (a) Each party hereto shall (i) take promptly all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "reasonable best efforts" shall include, without limitation: (i) in the case of each of Parent and the Company: (A) filing with the appropriate Antitrust Authorities at the earliest practicable date a Notification and Report Form or other applicable notification with respect to the transactions contemplated by this Agreement; (B) if Parent or the Company receives a formal request for information and documents from an Antitrust Authority, substantially complying with such formal request at the earliest practicable date following the date of its receipt thereof; and (C) opposing vigorously any litigation relating to the Offer, the Merger or the other transactions contemplated hereby, including, without limitation, promptly appealing any adverse court order; provided, however, that if any order, injunction or decree prohibiting the Offer, the Merger or the other transactions contemplated hereby remains in effect on September 30, 2000, Parent may terminate this Agreement provided it is then entitled to terminate this Agreement pursuant to Section 10.1 9.01(d). (ii) in the case of the Company only, subject to Parent's compliance with clause (i) above, not frustrating or impeding Parent's strategy or negotiating positions with any Antitrust Authority; and (iii) in the case of Parent and Section 10.3Merger Sub only, subject to the Company's compliance with clause (i) above, to accept an order requiring Parent, Merger Sub or the extent required under Company to agree or commit to divest, hold separate, offer for sale, abandon, limit its operations of or take similar action with respect to any assets (tangible or intangible) or any business interest of it or any of their Subsidiaries (including, without limitation, the Surviving Corporation after consummation of the Merger) as are necessary to permit Parent and Merger Sub to otherwise fully consummate the Offer and the Merger (an "ORDER OF DISPOSITION"); provided, however, that nothing in this Agreement shall require Parent or any of its Subsidiaries to comply with or accept Orders of Disposition which, if complied with, could reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the transactions contemplated hereby. (d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, the Antitrust Division, the attorneys general of the several states of the United States, the antitrust authorities of Brazil, Canada, Germany and any other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Competition Act, European Antitrust Laws and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authoritytrade.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply a) Buyer shall: (i) as promptly as reasonably practicable any additional information and documentary material that may but in no event later than the fifth (5th) Business Day following the date hereof, to the extent requested in writing by the Seller Parties or otherwise deemed to be reasonably requested pursuant to Antitrust Laws and to required by Buyer, take all other actions reasonably necessarynecessary to file or cause to be filed any Notification and Report required of it or any of its Affiliates under the HSR Act in connection with this Agreement and the Transaction, proper or advisable to cause the expiration or which Notification and Report shall include a request for early termination of the applicable waiting periods period under the HSR Act; (ii) as promptly as reasonably practicable following the date hereof, take all actions necessary to file or cause to be filed any filings required of it or any of its Affiliates under any other applicable Antitrust Laws as soon as practicablein connection with this Agreement and the Transaction; (iii) use reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities, including by requesting the expiration or early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shallHSR Act, in connection with its efforts to obtain all requisite approvals if applicable, and authorizations for the transactions contemplated by this Agreement under any other Antitrust Law, use its commercially reasonable efforts to: as promptly as reasonably practicable; (iiv) cooperate in all respects at the earliest practicable date comply with each other party hereto any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority; and (v) consult and cooperate with the Seller Parties, and consider in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep good faith the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any views of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority orSeller Parties, in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by a private Personor on behalf of any Party in connection with proceedings under or relating to any Antitrust Laws. The Seller Parties shall (x) as promptly as practicable following the date hereof, take all actions necessary to file or cause to be filed any filings required of it or any of its Affiliates under any other applicable Antitrust Laws in connection with this Agreement and the Transaction (other than under the HSR Act); and (y) consult and cooperate with Buyer, and consider in good faith the views of Buyer, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to any Antitrust Laws. Each of Buyer and the Seller Parties will promptly notify outside counsel for the other Personparties hereto of any written communication made to or received by either Buyer and/or the Seller Parties, as the case may be, from any Antitrust Authority regarding the Transaction, and, subject to applicable Law, if practicable, permit outside counsel for the other parties hereto to review in advance any proposed written communication to any such Antitrust Authority and incorporate the other parties’ reasonable comments, not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with outside counsel for the other parties hereto in advance and, to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives outside counsel for the other Parties the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, furnish outside counsel for the other parties hereto shall keep Parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby. (b) Buyer shall be solely responsible for the payment of all filing fees under the HSR Act and under any such other laws or regulations, articulating including any regulatory or competitive argumentother Antitrust Laws, and/or responding applicable to requests or objections made by any Governmental Authoritythe Transaction.

Antitrust Laws. Without limiting (a) Each of Parent and the generality Company shall: (i) as promptly as practicable, but in no event later than six (6) Business Days from the date hereof, take all actions necessary to file or cause to be filed any filings required of Section 10.1 it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and Section 10.3the transactions contemplated hereby, including the Notification and Report Forms required pursuant to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, HSR Act with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information (it being understood that the Company and documentary material that may be reasonably requested pursuant to Antitrust Laws and Parent shall request early termination in connection therewith); (ii) use reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities; and (iii) at the earliest practicable date, comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of Parent and the Company will (A) promptly notify the other actions reasonably necessaryParties of any substantive written communication made to or received by Parent or the Company, proper or advisable to cause as the expiration or termination case may be, from any Antitrust Authority regarding any of the transactions contemplated hereby, (B) subject to applicable waiting periods under Law, permit the other Parties to review in advance any proposed substantive written communication to any such Antitrust Laws as soon as Authority and incorporate the other Parties’ reasonable comments thereto, (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, including it consults with the other Parties in advance and, to the extent permitted by requesting early termination such Antitrust Authority, gives the other Parties the opportunity to attend, and furnish the other Parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such Antitrust Authority or its respective staff on the waiting period provided for under the Antitrust Laws. Each party hereto shallother hand, in connection each case with respect to this Agreement and the transactions contemplated hereby. Actions under (A), (B) and (C) of this Section may be limited to an outside counsel only basis to the extent reasonably deemed necessary by the Parties. (b) Without limiting the foregoing, Parent shall use its reasonable best efforts to obtain all requisite approvals and authorizations for avoid or eliminate any impediment under any Antitrust Law so as to (i) enable the Parties hereto to close the transactions contemplated by this Agreement under as promptly as possible and (ii) avoid any Antitrust LawAction by any Governmental Entity, use its commercially reasonable which would otherwise have the effect of preventing or delaying the Closing beyond the End Date. In furtherance of the foregoing, Parent’s efforts to: shall include (iA) cooperate defending through litigation on the merits, including appeals, any Action asserted in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation court or other inquiry, including proceeding by any proceeding initiated by a private Person; (iiB) keep proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent, its Subsidiaries or the Company and the Company Subsidiaries, including entering into customary ancillary agreements on commercially reasonable terms relating to any such sale, divestiture or disposition of such assets or businesses; (C) agreeing to any limitation on the conduct of Parent, its Subsidiaries and the Company and Company Subsidiaries; or (D) agreeing to take any other parties action as may be required by a Governmental Authority in order to (1) obtain all necessary consents, approvals and authorizations as soon as reasonably informed possible, and in any event before the End Date, (2) avoid the entry of, or to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect as part of any communication received by such party Action and that prohibits, prevents or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any restricts consummation of the transactions contemplated by this Agreement or (3) effect the expiration or termination of any waiting period, which would otherwise have the effect of preventing or delaying the Closing beyond the End Date. Notwithstanding any other provisions of this Agreement; , Affiliates of Parent, other than Parent’s Subsidiaries, shall have no obligation (iiiand Parent shall have no obligation to cause Affiliates of Parent other than Parent’s Subsidiaries) permit a Representative of the other Parties and their respective outside counsel to review take any communication given by it action pursuant to this Section 5.4(b), including but not limited to, and consult selling, holding separate or otherwise disposing of, or limiting its freedom of action with each other in advance respect to the assets or business of any meeting or conference with, any Governmental Authority orParent’s Affiliates, in connection with any proceeding by a private Personeach case, with any other Person, than Parent and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityits Subsidiaries.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3(i) The Parties agree to make, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all cause their respective Affiliates to make, any necessary filings under the Xxxx-Xxxxx-Xxxxxx Act and any other actions reasonably necessaryapplicable antitrust Laws no later than three (3) Business Days after execution of this Agreement, proper or advisable to cause the expiration or which filings shall include a request for early termination of the applicable waiting periods period under, and shall be in substantial compliance with, the Xxxx-Xxxxx-Xxxxxx Act. The Parties shall, and shall cause their respective Affiliates to, comply at the earliest practicable date with any request under Antitrust the Xxxx-Xxxxx-Xxxxxx Act or any other applicable antitrust Laws to provide information, documents or other materials requested by any Governmental Authority. (ii) The Parties shall, and shall cause their respective Affiliates to, (A) use their reasonable best efforts to resolve as soon as practicablepracticable objections, including if any, asserted by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection any Governmental Authority with its efforts respect to obtain all requisite approvals and authorizations for this Agreement or the transactions contemplated by this Agreement and (B) take all actions necessary to obtain promptly all consents, approvals, authorizations, declarations, waivers, licenses, franchises, permits, certificates or orders from any Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement, including to secure the termination or expiration of the applicable waiting period and all requisite clearances and approvals under the Xxxx-Xxxxx-Xxxxxx Act and any other antitrust Laws - 42 - (collectively, the “Antitrust LawConditions”) as promptly as practicable and in any event on or prior to January 15, use its commercially reasonable 2019 (the “End Date”), without challenge by any Governmental Authority, and otherwise resolve any objections, if any, asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement, including by (x) seeking to prevent the initiation of, and defending any Proceeding challenging this Agreement or the consummation of the transactions contemplated hereby, and (y) avoiding the entry of, or causing to be lifted or rescinded any injunction, judgment, order or ruling entered by any Governmental Authority adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement. (iii) The Parties may, by mutual agreement, extend the End Date so as to permit the Parties to satisfy the Antitrust Conditions. Further, the Parties shall, and shall cause their Affiliates to, coordinate and cooperate with each other in connection with their respective efforts to: to obtain all consents, approvals, authorizations, declarations, waivers, licenses, franchises, permits, certificates or orders from any Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement, including satisfying the Antitrust Conditions which shall include (iA) cooperate cooperating in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (iiB) keep the keeping each other parties reasonably promptly informed of any material communication received by such party a Party or any of its Representatives from, or given by such party or its Representatives to, Affiliates from any Governmental Authority, including the Federal Trade Commission or U.S. Department of Justice or similar foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; hereby, (iiiC) permit a Representative of providing the other Parties and their respective outside counsel advisors with a reasonable opportunity to (1) review any proposed communication given by it towith any Governmental Authority relating to this Agreement or the transactions contemplated thereby, and (2) consult with each the other in advance of Parties prior to any meeting or conference with, with any Governmental Authority or, in connection with any proceeding by a private Person, with any other PersonAuthority, and (3) to the extent permitted by such Governmental Authority or other PersonAuthority, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings or conferences, and conferences; (D) providing such other information and assistance as such Party may reasonably request in connection with the foregoing. (iv) in Notwithstanding the event a Representative foregoing or any other provision of a party hereto is prohibited from participating in or attending any meetings or conferencesthis Agreement, the other parties hereto Parties understand and agree that the commercially reasonable efforts of any Party shall keep such party promptly and reasonably apprised not obligate the Buyer, the Surviving Company, or any of their respective Affiliates to divest or otherwise hold separate (including by establishing a trust or otherwise), or take any similar action (or otherwise agreeing to do any of the foregoing) with respect thereto; and to any business, asset or property that was owned by the Company, any of its Subsidiaries, the Buyer or any of their respective Affiliates prior to the date hereof. (v) use commercially reasonable efforts to cooperate in Buyer shall be responsible for the payment of all filing of fees under the Xxxx-Xxxxx Xxxxxx Act and any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityapplicable antitrust Laws.

Antitrust Laws. (a) Subject to the terms and conditions of this Agreement each of Seller and Purchaser shall, and each of Seller and Purchaser shall cause their respective Subsidiaries to, use its reasonable best efforts to: (i) as promptly as practicable but in no event later than the tenth (10th) Business Day following the date hereof (or at such later time, not to exceed the twentieth (20th) Business Day, as may be requested by Purchaser in writing to permit the occurrence of pre-filing conferences with any applicable Governmental Entity), or on such other date as the Parties may agree, take all actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; and (ii) at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of the Parties will promptly notify the other Party of any written or, if not written, material, communication made to or received by such Party from any Antitrust Authority regarding any of the transactions contemplated hereby, and, subject, in each case, to applicable Law, if practicable, permit the other Party to review in advance any proposed written communication to any such Antitrust Authority and incorporate the other Party's reasonable comments, not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend, and furnish the other Party upon request with copies of all correspondence, filings and written communications between it and its Affiliates and its respective Representatives on one hand and any such Antitrust Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, subject to applicable Law, each Party shall provide to the other Party (or its Representatives) upon request copies of all correspondence between such Party and any Antitrust Authority and all productions by such Party to any Antitrust Authority, in each case relating to the transactions described herein. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 10.1 5.5(a) as "outside counsel only." Such materials and Section 10.3the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. In addition, to the extent required reasonably practicable, all discussions, telephone calls, and meetings with an Antitrust Authority regarding the transactions described herein shall include Representatives of both Parties. Subject to applicable Law, the Parties 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 described herein by or on behalf of any Party. (b) Each of Purchaser and Seller shall be responsible for the payment of fifty percent (50%) of all filing fees under any Laws that are designed to prohibitthe HSR Act. Each Party shall be responsible for the payment of its and its Affiliates' expenses, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicableincluding reasonable legal fees and expenses, in each casecomplying with any request for additional information or documentary material from any Antitrust Authority or otherwise complying with this Section 5.5, at including Sections 5.5(d) and 5.5(e). (c) Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such party’s sole cost and expenseacquisition, with respect merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the any applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination period; (ii) materially increase the risk of any Governmental Entity entering an Order prohibiting the consummation of the waiting period provided for under transactions contemplated hereby; (iii) materially increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated hereby. (d) Subject to Section 5.5(f), Purchaser and its Subsidiaries shall take any and all of the following actions requested by any Antitrust Laws. Each party hereto shallAuthority, in connection or necessary to resolve any objections that may be asserted by any Antitrust Authority with its efforts respect to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: : (i) cooperate in at Purchaser's sole cost, comply with all respects restrictions and conditions, if any, imposed or requested by any Antitrust Authority with each other party hereto or its Affiliates respect to Antitrust Laws in connection with granting any filing necessary clearance or submission terminating any applicable waiting period including (x) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of any Target Company contemporaneously with or after the Closing (a "Divestiture"), (y) taking or committing to take such other actions that may limit Purchaser's, its Affiliates' or any Target Company's freedom of action with respect to, or its ability to retain, one or more of any Target Company's operations, divisions, businesses, products lines, customers or assets, and (z) entering into any Order, consent decree or other agreement to effectuate any of the foregoing; (ii) agree to terminate any Contract or other business relationship of any Target Company as may be required to obtain any necessary clearance of any Antitrust Authority or to obtain termination of any applicable waiting period under any Antitrust Laws; and (iii) oppose fully and vigorously any request for, the entry of, and seek to have vacated or terminated, any Order or ruling of any Antitrust Authority that could restrain, prevent or delay the Closing, including by defending through litigation, any action asserted by any Person in any court or before any Antitrust Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or Order by any Antitrust Authority; provided, that, subject to Section 5.5(g), Seller and each of its Subsidiaries shall also be obligated, at the direction of, and consultation with, Purchaser, to take each of the actions set forth in this clause (iii). (e) Subject to Section 5.5(g), Seller shall, and shall cause its Subsidiaries to, agree, if, but solely if requested by Purchaser, to take any of the actions set forth in Sections 5.5(d)(i) and 5.5(d)(ii) with respect to the business, assets and operations of the Target Companies; provided, that neither Seller nor any of its Subsidiaries shall be obligated to agree to (1) any such action which is not conditioned upon the Closing or (2) any term requiring post-Closing indemnification of a third party by Seller or any of its Subsidiaries (except arising out of actions taken by Seller or any of its Subsidiaries). Neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and shall be indemnified and held harmless by Purchaser from, against and in respect of any Losses suffered, paid or incurred by Seller or any of its Affiliates as a result of, in connection with any investigation or other inquiryotherwise caused by, Seller's compliance with Sections 5.5(d)(i) or 5.5(d)(ii), including any proceeding initiated by a private Person; claims for breach of contract or violation of any Order entered into pursuant to such Sections, but, in each case, only insofar as it relates to liabilities, obligations or Losses arising (i) prior to the earlier of (x) the Closing or (y) the later of termination of this Agreement or the agreement in question (without giving effect to any amendment thereof entered into without Purchaser's consent) and (ii) keep other than under this Agreement. (f) Notwithstanding anything to the other parties reasonably informed contrary in this Agreement, Purchaser shall not be required to propose, negotiate, commit to, take or enter into (1) any of the actions set forth in Section 5.5(d), nor offer to take or offer to commit to take any communication received by such party or its Representatives fromaction which (i) is not conditioned upon the Closing and/or (ii) Purchaser determines in good faith (A) would, or given by such party or its Representatives would reasonably be expected to, any Governmental Authority materially and of any communication received adversely affect the Target Companies, taken as a whole or given in connection with any proceeding (B) would, or would reasonably be expected to, materially impair the benefits sought to be derived by a private Person, in each case regarding any of Purchaser from the transactions contemplated by this Agreement; Agreement (taking into account, among other things, effects on the assets, business and operations and relationships of both Purchaser and its Subsidiaries (other than the Target Companies) and of the Target Companies and their Subsidiaries), (2) any action requested by any Antitrust Authority, or necessary to resolve any objections that may be asserted by any Antitrust Authority which involves any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Purchaser or any of its Subsidiaries (other than the Target Companies after the Closing (subject to clause (1) of this Section 5.5(f))), including agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of any such Subsidiary, operations, divisions, businesses, product lines, customers or assets, or any other actions that may limit Purchaser's or any of its Subsidiaries' (other than the Target Companies after Closing (subject to clause (1) of this Section 5.5(f))) freedom of action with respect to, or its ability to retain, any of its Subsidiaries, operations, divisions, businesses, product lines, customers or assets or (3) any action (either by itself or through any of its Subsidiaries (including the Target Companies following the Closing)) in connection with the Other Insurance Approvals or the Ohio State Insurance Approval that could reasonably be expected to have an adverse effect on Purchaser or any of its Subsidiaries (including the Target Companies following the Closing). (g) Subject to Section 5.5(h), nothing contained in this Section 5.5 or in any other provision of this Agreement shall be construed as requiring Seller or any of its Subsidiaries to agree to any terms or conditions as a condition to, or in connection with, obtaining any necessary consent or approval of any Antitrust Authority or other Governmental Entity or to obtain termination of any applicable waiting period under any Antitrust Laws that would (i) impose any limitations on Seller's ownership or operation of all or any portion of its or any of its Subsidiaries' (other than the Target Companies), businesses or assets, or compel Seller or any of its Subsidiaries (other than the Target Companies after the Closing) to sell, divest, hold separate, license, cause a third party to acquire or otherwise dispose of all or any portion of its or any of its Subsidiaries' (other than the Target Companies), businesses or assets, (ii) impose any obligations on Seller or any of its Subsidiaries (other than the Target Companies after the Closing) in respect of or relating to Seller's or any of its Subsidiaries' (other than the Target Companies) facilities, operations, places of business, employment levels, products or businesses, (iii) permit a Representative require Seller or any of its Subsidiaries (other than the other Parties and their respective outside counsel Target Companies after the Closing) to review make any communication given by it to, and consult with each other in advance of any meeting payments or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending impose any meetings or conferencesother obligation, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memorandarestriction, white paperslimitation, filings, correspondence qualification or other written communications explaining condition (including any requirement to terminate any Contract or defending other business relationship) on Seller or any of its Subsidiaries (other than the Target Companies) (any such term or condition in (i) through (iv) being referred to herein as a "Burdensome Term or Condition"). (h) Subject to the proviso below, Seller shall, and shall cause each of its Subsidiaries (including the Target Companies prior to the Closing) to, take any and all actions, and do all things necessary, proper or advisable (including, with the prior consent of Purchaser (which shall not be unreasonably withheld), re-allocating a portion of the consideration to be paid in accordance with Section 2.3 to the LLC Interest) to obtain the approval of, or consent to, the transactions contemplated hereby, articulating by or from the Ohio State Department of Insurance under any regulatory applicable state insurance or competitive argumentsimilar Laws (the "Ohio State Insurance Approval"); provided, and/or responding however, that no such actions shall be taken that could reasonably be expected to requests have an adverse effect on Purchaser or objections made by any Governmental Authorityof its Subsidiaries (including the Target Companies following the Closing).

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. a) Each party hereto shall, in connection with shall (i) make the filings required of it or any of its efforts Affiliates under the HSR Act or any Other Antitrust Regulations requiring consents to obtain all requisite approvals and authorizations for be obtained prior to the consummation of the transactions contemplated by this Agreement under any Antitrust Lawin connection with this Agreement and the transactions contemplated hereby no later than the fifth business day following the date hereof and make such other filings prior to the expiration of the relevant filing deadline, use its commercially reasonable efforts to: (iii) cooperate in all respects comply at the earliest practicable date and after consultation with each the other party hereto with any request for additional information or documentary material received by it or any of its Affiliates from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”), (iii) cooperate with one another in connection with any filing under applicable HSR Act or submission Other Antitrust Regulations and in connection with resolving any investigation or other inquiry, including any proceeding inquiry concerning the transactions contemplated by this Agreement initiated by a private Person; the FTC, the Antitrust Division or any other Governmental Authority, (iiiv) keep take any other action necessary to obtain the approvals and consents required for the consummation of the transactions contemplated by this Agreement and (v) cause the waiting periods under the HSR Act or Other Antitrust Regulations to terminate or expire at the earliest possible date. (b) For purposes of this Section 3.3, without limiting the foregoing, required actions by Buyer shall include acceptance by Buyer of any and all divestitures of any subsidiary or assets of Buyer or its Affiliates or Xxxxxx or its Subsidiaries or acceptance of an agreement to hold any assets of Buyer or its Affiliates or Xxxxxx or its Subsidiaries separate in any lawsuit or other legal proceeding, whether judicial or administrative and whether required by the FTC, the Antitrust Division or any other applicable U.S. or foreign governmental entity in connection with the transactions contemplated by this Agreement or any other agreement contemplated hereby. (c) Each party hereto shall promptly inform the other parties reasonably informed of any material communication made to, or received by such party or its Representatives from, the FTC, the Antitrust Division or given by such party or its Representatives to, any other Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated hereby. (d) The filing fee under the HSR Act shall be borne by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental AuthorityBuyer.

Antitrust Laws. Without limiting (a) MCBC, SABMiller and the generality Shareholders shall make the filings required under the HSR Act and any other material Antitrust Laws. MCBC, SABMiller and the Shareholders shall also comply at the earliest practicable date with any request for additional information, documents or other materials received from the U.S. Federal Trade Commission, the Antitrust Division of Section 10.1 the U.S. Department of Justice or any other Governmental Authority. MCBC, SABMiller and Section 10.3the Shareholders shall use all commercially reasonable efforts to resolve objections, if any, that may be asserted by any Governmental Authority with respect to the Contemplated Transactions under any Antitrust Laws, including the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, and the Federal Trade Commission Act, as amended. If any judicial or administrative action or proceeding is initiated (or threatened to be initiated) by a Governmental Authority challenging the Contemplated Transactions as violative of any Antitrust Law or any other Applicable Law, MCBC, SABMiller and the Shareholders shall each cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, ruling, decision, finding or other order (whether temporary, preliminary, or permanent) until such time as a final, non-appealable order has been entered. Notwithstanding the foregoing, the Parties shall not be required to divest any businesses or effect other structural or behavioral changes in order to obtain any approvals under Antitrust Laws. (b) MCBC, SABMiller and each Shareholder covenant and agree that, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, prior to supply as promptly as reasonably practicable engaging in any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection substantive discussions with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by representatives of a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Personconcerning the Contemplated Transactions, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of they will advise the other Parties and their respective outside counsel to review any communication given by it toof the anticipated substance of the discussions, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of provide the other Parties with copies of any written materials they intend to provide to or review with such representatives and afford the other Parties a reasonable opportunity to attend comment upon the anticipated substance of the discussions or such written materials or to join them and participate in such meetings and conferences; (iv) discussions. In the event it is impracticable for a Party to comply with its obligations in the event preceding sentence because the Party is contacted directly by a Representative representative of a party hereto is prohibited from Governmental Authority without advance notice, or in any event such a discussion occurs without the presence of Representatives of both Shareholders, as soon as practicable following any such discussions the Party shall advise the other Parties of the discussions, the identity of the parties participating in or attending any meetings or conferencesthe discussions and the substance of the discussions, and shall provide the other parties hereto shall keep such party promptly and reasonably apprised Parties with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing copies of any memorandawritten materials provided to, white papers, filings, correspondence reviewed with or other written communications explaining or defending received from representatives of the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

Antitrust Laws. Without limiting the generality of anything contained in Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict 6.2(a) or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”)elsewhere in this Agreement, each party hereto of the parties undertakes and agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws file as soon as practicable, including by requesting early termination a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice, Antitrust Division (the “Antitrust Division ”) and as promptly or reasonably practicable to make all other required Antitrust Filings. Each of the parties shall (i) respond as promptly as practicable to any inquiries received from the FTC, the Antitrust Division or other applicable Governmental Authorities for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority; and (ii) not extend any waiting period provided for under the HSR Act and other applicable antitrust or competition Laws, rules or regulations or enter into any agreement with the FTC, the Antitrust Division or other applicable Governmental Authorities not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Parent shall use its best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation Law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the Merger (including if so requested by the Company by agreeing to dispose of, hold separate or accept limitations on the activities of, any businesses or assets) so as to enable the Closing to occur as soon as reasonably possible, but in any event in sufficient time to ensure that the Effective Time occurs before the Termination Date. Subject to the following sentence, and subject to Parent’s obligation under the preceding sentence, the parties agree that Parent and its counsel shall have the primary lead role in any discussions and negotiations with any Governmental Authorities with respect to the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: shall (i) cooperate in all respects with each promptly notify the other party hereto of any written communication to that party or its Affiliates affiliates from any Governmental Authority and, subject to applicable Law, permit the other party to review in connection with advance, and take into account any filing or submission and reasonable comments of the other party in connection with relation to, any investigation or other inquiry, including proposed written communication to any proceeding initiated by a private Personof the foregoing; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives fromnot agree to participate, or given by such party to permit its affiliates to participate, in any substantive meeting or its Representatives to, discussion with any Governmental Authority and in respect of any communication received filings, investigation or given in connection inquiry concerning this Agreement or the Merger unless it consults with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other party in advance of any meeting or conference withand, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAuthority, give a Representative or Representatives of gives the other Parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect theretomeeting; and (viii) use commercially reasonable efforts to cooperate in furnish the filing other party with copies of any memoranda, white papersall correspondence, filings, correspondence or other written and communications explaining or defending (and memoranda setting forth the transactions contemplated herebysubstance thereof) between them and their affiliates and their respective representatives on the one hand, articulating any regulatory or competitive argument, and/or responding to requests or objections made by and any Governmental AuthorityAuthority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger, except to the extent (x) the disclosure of any such information would violate the terms of any confidentiality agreement with a third party or (y) such information relates to competitively sensitive matters if the exchange of such information, as determined by such party’s counsel, may result in antitrust difficulties for such party (or any of its affiliates); provided that in the case of clause (y), such information shall be provided to the other party’s counsel, who shall agree not to disclose such information to its client.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. a) Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, Party shall use its commercially reasonable efforts to: (i) cooperate as promptly as practicable but in no event later than the fifth (5th) Business Day following the date hereof (or such later date as the Parties may mutually agree), take all respects with each other party hereto actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby (the “Antitrust Filings”); (ii) obtain the required consents and clearance from Antitrust Authorities, as promptly as practicable, and in any event prior to the End Date; (iii) comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. (b) Each Party shall (i) consult and cooperate with the other Party and consider in good faith the views of the other Party in connection with any filing analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submission and submitted by or on behalf of any party in connection with proceedings under or relating to any investigation or other inquiry, including any proceeding initiated by a private PersonAntitrust Laws; (ii) keep the furnish to each other’s counsel such necessary information and reasonable assistance as such other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given counsel may request in good faith in connection with preparation of any proceeding filing or submission to any Governmental Entity under any Antitrust Laws; (iii) promptly notify the other Party of any written communication made to or received by a private Person, in each case it from any Antitrust Authority regarding any of the transactions contemplated by this Agreement; (iii) hereby, and, subject to applicable Law, if practicable, permit a Representative of the other Parties and their respective outside counsel Party to review any communication given by it to, and consult with each other in advance any proposed written communication to any such Antitrust Authority and incorporate the other Party’s reasonable comments; and (iv) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any meeting filing, investigation or conference withinquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend. Purchaser shall furnish Primary Seller with copies (redacted in Purchaser’s discretion to preserve Purchaser Confidential Information, but in the understanding, however, that Sellers’ external counsel shall receive non-redacted versions of any Governmental Authority orof such information, in connection with subject to protection of any proceeding by a private Person, with any attorney-client privilege or other Person, privilege and to the extent permitted by applicable Law) of all correspondence, filings and formal or informal written communications between them and their Affiliates and their respective Representatives on one hand and any such Governmental Antitrust Authority or its respective staff on the other Personhand, give with respect to this Agreement and the transactions contemplated hereby. (c) Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a Representative or Representatives substantial portion of the assets of or equity in, or by any other Parties manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the opportunity entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Entity necessary to attend and participate consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period; (ii) in any way increase the risk of any Governmental Entity entering an Order prohibiting or conditioning the consummation of the transactions contemplated hereby; (iii) in any way increase the risk of not being able to remove any such meetings and conferencesOrder on appeal or otherwise; or (iv) in any way materially delay or prevent the consummation of the transactions contemplated hereby. (d) Notwithstanding the provisions of this Section 5.9 or anything to the contrary contained in this Agreement, after the filing of the Antitrust Filings in accordance with Section 5.9(a), none of Purchaser nor any of its Subsidiaries and/or Affiliates shall be required to: (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets, business (or portion thereof) of Purchaser, Purchaser’s Subsidiaries or Affiliates, or of the Subject Companies or their Affiliates; (ii) conduct, restrict, operate, provide services, invest, limit the business activities or the use of or change the assets, business (or portion thereof) of Purchaser, Purchaser’s Subsidiaries or Affiliates, or of the Subject Companies or their Affiliates in any manner; (iii) impose any restriction, requirement or limitation on the operation of the business (or portion thereof) of Purchaser, Purchaser’s Subsidiaries or Affiliates, or of the Subject Companies or their Affiliates; (iv) in litigate, pursue or defend any action challenging any of the event a Representative transactions contemplated hereby as violative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect theretoAntitrust Laws applicable to Purchaser; and (v) use commercially reasonable efforts other than filing fees required by any applicable Antitrust Laws, make any out of pocket expenditures or incur any obligations or liabilities, in each case, in order to cooperate in comply with the filing provisions of this Section 5.9; or (vi) take any memorandaother action that would, white papersor would reasonably be expected to, filingsmaterially and adversely affect Purchaser or any of its Affiliates (including after the Closing Date, correspondence the Subject Companies). Purchaser shall have the sole and exclusive right to determine, at its option, whether to contest through litigation on the merits, negotiation or other written communications explaining action any position or defending claim, including any demands for sale, divestiture or disposition of assets or business of Purchaser or its Affiliates or, effective as of the transactions contemplated herebyClosing Date, articulating any regulatory the Subject Companies or competitive argumenttheir respective Affiliates, and/or responding to requests or objections made asserted by any Antitrust Authorities or other Governmental AuthorityEntity in connection with Antitrust Laws which would operate to hinder or delay the Closing.

Antitrust Laws. Without limiting the generality (a) Each of Section 10.1 Seller and Section 10.3, Buyer have made an appropriate filing of all pre-merger notification and report forms pursuant to the extent required under any Laws that are designed to prohibitHSR Act, restrict or regulate actions having and early termination of the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, waiting period imposed by the HSR Act has been received with respect to the transactions contemplated hereby as promptly as practicable, by this Agreement. Seller and Buyer will use their respective commercially reasonable efforts to supply respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) for additional information or documentation and documentary material to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters; provided, that nothing contained in this Agreement will be deemed to preclude either Seller or Buyer from negotiating reasonably and in good faith with any Governmental Authority regarding the scope and content of any such requested information or documentation so long as such negotiations are conducted promptly and diligently. Seller and Buyer will use their respective commercially reasonable efforts to overcome, as promptly as reasonably practicable, any objections that may be reasonably requested pursuant raised by the FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over any Antitrust Law. Each of Buyer and Seller will keep the other Party promptly apprised of any communications with, and inquiries or requests for information from, any such Governmental Authority, including promptly providing to Antitrust Laws the other Party copies of any such written communications, and will consult with the other Party in advance of any meeting or conference with any such Governmental Authority (and to take all the extent permitted by the applicable Governmental Authority, give the other actions reasonably necessary, proper Party the opportunity to attend and participate in any such meeting or advisable to cause the expiration or termination conference). (b) Each of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with Parties will use its commercially reasonable efforts to obtain all requisite approvals and authorizations for resolve any objections that may be asserted by any Person with respect to the transactions contemplated by this Agreement under any Antitrust Law. In connection with the foregoing, use its commercially reasonable efforts to: (i) if any Litigation is instituted or threatened to be instituted challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of the Parties will cooperate in good faith in all respects with each other party hereto and use its respective commercially reasonable efforts to contest and resist any such Litigation and to have vacated, lifted, reversed or its Affiliates in connection with overturned any filing or submission and in connection with any investigation decree, judgment, injunction or other inquiryorder, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party whether temporary, preliminary or its Representatives frompermanent, that is in effect and that prohibits, prevents or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any restricts consummation of the transactions contemplated by this Agreement; , including vigorously defending on the merits any Litigation through a final and nonappealable judgment. (iiic) permit a Representative Nothing in this Section 7.7 will require, or be construed to require, any Party to take any action that could, in the reasonable judgment of the other Parties board of directors of such Party, materially and their respective outside counsel adversely impact the economic or business benefits to review any communication given by it to, and consult with each other in advance such Party of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating by this Agreement. (d) Each of Seller and Buyer will pay one-half of any regulatory filing fees under the HSR Act. Buyer will pay its expenses and Seller will pay its expenses and the expenses of Company Group associated with complying with any requests for additional information or competitive argument, and/or responding to requests documentation received from the FTC or objections made by any Governmental Authoritythe Antitrust Division.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, Prior to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”)date hereof, each party hereto agrees of Buyer and the Group Companies has filed the Notification and Report Forms required pursuant to make the HSR Act. Each of Buyer and the Group Companies shall: (x) use reasonable best efforts to take all actions necessary to obtain the expiration or termination of the waiting period under the HSR Act and any other consents required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, from any Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws (“Antitrust Authorities”); and (y) at the earliest practicable date, comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of Buyer and the Group Companies shall: (w) promptly notify each other of any substantive written communication made to or received by Buyer or the Group Companies, as promptly as the case may be, from any Antitrust Authority regarding any of the transactions contemplated hereby; (x) subject to applicable Law, permit each other to review in advance any proposed substantive written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (y) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to supply as promptly as reasonably practicable the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend; and (z) furnish each other with copies of all substantive correspondence, filings and written communications between such Party and their Affiliates and their respective Representatives, on one hand, and any additional information such Antitrust Authority or its respective staff, on the other hand, in each case, with respect to this Agreement and documentary material the transactions contemplated hereby; provided, however, that the Parties shall not be required to share filings made under the HSR Act; and provided, further, that materials may be reasonably requested pursuant redacted before being provided to Antitrust Laws the other Party (x) to remove references concerning the valuation of the Group Companies or individual customer pricing information, (y) as necessary to comply with contractual arrangements and (z) as necessary to avoid disclosure of other competitively sensitive information or to address reasonable privilege or confidentiality concerns. Without limiting the foregoing, Buyer shall take all other actions reasonably necessary, proper or steps necessary and prudently advisable to cause avoid or eliminate any impediment under any Antitrust Law so as to: enable the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party Parties hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for close the transactions contemplated by this Agreement under as promptly as possible and avoid any Antitrust Lawlawsuit by any Governmental Authority which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date; provided, use its commercially reasonable efforts to: (i) cooperate however, that Buyer’s obligations in all respects with each other party hereto this Section 6.3 shall not require Buyer or its Affiliates in connection to propose or agree to sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses, relationships, contractual rights or obligations, or interests of Buyer, the Group Companies or any of their respective Affiliates, nor take such other actions that otherwise limit Buyer’s freedom of action with any filing or submission and in connection with any investigation or other inquiryrespect to, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding ability to retain any of the transactions contemplated by this Agreement; (iii) permit a Representative businesses, product lines or assets of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferencesBuyer, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memorandaGroup Companies, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authoritytheir Affiliates.

Antitrust Laws. Without limiting (a) Each party hereto shall (i) take, as promptly as reasonably practicable, all actions necessary to make the generality filings required of Section 10.1 it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and Section 10.3the transactions contemplated hereby, to including filing the extent Notification and Report Form required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, HSR Act with respect to the transactions contemplated hereby as promptly as practicableMerger with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission not later than the tenth (10th) Business Day following the date hereof, to supply (ii) comply as promptly as reasonably practicable with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. Subject to applicable Laws and the preservation of any applicable attorney-client privilege, Parent, Merger Sub and the Company each shall promptly (x) supply the other with any information which may be required in order to effectuate such filings, (y) supply any additional information which reasonably may be required by the Antitrust Division of the U.S. Department of Justice and documentary material the U.S. Federal Trade Commission, and each will use reasonable best efforts to obtain a waiver of the applicable waiting period and (z) make any further filings pursuant thereto that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause in connection therewith. (b) Parent shall be responsible for the expiration or termination payment of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for all filing fees under the Antitrust Laws. HSR Act. (c) Each party hereto shall, in connection with shall use its reasonable best efforts to obtain all requisite approvals and authorizations for resolve as promptly as reasonably practicable such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Notwithstanding the foregoing or anything to the contrary in this Agreement, use its commercially reasonable efforts to: in no event shall the Company or Parent or any of their respective Affiliates be required to pay any consideration to any third parties or give anything of value to obtain any such Person’s authorization, approval, consent or waiver to effectuate the transactions contemplated by this Agreement, other than filing, recordation or similar fees, and neither the Company nor Parent (inor any of their respective Subsidiaries) cooperate in all respects with each other party hereto or its Affiliates will be obligated in connection with the Merger to enter into any filing or submission and in connection with any investigation agreement, consent decree or other inquirycommitment requiring the divestiture or holding separate of any assets or other restriction on the operation of the businesses of the Company, including Parent, or their respective Subsidiaries, or to commence, pursue or defend any proceeding initiated by a private Person; litigation, and the Company shall not accept or agree to any such agreement, consent decree, commitment or restrictions without Parent’s prior written consent. (iid) keep Each party hereto shall promptly inform the other parties reasonably informed of any material communication made to, or received by such party or its Representatives from, any Antitrust Authority or given by such party or its Representatives to, any other Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case Entity regarding any of the transactions contemplated by this Agreement; hereby. (iiie) permit a Representative of the other Parties and The parties hereto commit to instruct their respective outside counsel to review any communication given by it to, and consult cooperate with each other and use their reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any other Law at the earliest practicable dates. Such efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Entity, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity and the content of any such contacts or presentations. Neither the Company nor Parent shall participate in advance of any meeting or conference with, discussion with any Governmental Authority orEntity with respect of any such filings, in connection with any proceeding by a private Personapplications, with any investigation, or other Personinquiry without giving the other party prior notice of the meeting or discussion and, and to the extent permitted by such the relevant Governmental Authority or other PersonEntity, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings meeting or discussion (which, at the request of either Parent or the Company, shall be limited to outside antitrust counsel only). The Company and conferences; (iv) in Parent shall each be entitled to review and approve the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing content of any memorandamaterial presentations, white papers, filings, correspondence papers or other written communications explaining or defending materials to be submitted to any Governmental Entity in advance of any such submission in respect of this Agreement and the transactions contemplated herebyhereunder. Notwithstanding the foregoing or anything to the contrary in this Agreement, articulating Parent shall have the sole right to control and direct the process by which the parties seek to avoid or eliminate impediments under any regulatory or competitive argumentapplicable Antitrust Laws and shall take the lead in and control all discussions, and/or responding to requests or objections made by any negotiations and other communications with Governmental AuthorityEntities.

Antitrust Laws. Without limiting (a) Each of Parent and the generality Company shall (i) as promptly as practicable, but in no event later than three business days after the date hereof, take all actions necessary to file or cause to be filed any filings required of Section 10.1 it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and Section 10.3the transactions contemplated hereby, including the Notification and Report Forms required pursuant to the HSR Act (and, in connection therewith, request early termination); (ii) use reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities and (iii) at the earliest practicable date, comply with any formal or informal written request for additional non-privileged information or non-privileged documentary material received by it or any of its Affiliates from any Antitrust Authority. Subject to applicable Law, each of Parent and the Company will: (A) promptly notify each other of any written communication made to or received by Parent or the Company, as the case may be, from any Antitrust Authority regarding any of the transactions contemplated hereby; (B) permit each other to review in advance any proposed written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent required reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend and (D) furnish each other with copies of all correspondence, filings (other than attachments to each Party's Notification and Report Form under the HSR Act) and written communications between such Party and their Affiliates and their respective Agents, on one hand, and any Laws that are designed to prohibitsuch Antitrust Authority, restrict or regulate actions having on the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicableother hand, in each case, at such party’s sole cost and expense, with respect to this Agreement and the transactions contemplated hereby. (b) Without limiting the foregoing, Parent shall use its reasonable best efforts to avoid or eliminate any impediment under any Antitrust Law so as to (i) enable the Parties hereto to close the transactions contemplated hereby as promptly as practicablepossible and (ii) avoid any lawsuit by any Governmental Entity which would otherwise have the effect of preventing or materially delaying the Closing beyond the End Date. In furtherance of the foregoing, Parent's efforts shall include (A) defending through litigation on the merits, including appeals, any Action under any Antitrust Law asserted against Parent in any court; (B) proposing, negotiating, committing to supply and effecting, by consent decree, hold separate Order or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent, its Affiliates or the Company Group, including entering into customary ancillary agreements on commercially reasonable terms relating to any such sale, divestiture or disposition of such assets or businesses; (C) agreeing to any limitation on the conduct of Parent, its Affiliates and the Company Group; and (D) using its commercially reasonable efforts to take any other action as promptly may be required by a Governmental Entity in order to (1) obtain all necessary consents, approvals and authorizations as soon as reasonably practicable possible, and in any additional information event before the End Date; (2) avoid the entry of or to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect as part of any lawsuit and documentary material that may be reasonably requested pursuant to Antitrust Laws prohibits, prevents or restricts consummation of the transactions contemplated hereby and to take all other actions reasonably necessary, proper or advisable to cause (3) effect the expiration or termination of any waiting period, which would otherwise have the applicable waiting periods under Antitrust Laws as soon as practicableeffect of preventing or materially delaying the Closing beyond the End Date. Notwithstanding anything to the contrary in this Agreement, including by requesting early termination this Section 5.3, in no event will Parent or any of its Affiliates be required to (x) sell, divest, lease, license, transfer, dispose of or hold separate any portion of the waiting period provided for under assets or businesses of Parent or any of its Affiliates or the Antitrust Laws. Each party hereto shallCompany Group representing, in connection with its efforts to obtain all requisite approvals the aggregate, in excess of $15,000,000 of revenue generated by Parent and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with and the Company Group on a combined basis between (and inclusive of) January 1, 2016 and December 31, 2016, (y) agree or consent to any filing restriction or submission limitation on the conduct of Parent, its Affiliates and in connection with the Company Group or otherwise take or commit to take any investigation or other inquiryaction, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed action that limits Parent’s or any of any communication received by such party or its Representatives fromAffiliates’ freedom of action with respect to, or given by such party their ability to retain and operate, the businesses or the assets of Parent and its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of Affiliates (including the transactions contemplated by this Agreement; (iiiCompany Group) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority restrictions, limitations and actions, individually or other Personin the aggregate, give a Representative or Representatives would reasonably be expected to increase the costs of Parent and its Affiliates (including the businesses and assets of the other Parties Company Group) by over $2,000,000 in any 12-month period or to reduce the opportunity revenue of Parent and its Affiliates (including the businesses and assets of the Company Group) by over $15,000,000 in any 12-month period or (z) agree or consent to attend and participate in such meetings and conferences; (iv) any limitations or restrictions on Parent's ability to own, vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation. For the avoidance of doubt, except as expressly set forth in the immediately preceding sentence, in no event a Representative will Parent or any of a party hereto is prohibited from participating its Affiliates be required to sell, divest, dispose of or hold separate any portion of its or their assets or businesses or the assets and business of the Company Group or agree to any restriction or limitation on the conduct of Parent, its Affiliates and the Company Group or take any action, including any action that limits in any way Parent's or attending any meetings of its Affiliates' freedom of action with respect to, or conferencestheir ability to retain and operate, the other parties hereto assets and businesses of Parent and its Affiliates and the assets and businesses of the Company Group. The Company Group shall keep not agree or consent to the sale, divestiture or disposition of assets or businesses of the Company Group or any limitation on the conduct of the Company Group without the prior written consent of Parent (such party promptly consent not to be unreasonably withheld, conditioned or delayed in accordance with the foregoing provisions of this Section). (c) Subject to Parent’s obligations under clause (b) above, Parent’s and reasonably apprised with respect thereto; the Company’s obligations under this Section 5.3 shall include the obligation to cooperate and (v) use commercially their respective reasonable best efforts to cooperate in defend any Actions, whether judicial or administrative, challenging the filing consummation of any memoranda, white papers, filings, correspondence the Merger or the other written communications explaining or defending the transactions contemplated hereby, articulating including any regulatory Action under the HSR Act or competitive argumentpursuant to federal or state antitrust laws; provided that the Parties shall not be obligated to appeal or to pursue any proceedings to vacate, and/or responding lift, reverse or overturn any permanent or final Order that prohibits, prevents, or restricts the consummation of the Merger or the other transactions contemplated hereby. In the event any such Action is commenced against any member of the Company Group, Parent shall have the right, at its own expense, to requests participate therein, and the Company will not settle any such Action without the consent of Parent, which consent will not be unreasonably withheld, conditioned or objections made by any Governmental Authoritydelayed.

Antitrust Laws. (a) Subject to the terms and conditions of this Agreement each of Seller and Purchaser shall, and each of Seller and Purchaser shall cause their respective Subsidiaries to, use its reasonable best efforts to: (i) as promptly as practicable but in no event later than the tenth (10th) Business Day following the date hereof (or at such later time, not to exceed the twentieth (20th) Business Day, as may be requested by Purchaser in writing to permit the occurrence of pre-filing conferences with any applicable Governmental Entity), or on such other date as the Parties may agree, take all actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby; and (ii) at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of the Parties will promptly notify the other Party of any written or, if not written, material, communication made to or received by such Party from any Antitrust Authority regarding any of the transactions contemplated hereby, and, subject, in each case, to applicable Law, if practicable, permit the other Party to review in advance any proposed written communication to any such Antitrust Authority and incorporate the other Party’s reasonable comments, not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend, and furnish the other Party upon request with copies of all correspondence, filings and written communications between it and its Affiliates and its respective Representatives on one hand and any such Antitrust Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, subject to applicable Law, each Party shall provide to the other Party (or its Representatives) upon request copies of all correspondence between such Party and any Antitrust Authority and all productions by such Party to any Antitrust Authority, in each case relating to the transactions described herein. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 10.1 5.5(a) as “outside counsel only.” Such materials and Section 10.3the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. In addition, to the extent required reasonably practicable, all discussions, telephone calls, and meetings with an Antitrust Authority regarding the transactions described herein shall include Representatives of both Parties. Subject to applicable Law, the Parties 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 described herein by or on behalf of any Party. (b) Each of Purchaser and Seller shall be responsible for the payment of fifty percent (50%) of all filing fees under any Laws that are designed to prohibitthe HSR Act. Each Party shall be responsible for the payment of its and its Affiliates’ expenses, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicableincluding reasonable legal fees and expenses, in each casecomplying with any request for additional information or documentary material from any Antitrust Authority or otherwise complying with this Section 5.5, at including Sections 5.5(d) and 5.5(e). (c) Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such party’s sole cost and expenseacquisition, with respect merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the any applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination period; (ii) materially increase the risk of any Governmental Entity entering an Order prohibiting the consummation of the waiting period provided for under transactions contemplated hereby; (iii) materially increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated hereby. (d) Subject to Section 5.5(f), Purchaser and its Subsidiaries shall take any and all of the following actions requested by any Antitrust Laws. Each party hereto shallAuthority, in connection or necessary to resolve any objections that may be asserted by any Antitrust Authority with its efforts respect to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: : (i) cooperate in at Purchaser’s sole cost, comply with all respects restrictions and conditions, if any, imposed or requested by any Antitrust Authority with each other party hereto or its Affiliates respect to Antitrust Laws in connection with granting any filing necessary clearance or submission terminating any applicable waiting period including (x) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of any Target Company contemporaneously with or after the Closing (a “Divestiture”), (y) taking or committing to take such other actions that may limit Purchaser’s, its Affiliates’ or any Target Company’s freedom of action with respect to, or its ability to retain, one or more of any Target Company’s operations, divisions, businesses, products lines, customers or assets, and (z) entering into any Order, consent decree or other agreement to effectuate any of the foregoing; (ii) agree to terminate any Contract or other business relationship of any Target Company as may be required to obtain any necessary clearance of any Antitrust Authority or to obtain termination of any applicable waiting period under any Antitrust Laws; and (iii) oppose fully and vigorously any request for, the entry of, and seek to have vacated or terminated, any Order or ruling of any Antitrust Authority that could restrain, prevent or delay the Closing, including by defending through litigation, any action asserted by any Person in any court or before any Antitrust Authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or Order by any Antitrust Authority; provided, that, subject to Section 5.5(g), Seller and each of its Subsidiaries shall also be obligated, at the direction of, and consultation with, Purchaser, to take each of the actions set forth in this clause (iii). (e) Subject to Section 5.5(g), Seller shall, and shall cause its Subsidiaries to, agree, if, but solely if requested by Purchaser, to take any of the actions set forth in Sections 5.5(d)(i) and 5.5(d)(ii) with respect to the business, assets and operations of the Target Companies; provided, that neither Seller nor any of its Subsidiaries shall be obligated to agree to (1) any such action which is not conditioned upon the Closing or (2) any term requiring post-Closing indemnification of a third party by Seller or any of its Subsidiaries (except arising out of actions taken by Seller or any of its Subsidiaries). Neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and shall be indemnified and held harmless by Purchaser from, against and in respect of any Losses suffered, paid or incurred by Seller or any of its Affiliates as a result of, in connection with any investigation or other inquiryotherwise caused by, Seller’s compliance with Sections 5.5(d)(i) or 5.5(d)(ii), including any proceeding initiated by a private Person; claims for breach of contract or violation of any Order entered into pursuant to such Sections, but, in each case, only insofar as it relates to liabilities, obligations or Losses arising (i) prior to the earlier of (x) the Closing or (y) the later of termination of this Agreement or the agreement in question (without giving effect to any amendment thereof entered into without Purchaser’s consent) and (ii) keep other than under this Agreement. (f) Notwithstanding anything to the other parties reasonably informed contrary in this Agreement, Purchaser shall not be required to propose, negotiate, commit to, take or enter into (1) any of the actions set forth in Section 5.5(d), nor offer to take or offer to commit to take any communication received by such party or its Representatives fromaction which (i) is not conditioned upon the Closing and/or (ii) Purchaser determines in good faith (A) would, or given by such party or its Representatives would reasonably be expected to, any Governmental Authority materially and of any communication received adversely affect the Target Companies, taken as a whole or given in connection with any proceeding (B) would, or would reasonably be expected to, materially impair the benefits sought to be derived by a private Person, in each case regarding any of Purchaser from the transactions contemplated by this Agreement; Agreement (taking into account, among other things, effects on the assets, business and operations and relationships of both Purchaser and its Subsidiaries (other than the Target Companies) and of the Target Companies and their Subsidiaries), (2) any action requested by any Antitrust Authority, or necessary to resolve any objections that may be asserted by any Antitrust Authority which involves any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Purchaser or any of its Subsidiaries (other than the Target Companies after the Closing (subject to clause (1) of this Section 5.5(f))), including agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of any such Subsidiary, operations, divisions, businesses, product lines, customers or assets, or any other actions that may limit Purchaser’s or any of its Subsidiaries’ (other than the Target Companies after Closing (subject to clause (1) of this Section 5.5(f))) freedom of action with respect to, or its ability to retain, any of its Subsidiaries, operations, divisions, businesses, product lines, customers or assets or (3) any action (either by itself or through any of its Subsidiaries (including the Target Companies following the Closing)) in connection with the Other Insurance Approvals or the Ohio State Insurance Approval that could reasonably be expected to have an adverse effect on Purchaser or any of its Subsidiaries (including the Target Companies following the Closing). (g) Subject to Section 5.5(h), nothing contained in this Section 5.5 or in any other provision of this Agreement shall be construed as requiring Seller or any of its Subsidiaries to agree to any terms or conditions as a condition to, or in connection with, obtaining any necessary consent or approval of any Antitrust Authority or other Governmental Entity or to obtain termination of any applicable waiting period under any Antitrust Laws that would (i) impose any limitations on Seller’s ownership or operation of all or any portion of its or any of its Subsidiaries’ (other than the Target Companies), businesses or assets, or compel Seller or any of its Subsidiaries (other than the Target Companies after the Closing) to sell, divest, hold separate, license, cause a third party to acquire or otherwise dispose of all or any portion of its or any of its Subsidiaries’ (other than the Target Companies), businesses or assets, (ii) impose any obligations on Seller or any of its Subsidiaries (other than the Target Companies after the Closing) in respect of or relating to Seller’s or any of its Subsidiaries’ (other than the Target Companies) facilities, operations, places of business, employment levels, products or businesses, (iii) permit a Representative require Seller or any of its Subsidiaries (other than the other Parties and their respective outside counsel Target Companies after the Closing) to review make any communication given by it to, and consult with each other in advance of any meeting payments or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending impose any meetings or conferencesother obligation, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memorandarestriction, white paperslimitation, filings, correspondence qualification or other written communications explaining condition (including any requirement to terminate any Contract or defending other business relationship) on Seller or any of its Subsidiaries (other than the Target Companies) (any such term or condition in (i) through (iv) being referred to herein as a “Burdensome Term or Condition”). (h) Subject to the proviso below, Seller shall, and shall cause each of its Subsidiaries (including the Target Companies prior to the Closing) to, take any and all actions, and do all things necessary, proper or advisable (including, with the prior consent of Purchaser (which shall not be unreasonably withheld), re-allocating a portion of the consideration to be paid in accordance with Section 2.3 to the LLC Interest) to obtain the approval of, or consent to, the transactions contemplated hereby, articulating by or from the Ohio State Department of Insurance under any regulatory applicable state insurance or competitive argumentsimilar Laws (the “Ohio State Insurance Approval”); provided, and/or responding however, that no such actions shall be taken that could reasonably be expected to requests have an adverse effect on Purchaser or objections made by any Governmental Authorityof its Subsidiaries (including the Target Companies following the Closing).

Antitrust Laws. Without limiting (a) Each of the generality of Section 10.1 Parties shall file its respective Notification and Section 10.3, to the extent Report Form required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, HSR Act with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to by this Agreement with the Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination Division of the applicable waiting periods under Antitrust Laws as soon as practicableUnited States Department of Justice and the Federal Trade Commission and pay the required filing fee no later than five (5) Business Days following the date hereof, including by requesting and request early termination of the waiting period provided for therein. (b) Each of the Parties shall (i) take all actions necessary to obtain the required consents from Antitrust Authorities, including antitrust clearance under the HSR Act and under any other Antitrust Laws. Each party hereto shallLaw, as promptly as practicable, and in any event prior to the Outside Date, and (ii) consult and cooperate with one another in connection with the preparation of their respective Notification and Report Forms, and consider in good faith the views of the other Party, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the Merger or any of the other transactions contemplated by this Agreement initiated by any Antitrust Authority. (c) Each Party shall use its reasonable best efforts to obtain all requisite approvals and authorizations for resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. In the context of this Section 7.3(c), use its commercially “reasonable efforts to: best efforts” shall include, without limitation, the following: (i) cooperate in all respects if Purchaser or the Company or any of their respective Subsidiaries receives a formal request for additional information or documentary material from an Antitrust Authority, Purchaser or the Company or such Subsidiaries, as the case may be, shall comply at the earliest practicable date with such formal request; (ii) Purchaser, Merger Sub or the Company, as the case may be, shall provide the other Party a complete copy of any filing with the Antitrust Authorities (subject to redaction of any material not reasonably needed by the other Party) and each of Purchaser, Merger Sub and the Company shall promptly respond to any request from the other party hereto for information or its Affiliates documentation reasonably requested by the other Party in connection with any filing or submission the development and in connection implementation of a strategy and negotiating positions with any investigation Antitrust Authorities; provided, that access to any such filing, information or documentation will, at such Party’s request be restricted to such other inquiry, including any proceeding initiated Parties’ outside counsel and economists or advisers retained by a private Person; such counsel; (iiiii) keep each Party shall (A) promptly inform the other parties reasonably informed Parties of any written communication made to, or received by such party or its Representatives Party from, any Antitrust Authority or given by such party or its Representatives to, any other Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case Entity regarding any of the transactions contemplated by this Agreement; (iii) hereby, and, subject to applicable Law, if practicable, permit a Representative of the other Parties and their respective outside counsel to review in advance any proposed written communication given by it toto any such Antitrust Authority or other Governmental Entity, as the case may be, and incorporate the other Parties’ reasonable comments, (B) consult with each the other Parties in advance of any substantive meeting or conference with, any Governmental Authority or, in connection discussion with any proceeding by a private Personsuch Antitrust Authority or Governmental Entity in respect of any filing, with any other Personinvestigation or inquiry concerning this Agreement or the transactions contemplated hereby and, and to the extent permitted by such Governmental Antitrust Authority or other PersonGovernmental Entity, give a Representative or Representatives of the other Parties the opportunity to attend attend, and participate in such meetings and conferences; (ivC) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, furnish the other parties hereto shall keep Parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or Governmental Entity or its respective staff on the other hand, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby; provided, articulating that access to any regulatory written communication, meetings, discussions, correspondence or competitive argumentfilings will, and/or responding at such Party’s request, be restricted to requests such other Parties’ outside counsel and economists or objections made advisors retained by such counsel; (iv) Purchaser and Merger Sub shall, at their sole cost, comply with all restrictions and conditions, if any, imposed or requested by any Antitrust Authority with respect to Antitrust Laws in connection with granting any necessary clearance or terminating any applicable waiting period including (1) agreeing to sell, divest, hold separate, license, cause a Third Party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Purchaser, its Affiliates, the Company or any of its Subsidiaries contemporaneously with or after the Closing and regardless as to whether a Third Party purchaser has been identified or approved prior to the Closing (a “Divestiture”), (2) taking or committing to take such other actions that may limit Purchaser, its Affiliates, the Company or any of its Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, product lines, customers or assets, and (3) entering into any order, consent decree or other agreement to effectuate any of the foregoing; and (v) Purchaser and Merger Sub shall oppose fully and vigorously any request for, the entry of, and seek to have vacated or terminated, any Order, judgment, decree, injunction or ruling of any Antitrust Authority that could restrain, prevent or delay the Closing, including by defending through litigation, any action asserted by any Person in any court or before any Antitrust Authority, provided, that the Company shall be permitted to participate (at its cost) in all aspects of the defense of such proceedings and Purchaser and Merger Sub shall be responsible for the payment of their own expenses, including legal fees and expenses, in seeking to prevent the entry of any such Order. (d) Purchaser and Merger Sub shall not unilaterally withdraw its Notification and Report Form without the consent of the Company and the Company agrees that such consent shall not be unreasonably withheld. In the event that Purchaser or Merger Sub withdraws its Notification and Report Form, the Parties agree that the applicable Notification and Report Form shall be re-filed within two (2) Business Days of the date such Notification and Report Form is withdrawn. (e) Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental AuthorityEntity necessary to consummate the Merger or any other transaction contemplated hereby or the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Entity entering an Order prohibiting the consummation of the Merger or any other transaction contemplated hereby; (iii) increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) delay or prevent the consummation of the Merger or any of the other transactions contemplated hereby. (f) Purchaser shall be responsible for the payment of all filing fees under the HSR Act.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. a) Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, Party shall use its commercially reasonable efforts to: (i) as promptly as practicable, take all actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby (the “Antitrust Filings”); (ii) obtain the required consents and clearance from Antitrust Authorities, as promptly as practicable, and in any event prior to the End Date; (iii) use their respective commercially reasonable efforts to comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. (b) Each Party shall use its commercially reasonable efforts to (i) consult and cooperate in all respects with each other party hereto or its Affiliates and consider in good faith the views of the other Party in connection with any filing analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submission and submitted by or on behalf of any party in connection with proceedings under or relating to any investigation or other inquiry, including any proceeding initiated by a private PersonAntitrust Laws; (ii) keep promptly notify the other parties reasonably informed Party of any material written communication made to or received by such party or its Representatives from, or given by such party or its Representatives to, it from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreementhereby, and, subject to applicable Law, if practicable, permit the other Party to review in advance any proposed written communication to any such Antitrust Authority and incorporate the other Party's reasonable comments; and (iii) permit a Representative of consult, to the extent practicable, with the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other Party in advance of any material meeting or conference with, teleconference with any Governmental Authority orEntity and, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted not prohibited by such the Governmental Authority or other PersonEntity, give a Representative or Representatives of the other Parties Party the opportunity to attend and participate in such meetings or teleconferences. (c) Purchasers shall not, and conferencesshall cause their Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period; (ii) in any way increase the risk of any Governmental Entity entering an Order prohibiting or conditioning the consummation of the transactions contemplated hereby; (iii) in any way increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) in any way materially delay or prevent the event a Representative consummation of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. (d) Purchaser shall be responsible for the payment of all filing fees in connection with the Antitrust Filings under the Antitrust Laws.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, (a) Each Party shall use commercially reasonable efforts to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby obtain as promptly as practicablepracticable after the date hereof the authorizations, consents, orders, approvals, actions or non-actions necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement, and for the consummation of the Issuer Transactions and all other transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall (i) use commercially reasonable efforts to supply achieve compliance with, and make, as promptly as reasonably practicable any after the date hereof, all filings required by, the HSR Act and all other applicable Antitrust Laws; (ii) use commercially reasonable efforts to submit as promptly as practicable all additional information and documentary material that may be documents reasonably requested pursuant to by a Governmental Authority under the HSR Act or any other applicable Antitrust Laws Law; and (iii) not take or fail to take any action when such action or failure to act reasonably could be expected to have the effect of materially delaying, impairing or impeding the authorizations, consents, orders, approvals, actions or non-actions of a Governmental Authority necessary for the execution, delivery and performance of this Agreement, and for the consummation of the Issuer Transactions and all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. transactions contemplated hereby. (b) Each party hereto Party shall, in connection with its the efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Lawreferenced in Section 8.4(a), use its commercially reasonable efforts to: efforts, to the extent permitted by law, to (i) cooperate in all respects with each other, including without limitation by supplying to each other party hereto or its Affiliates all reasonably necessary information and documents, in connection with any filing filing, submission, or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Personparty; (ii) keep the other parties reasonably party timely informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, the Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”), or any other United States or foreign Governmental Authority and of any communication received or given and, in connection with any proceeding by a private Personparty, of any communication received from or given to any Person (other than the Representatives or Affiliates of the Parties), in each case regarding any of the transactions contemplated by this Agreementhereby; (iii) permit a Representative of the other Parties and their respective outside counsel to review in advance any communication given by from it toto the FTC, and consult with each the DOJ, or any other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Personparty, to any other Person (other than the Representatives or Affiliates of the Parties); and (iv) consult with the other Parties in advance of any meeting or conference with the FTC, the DOJ, or any other Governmental Authority or, in connection with any proceeding by a private party, with any other PersonPerson (other than the Representatives or Affiliates of the Parties) and, and to the extent permitted by such the FTC, the DOJ, or any other applicable Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; . (ivc) In furtherance and not in limitation of the event a Representative of a party hereto covenants contained in Sections 8.4(a) and 8.4(b), if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any claim, action, suit, proceeding or investigation is prohibited from participating in instituted, or attending any meetings or conferencesthreatened to be instituted, by the FTC, the DOJ, or any other parties hereto applicable Governmental Authority or private party, challenging the Issuer Transactions or any of the other transactions contemplated hereby as violative of any Antitrust Law, or which would otherwise prohibit or materially impair or materially delay the consummation of the Issuer Transactions or other transactions contemplated by this Agreement (an “Antitrust Challenge”), each Party shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate resolve all such Antitrust Challenges so as to permit consummation of the Issuer Transactions and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement (including pursuant to the filing immediately preceding sentence), nothing in this Agreement obligates Issuer, AcqusitionHoldCo or AcquisitionCo (i) to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, Scient’x (or any memorandaof the businesses, white papersproduct lines or assets of Scient’x or its Affiliates), filingsIssuer (or any of the businesses, correspondence product lines or other written communications explaining assets of Issuer or defending its Affiliates), AcquisitionHoldCo (or any of the businesses, product lines or assets of AcquisitionHoldCo or its Affiliates) or AcquisitionCo (or any of the businesses, product lines or assets of AcquisitionCo or its Affiliates); (ii) to alter or restrict materially the business or commercial practices of Issuer, AcquisitionHoldco AcquisitionCo, Scient’x, or any of their respective Affiliates. Notwithstanding anything to the contrary in this Agreement (including pursuant to the immediately preceding sentence), nothing in this Agreement obligates Issuer, AcquisitionHoldco, AcquisitionCo, the Sellers or HPC (i) to change or agree to change the proposed structure of the transactions contemplated herebyhereby (including if such change would cause such Antitrust Challenge to be vacated, articulating lifted, reversed or overturned in a manner that preserves the intended benefits of the transactions contemplated by this Agreement) or (ii) to agree to modify (A) the amount or kind of consideration to be received by the Sellers as provided in this Agreement or (B) any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityof the material terms of this Agreement.

Antitrust Laws. Without limiting (a) Each Party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to cause the generality of Section 10.1 and Section 10.3conditions set forth in Article VI, as the case may be, to be satisfied and to consummate and make effective the extent required under any Laws transactions contemplated by this Agreement and by the Additional Agreements as promptly as practicable. In furtherance and not in limitation of the foregoing, from the date hereof until the Closing Date, the Parties shall use their respective commercially reasonable best efforts to cause to be obtained or to obtain promptly all Governmental Approvals that are designed to prohibitmay be or become necessary for the execution and delivery of, restrict or regulate actions having and consummation of the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees transaction contemplated by this Agreement and by the Additional Agreements. The Parties agree to make all necessary or appropriate filings to obtain such Governmental Approvals as required by any required filing Governmental Authority or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, pursuant to any applicable Law with respect to the transactions contemplated hereby by this Agreement or by the Additional Agreements as promptly as practicable, to supply as promptly soon as reasonably practicable and to supply to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws thereof as soon as reasonably practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, The Parties shall reasonably assist each other in connection with its efforts seeking to obtain all requisite approvals such Governmental Approvals and authorizations for in making all such filings. Notwithstanding the foregoing or any other covenant contained herein, Buyer shall not be required to (nor, without Buyer's written consent, shall Seller or its Affiliates) take or commit to take any action if the taking of such action would reasonably be expected to deprive Buyer of a material benefit or benefits of the transactions contemplated by this Agreement under any Antitrust Lawand by the Additional Agreements, use its commercially reasonable efforts to: taken as a whole (ia "Burdensome Condition"). (b) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiryEach Party shall, including any proceeding initiated by a private Person; (ii) keep the other parties as soon as reasonably informed of any communication received by such party or its Representatives frompracticable, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of notify the other Parties of any material communication it, or any of its Representatives, makes to or receives from any supervisory or Governmental Authority relating to the matters that are the subject of this Agreement or the Additional Agreements and their respective outside counsel permit the other to review any communication given by it to, and consult with each other in advance of any meeting proposed communication by such Party to any supervisory or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to Authority. To the extent permitted by such supervisory or Governmental Authority or other PersonAuthority, each Party agrees to give a Representative or Representatives of the other Parties the a reasonable opportunity to attend and participate at any meeting with any Governmental Authority in such meetings and conferences; (iv) in the event a Representative respect of a party hereto is prohibited from participating in any filings, investigation or attending any meetings or conferencesother inquiry. Subject to Section 5.1, the Parties shall coordinate and cooperate fully with each other parties hereto in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing and in seeking the earliest possible termination of any applicable waiting periods or suspension effects imposed by any Law. Subject to Section 5.1, each Party shall keep such party promptly provide the other Parties with true, correct and reasonably apprised complete copies of all correspondence, filings and material communications between any supervisory or Governmental Authority or members of its staff, on the one hand, and the Parties or any of their Representatives (as the case may be), on the other hand, with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of this Agreement or any memoranda, white papers, filings, correspondence Additional Agreement or other written communications explaining or defending the transactions contemplated herebyhereby or thereby. Upon the terms and subject to the conditions herein provided, articulating including the last sentence of Section 5.3(a), in case at any regulatory time after the Closing Date any further action is necessary or competitive argumentdesirable to secure supervisory approvals or Governmental Approvals from any supervisory or Governmental Authority necessary to carry out the purposes of this Agreement or the Additional Agreements, and/or responding the Parties shall use their commercially reasonable best efforts to requests take or objections made by any Governmental Authoritycause to be taken all such necessary action.

Antitrust Laws. Without limiting the generality of Section 10.1 and Section 10.3, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. a) Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, Party shall use its commercially reasonable efforts to: (i) as promptly as practicable, take all actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby (the “Antitrust Filings”); (ii) obtain the required consents and clearance from Antitrust Authorities, as promptly as practicable, and in any event prior to the End Date; (iii) use their respective commercially reasonable efforts to comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. (b) Each Party shall use its commercially reasonable efforts to (i) consult and cooperate in all respects with each other party hereto or its Affiliates and consider in good faith the views of the other Party in connection with any filing analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submission and submitted by or on behalf of any party in connection with proceedings under or relating to any investigation or other inquiry, including any proceeding initiated by a private PersonAntitrust Laws; (ii) keep promptly notify the other parties reasonably informed Party of any material written communication made to or received by such party or its Representatives from, or given by such party or its Representatives to, it from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreementhereby, and, subject to applicable Law, if practicable, permit the other Party to review in advance any proposed written communication to any such Antitrust Authority and incorporate the other Party’s reasonable comments; and (iii) permit a Representative of consult, to the extent practicable, with the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other Party in advance of any material meeting or conference with, teleconference with any Governmental Authority orEntity and, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted not prohibited by such the Governmental Authority or other PersonEntity, give a Representative or Representatives of the other Parties Party the opportunity to attend and participate in such meetings or teleconferences. (c) Purchasers shall not, and conferencesshall cause their Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period; (ii) in any way increase the risk of any Governmental Entity entering an Order prohibiting or conditioning the consummation of the transactions contemplated hereby; (iii) in any way increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) in any way materially delay or prevent the event a Representative consummation of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. (d) Purchaser shall be responsible for the payment of all filing fees in connection with the Antitrust Filings under the Antitrust Laws.

Antitrust Laws. Without limiting (a) Each Party shall: (i) as promptly as practicable but in no event later than the generality tenth (10th) day following the date hereof, take all actions necessary to file or cause to be filed the filings required of Section 10.1 and Section 10.3, to the extent required it or any of its Affiliates under any applicable Antitrust Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost connection with this Agreement and expense, with respect to the transactions contemplated hereby hereby; (ii) use its best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities, including antitrust clearance under the HSR Act and under any other applicable Antitrust Law, as promptly as practicable, and in any event prior to supply as promptly as reasonably the End Date; (iii) at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request for additional information and or documentary material that may be reasonably requested pursuant received by it or any of its Affiliates from any Antitrust Authority; and (iv) consult and cooperate with the other Party, and consider in good faith the views of such other Party, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other written communications made or submitted by or on behalf of any Party in connection with proceedings under or relating to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the any Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for of the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep Parties shall promptly notify the other parties reasonably informed Party of any written communication made to or received by such party or its Representatives from, or given by such party or its Representatives to, Party from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by hereby. Neither Party shall participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement; (iii) permit a Representative of Agreement or the transactions contemplated hereby unless it consults with the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other Party in advance of any meeting or conference withand, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties Party the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, each Party shall furnish the other parties hereto shall keep Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby. (b) Purchaser shall be responsible for the payment of all filing fees under any Antitrust Laws. Purchaser shall be responsible for the payment of Seller’s and its Affiliates’ expenses, articulating including reasonable legal fees and expenses, in complying with any regulatory request for additional information or competitive argumentdocumentary material from any Antitrust Authority. (c) Purchaser shall not, and/or responding and shall cause its Affiliates not to, acquire or agree to requests acquire, by merging with or objections made into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental AuthorityAuthority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the transactions contemplated hereby; (iii) increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) delay or prevent the consummation of the transactions contemplated hereby.

Antitrust Laws. Without limiting (a) Each of Parent and the generality Company shall: (i) as promptly as practicable, but in no event later than five Business Days from the date hereof, take all actions necessary to file or cause to be filed any filings required of Section 10.1 it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and Section 10.3the transactions contemplated hereby, including the Notification and Report Forms required pursuant to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, HSR Act with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and (including requesting early termination); (ii) use Commercially Reasonable Efforts to take all actions necessary to obtain the required consents from Antitrust Authorities; and (iii) at the earliest practicable date comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of Parent and the Company will (A) promptly notify the other actions reasonably necessaryParties of any written communication made to or received by Parent or the Company, proper or advisable to cause as the expiration or termination case may be, from any Antitrust Authority regarding any of the transactions contemplated hereby, (B) subject to applicable waiting periods under Law, permit the other Parties to review in advance any proposed written communication to any such Antitrust Laws as soon as Authority and incorporate the other Parties’ reasonable comments thereto, (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, including it consults with the other Parties in advance and, to the extent permitted by requesting early termination such Antitrust Authority, gives the other Parties the opportunity to attend, and furnish the other Parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such Antitrust Authority or its respective staff on the waiting period provided for under the Antitrust Laws. Each party hereto shallother hand, in connection each case with its efforts respect to obtain all requisite approvals this Agreement and authorizations for the transactions contemplated hereby. (b) Without limiting the foregoing, Parent shall use Commercially Reasonable Efforts to avoid or eliminate any impediment under any Antitrust Law so as to (i) enable the Parties hereto to close the transactions contemplated by this Agreement under as promptly as possible and (ii) avoid any Antitrust LawAction by any Governmental Entity, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto which would otherwise have the effect of preventing or delaying the Closing beyond the End Date. Notwithstanding the foregoing, nothing contained herein shall require any Party or its Affiliates in connection with any filing to sell, transfer, divest or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed otherwise dispose of any communication received of its assets or to agree to any condition with respect to its ownership and operation of its business or assets or any other business or assets required by such party or its Representatives fromany Antitrust Authority for approval, or given by such party to oppose or its Representatives to, litigate any Governmental Authority and decision of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, the other parties hereto shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Antitrust Authority.

Antitrust Laws. Without limiting (a) Each of Parent and the generality Company shall (or shall cause their Affiliates to): (i) as promptly as practicable, but in no event later than five Business Days from the date hereof, take all actions necessary to file or cause to be filed any filings required of Section 10.1 it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and Section 10.3the transactions contemplated hereby, including the Notification and Report Forms required pursuant to the HSR Act and a pre-merger notification pursuant to subsection 114(1) of the Competition Act (and Parent shall file with its notification a letter submission to the Commissioner of Competition requesting an advance ruling certificate pursuant to subsection 102(1) of the Competition Act or, in lieu thereof, written confirmation that the Commissioner of Competition does not intend, at that time, to apply to the extent required under any Laws that are designed Competition Tribunal pursuant to prohibit, restrict or regulate actions having section 92 of the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”Competition Act), each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, in each case, at such party’s sole cost and expense, both with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party hereto or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Personhereby; (ii) keep use commercially reasonable efforts to take all actions necessary to obtain the required consents from Antitrust Authorities; and (iii) at the earliest practicable date comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority. Each of Parent and the Company will (A) promptly notify the other parties reasonably informed Parties of any written communication made to or received by such party or its Representatives fromeither Parent and/or the Company, or given by such party or its Representatives toas the case may be, from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; hereby, (iiiB) subject to applicable law, permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance any proposed written communication to any such Antitrust Authority and incorporate the other Parties’ reasonable comments thereto, (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any meeting filing, investigation or conference withinquiry concerning this Agreement or the transactions contemplated hereby unless, any Governmental Authority orto the extent reasonably practicable, it consults with the other Parties in connection with any proceeding by a private Personadvance and, with any other Person, and to the extent permitted by such Governmental Authority or other PersonAntitrust Authority, give a Representative or Representatives of gives the other Parties the opportunity to attend attend, and participate in such meetings and conferences; (iv) in the event a Representative of a party hereto is prohibited from participating in or attending any meetings or conferences, furnish the other parties hereto shall keep Parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such party promptly and reasonably apprised Antitrust Authority or its respective staff on the other hand, in each case with respect thereto; to this Agreement and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby. Notwithstanding any requirement in this Section 5.3, articulating to the extent that a Party (the “Supplying Party”) is required to provide any regulatory document or competitive argumentinformation to the other Party (the “Receiving Party”) that contains information that the Supplying Party, and/or responding acting reasonably, deems to requests be competitively-sensitive, in lieu of supplying such document or objections made by information the Supplying Party may provide a redacted version to the Receiving Party removing the competitively sensitive information provided that the Receiving Party also provides a complete, non-redacted version to the Receiving Party’s external legal counsel on an “external counsel only basis” and the Receiving Party does not request and will not receive the redacted information from its legal counsel. (b) Notwithstanding the foregoing, nothing in this Agreement, including without limitation, this Section 5.3, shall require, or be construed to require, Parent to: (i) sell, divest, or otherwise convey any assets, categories, portions or parts of assets or businesses of the Company or its Subsidiaries or Parent or its Affiliates; (ii) license, hold separate or enter into similar arrangements with respect to any assets of the Company, or its Subsidiaries or Parent or its Affiliates; or (iii) alter, modify, terminate or cancel any existing relationships, contracts, rights, obligations, policies or practices of the Company or its Subsidiaries or Parent or its Affiliates, as a condition to obtaining any and all expirations of waiting periods under any Antitrust Laws or consents from any Governmental AuthorityEntity or otherwise.