Common use of Antitrust Laws Clause in Contracts

Antitrust Laws. (a) Buyer shall: (i) as promptly as reasonably practicable 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 required by Buyer, take all actions necessary 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, which Notification and Report shall include a request for early termination of the applicable waiting 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 in 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 the expiration or early termination of the waiting period under the HSR Act, if applicable, and under any other Antitrust Law, as promptly as reasonably practicable; (iv) at the earliest practicable date comply 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 (v) consult and cooperate with the Seller Parties, and consider in good faith the views of the Seller Parties, 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. 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 parties 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 Antitrust Authority, gives outside counsel for the other Parties the opportunity to attend, and furnish outside counsel for 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 other hand, with respect to this Agreement and the transactions contemplated hereby.

Antitrust Laws. (a) Buyer shall: (i) as promptly as reasonably practicable but In furtherance and not in no event later than the fifth (5th) limitation of Section 4.2, within five Business Day following Days after the date hereofof this Agreement, to Parent shall, or shall cause Merger Sub to, on the extent requested in writing by one hand, and the Seller Parties Company shall, or otherwise deemed to be shall cause its subsidiaries to, on the other hand, make any and all filings which are required by Buyer, take all actions necessary to file or cause to be filed any Notification and Report required of it or any of its Affiliates under the HSR Act and any other Antitrust Law with respect to the transactions contemplated by this Agreement. The Company shall furnish to Parent, and Parent shall, and shall cause Merger Sub to, furnish to the Company, such necessary information and reasonable assistance as the other may reasonably request in connection with this Agreement and the Transaction, which Notification and Report shall include a request for early termination its preparation of the applicable waiting period any filing or submission that is necessary under the HSR Act; (ii) as promptly as reasonably practicable following the date hereof, take all actions necessary to file Act 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; (iii) use reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities, including the expiration or early termination of the waiting period under the HSR Act, if applicable, and under any other Antitrust Law. The Company shall promptly inform Parent, and Parent shall promptly inform the Company, as promptly as reasonably practicable; (iv) at the earliest practicable date comply with to any formal material communications with, and any inquiries or informal request requests for additional information from, the United States Federal Trade Commission and the United States Department of Justice; to the extent practicable, Parent and the Company shall each permit the Company or documentary material received by it or any of its Affiliates from any Antitrust Authority; and Parent (vas the case may be) consult and cooperate with the Seller Parties, to review in advance and consider in good faith the views of the Seller Parties, other Party’s reasonable comments in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted communication given by or on behalf of any Party in connection with proceedings under or relating it to any Antitrust Laws. The Seller Parties shall (x) as promptly as practicable following the date hereofGovernmental Entity, 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 parties 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 there are any meetings or substantive telephone or video calls with any Governmental Entity, the Company and Parent shall each permit the other to attend such meetings or calls unless prohibited by such Antitrust Authority, gives Governmental Entity; provided that materials required to be provided pursuant to this Section 4.4 may be restricted to outside counsel for and may be redacted (i) to remove references concerning the other Parties valuation of the opportunity Company, (ii) as necessary to attendcomply with contractual arrangements, and furnish outside counsel for (iii) as necessary to address legal privilege concerns. Each Party shall use its respective Reasonable Efforts to comply as promptly as possible with any such inquiry or request. Each Party hereby covenants and agrees to use Reasonable Efforts to secure termination of any waiting periods under the other Parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand HSR Act and any other Antitrust Law, to obtain the approval of any Governmental Entity necessary to consummate the transactions contemplated hereby and to resolve such Antitrust Authority or its respective staff on the other handobjections, if any, as may be asserted by any Governmental Entity with respect to this Agreement and the transactions contemplated hereby; provided, however, that nothing contained herein shall require Parent, Merger Sub or any of their respective affiliates to (a) agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that could limit its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets, or (b) litigate, pursue or defend against any administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the transactions contemplated hereby as violative of any Antitrust Law. Parent and the Company shall each be responsible for 50% of the filing fees payable under the HSR Act and any other Antitrust Law. The Parties acknowledge and agree that the Company’s liability for 50% of the fees as described in the foregoing sentence shall be included as an accrued liability in the Final Statement for purposes of determining Closing Net Working Capital to the extent that the Company has not paid such fees prior to the Closing.

Antitrust Laws. (a) The Buyer shall: (i) as promptly as reasonably practicable 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 required by Buyer, take all actions necessary 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, which Notification and Report shall include a request for early termination of the applicable waiting 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 in 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 the expiration or early termination of the waiting period under the HSR Act, if applicable, and under any other Antitrust Law, as promptly as reasonably practicable; (iv) at the earliest practicable date comply 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 (v) consult and cooperate with the Seller PartiesParent, and consider in good faith the views of the Seller PartiesParent’s views, 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. 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, appearancesmeetings, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings Proceedings under or relating to any Antitrust Laws. Each of Buyer and the Seller Parties will promptly notify outside counsel for the other parties hereto of any written communication made to or received by either Buyer and/or the Seller PartiesLaw; provided, as the case may behowever, 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 Antitrust Authority, gives outside counsel for the other Parties the opportunity to attend, and furnish outside counsel for 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 other handthat, with respect to this Agreement any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, the Buyer need not supply Seller Parent with copies (or in case of oral presentations, a summary). The Buyer will promptly provide Seller Parent with all information necessary for Seller Parent to submit filings required by any Antitrust Law, and any information necessary to respond to any supplemental requests for information by any Governmental Authority. The Buyer shall pay all fees and expenses of filings under any Antitrust Law. The Buyer will notify Seller Parent promptly upon the receipt of (i) any comments from any officials of any Governmental Authority in connection with any filings made under any Antitrust Law and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to, or information provided to comply with, any Antitrust Laws in all material respects. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made under an Antitrust Law, the Buyer will promptly inform Seller Parent of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. The Buyer shall use its reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated herebyby this Agreement under the Antitrust Laws. The Buyer shall use its reasonable efforts to take such action as may be required to cause the expiration or termination of the waiting or notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.1 shall limit the Buyer’s right to terminate this Agreement pursuant to Section 11.2 so long as the Buyer has until such date complied in all material respects with its obligations under this Section 6.1.

Antitrust Laws. (a) Buyer Each of Parent, PCP and the Company shall: (i) as promptly as reasonably practicable but in no event later than the fifth (5th) Business Day following the date hereofon December 18, to the extent requested in writing by the Seller Parties or otherwise deemed to be required by Buyer, take all actions necessary 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, which Notification and Report shall include a request for early termination of the applicable waiting period under the HSR Act; (ii) as promptly as reasonably practicable following the date hereof2017, 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 Transactiontransactions contemplated hereby, including the Notification and Report Forms required pursuant to the HSR Act (and, in connection therewith, request early termination); (iiiii) use reasonable best efforts to take all actions necessary to obtain HSR Clearance and any other consents required from any Governmental Body or authority having jurisdiction with respect to the required consents from transactions contemplated hereby pursuant to applicable Antitrust Laws (“Antitrust Authorities, including the expiration or early termination of the waiting period under the HSR Act, if applicable, ”); and under any other Antitrust Law, as promptly as reasonably practicable; (iviii) at the earliest practicable date 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; and (v) consult and cooperate with the Seller Parties, and consider in good faith the views of the Seller Parties, 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. 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 Parent, PCP and the Seller Parties will Company will: (A) promptly notify outside counsel for the each other parties hereto of any substantive written communication made to or received by either Buyer and/or Parent, PCP or the Seller PartiesCompany, as the case may be, from any Antitrust Authority regarding any of the Transaction, and, transactions contemplated hereby; (B) subject to applicable Law, if practicablelaw, permit outside counsel for the each other parties hereto to review in advance any proposed substantive written communication to any such Antitrust Authority and incorporate the other parties’ reasonable comments, 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, it consults with outside counsel for the other parties hereto Party in advance and, to the extent permitted by such Antitrust Authority, gives outside counsel for the other Parties Party the opportunity to attend, attend and (D) furnish outside counsel for the each other Parties with copies of all substantive correspondence, filings and written communications between them such Party and their Affiliates and their respective Representatives Agents, on one hand hand, and any such Antitrust Authority or its respective staff staff, on the other hand, in each case, with respect to this Agreement and the transactions contemplated herebyhereby (provided, however, that the Parties shall not be required to share the Notification and Report Form filings made under the HSR Act and that any information may be deemed outside counsel only).

Antitrust Laws. (a) Each of Buyer, Buyer shall: Parent and Sellers will (i) as promptly as reasonably practicable but in no event later than cause the fifth (5th) Business Day following the date hereof, Notification and Report Forms required pursuant to the extent requested in writing by HSR Act with respect to the Seller Parties or otherwise deemed to be required by Buyer, take all actions necessary to file or cause transactions contemplated hereby to be filed any Notification and Report required as soon as possible, but no later than eight (8) Business Days after the date of it or any execution of its Affiliates under the HSR Act in connection with this Agreement and the TransactionAgreement, which Notification and Report shall include a request for early termination of the applicable waiting 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 in 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 the expiration or request early termination of the waiting period under relating to such HSR Act filings, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to the HSR Act, if applicable, and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under any other Antitrust Law, the HSR Act with respect to the transactions contemplated hereby as promptly soon as reasonably practicable; . The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party and Buyer Parent shall promptly inform the other Parties of any material communication between itself (ivincluding its Representatives) at and any Governmental Entity regarding any of the earliest practicable date comply with transactions contemplated hereby. If a Party, Buyer Parent or any of its respective Affiliates receives any formal or informal request for additional supplemental information or documentary material received by it or any of its Affiliates from any Antitrust Authority; and Governmental Entity with respect to the transactions contemplated hereby, then such Party (vor Buyer Parent, if applicable) consult and cooperate with the Seller Partiesshall make, and consider in good faith the views of the Seller Parties, 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. The Seller Parties shall (x) as promptly as practicable following the date hereof, take all actions necessary to file or cause to be filed made, as soon as reasonably practicable, a response in compliance with such request (subject to the terms hereof). Buyer and Buyer Parent shall, and shall cause its respective Affiliates to, pay all fees and make other payments required by applicable Law to any filings required of it Governmental Entity in order to obtain any such approvals, consents, or any of orders, otherwise each Party and Buyer Parent shall pay its Affiliates own preparation costs and expenses; provided, however, the fees and expenses incurred by the Acquired Entities under any other applicable Antitrust Laws in connection with this Agreement and the Transaction Section 7.2 (other than under expressly excluding the HSR Act); and (yfiling fees) 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 related to any Antitrust Laws. Each of Buyer and the Seller Parties will promptly notify outside counsel for the other parties 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 Antitrust Authority, gives outside counsel for the other Parties the opportunity to attend, and furnish outside counsel for 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 other hand, with respect to this Agreement and the transactions contemplated herebyshall be a Transaction Expense.

Antitrust Laws. (a) Each of Buyer and the Company shall: (ia) as promptly as reasonably practicable practicable, but in no event later than the fifth (5th) ten Business Day following the date hereof, to the extent requested in writing by the Seller Parties or otherwise deemed to be required by Buyer, take all actions necessary 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, which Notification and Report shall include a request for early termination of the applicable waiting period under the HSR Act; (ii) as promptly as reasonably practicable following Days after the date hereof, take all actions necessary to file or cause to be filed any filings the Notification and Report Forms required of it or any of its Affiliates under any other applicable Antitrust Laws pursuant to the HSR Act (and, in connection with this Agreement and therewith, such Parties shall request early termination to the Transactionextent permitted by the FTC or DOJ); (iiib) use reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities, including cause the expiration or early termination of the applicable waiting period under the HSR Act, if applicable, Act and under obtain any other consents required from any Governmental Authority or authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Law, as promptly as reasonably practicableLaws (“Antitrust Authorities”); and (ivc) at the earliest practicable date 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; and (v) consult and cooperate with provided that in the Seller Parties, and consider in good faith event that the views of the Seller Parties, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made FTC or submitted by DOJ is closed or 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 not accepting such 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 ActAct (“Government Closure”) at any time during the Antitrust Filing Period, such Antitrust Filing Period shall be extended, day-for-day, for each Business Day the Government Closure is in effect. If, prior to the Closing a merger control inquiry is initiated by a Governmental Authority listed in Schedule 6.4, approval in that jurisdiction, or confirmation that the inquiry has ended (for which an email from the Governmental Authority stating that it has no further questions will be sufficient); and (y) consult and cooperate with Buyer, and consider in good faith will be deemed a condition to 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 Parties’ obligation to effect the Closing under or relating to any Antitrust LawsSection 2.7(a). Each of Buyer and the Seller Parties will Company shall: (i) promptly notify outside counsel for the each other parties hereto of any written communication made to or received by either Buyer and/or or the Seller PartiesCompany, as the case may be, from any Antitrust Authority regarding any of the Transaction, and, transactions contemplated hereby; (ii) subject to applicable Law, if practicable, permit outside counsel for the each other parties hereto to review in advance any proposed written communication to any such Antitrust Authority and incorporate the other parties’ reasonable comments, comments thereto; (iii) 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, unless it consults with outside counsel for the other parties hereto Party in advance and, to the extent permitted by such Antitrust Authority, gives outside counsel for the other Parties Party the opportunity to attend, ; and (iv) furnish outside counsel for the each other Parties with copies of all correspondence, filings and written communications between them such Party and their Affiliates and their respective Representatives Representatives, on one hand hand, and any such Antitrust Authority or its respective staff staff, on the other hand, in each case, with respect to this Agreement and 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 redacted before being provided to the other Party (A) to remove references concerning the valuation of the Company or Buyer’s future plans for the Company, (B) as necessary to comply with contractual arrangements and (C) as necessary to address reasonable privilege or confidentiality concerns. Without limiting the foregoing, Buyer shall take all steps necessary or prudently advisable to avoid or eliminate any impediment under any Antitrust Law so as to enable the Parties hereto to close the transactions contemplated by this Agreement as promptly as possible and avoid any lawsuit by any Governmental Authority which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. Buyer’s obligations hereunder shall include Buyer and its Affiliates proposing or agreeing to sell, hold separate, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company Group or any of their respective Affiliates, and taking any other actions as may be requested or required by the United States Department of Justice Antitrust Division or the United States Federal Trade Commission or any other Governmental Authority, in each case, to permit the closing of the transactions contemplated by this Agreement as promptly as practicable after the date hereof and in any event prior to the Outside Date, including contesting administratively or in court, any ruling, order or other action of any Antitrust Authority or any other Person in respect of the transactions contemplated by this Agreement, provided that, notwithstanding anything in this Agreement to the contrary, neither Buyer nor any of its Affiliates shall be required to take, or cause to be taken, any action or actions that, individually or in the aggregate, would have or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of (x) the Business or the Company Group, taken as a whole, or (y) Buyer and its Affiliates, taken as a whole (but deemed for purposes of this clause (y) to be a Person 100% of the size of the Business) (any of the foregoing, a “Burdensome Effect”). Prior to the Closing, Seller and the Company Group will provide all reasonable cooperation requested to assist Buyer in connection with any sale, hold separate, divestiture, discontinuance or limit, or any other action as may be required or required by the United States Department of Justice Antitrust Division or the United States Federal Trade Commission or any other Governmental Authority, involving the Company Group. Buyer and the Company shall not, and shall cause its respective Affiliates not to, enter into any agreement with any Antitrust Authority or extend any waiting period under the HSR Act or any other Antitrust Laws without the prior written consent of the other Party (such consent not be unreasonably conditioned, delayed or withheld). Buyer shall not (and shall cause its Affiliates not to) take or fail to take any action that is intended to or has (or would reasonably be expected to have) the effect of preventing, impairing, materially delaying (x) the consummation of the transactions contemplated by this Agreement, including (1) imposing any material delay in the obtaining of, or materially increasing the risk of not obtaining, any authorization, consent, order, declaration or approval of any Antitrust Authority necessary to consummate the Share Purchase or the expiration or termination of any applicable waiting period, (2) materially increasing the risk of any Antitrust Authority entering an order prohibiting the consummation of the Share Purchase, (3) materially increasing the risk of not being able to remove any such order on appeal or otherwise or (4) materially delaying or preventing the consummation of the Share Purchase or (y) the ability of Buyer to fully perform its covenants and other obligations in this Agreement. To the extent not in conflict with the foregoing or anything else in this Agreement, Buyer shall have the right to determine the strategy regarding authorizations, consents, orders, declarations or approvals of any Governmental Authority or the expiration or termination of any applicable waiting period necessary to consummate the transactions contemplated by this Agreement.

Antitrust Laws. (a) Buyer shall: (i) As soon as promptly as reasonably practicable but in no event later than the fifth (5th) Business Day following after the date hereofof the Letter Agreement, Microsoft and Yahoo! will file with the U.S. Federal Trade Commission, the U.S. Department of Justice and other applicable agencies the notification and report form pursuant to the extent requested in writing by Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Seller Parties “HSR Act”), or otherwise deemed other applicable forms with respect to be the License Transaction and make all other filings required by Buyer, take all actions necessary applicable foreign Antitrust Laws (provided that the filing of a notification and report form pursuant to file or cause to be filed any Notification and Report required of it or any of its Affiliates under the HSR Act will be made in any event within fifteen (15) business days of the date of this Letter Agreement). Notwithstanding anything in this Letter Agreement to the contrary, Microsoft agrees that it shall use its best efforts to obtain any consents, clearances or approvals required under or in connection with this Agreement and the Transaction, which Notification and Report shall include a request for early termination of the applicable waiting 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 in 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 the expiration or early termination of the waiting period under the HSR Act, if applicablethe Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, the European Commission Council Regulation (EC) No. 139/2004, Articles 81 and 82 of the Treaty of Rome, and under any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade, or the significant impediment of effective competition, or for the control of mergers (collectively “Antitrust Law, as promptly as reasonably practicable; (iv) at the earliest practicable date comply 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 (v) consult and cooperate with the Seller PartiesLaws”), and consider in good faith the views of the Seller Partiesto enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate each and every impediment under applicable Antitrust Laws asserted by any governmental entity or private party, in connection with any analyseseach case, appearancesto cause the transactions contemplated hereby to occur prior to the Termination Date. Such best efforts shall include, 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. The Seller Parties shall (x) as promptly as practicable following the date hereof, take all actions if necessary to file obtain clearance by any governmental entity before the Termination Date, offering, negotiating, or cause committing to be filed any filings required restrictions on the activities of it or any of Microsoft and its Affiliates under any other applicable Antitrust Laws subsidiaries in connection with this Agreement search and the Transaction (other than under the HSR Act); paid search and (y) consult contesting and cooperate with Buyer, defending any threatened or pending litigation in any court of competent jurisdiction and consider in good faith any threatened or pending administrative or regulatory investigation or proceeding under 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 parties 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 Antitrust Authority, gives outside counsel for the other Parties the opportunity to attend, and furnish outside counsel for 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 other hand, with respect to this Agreement and the transactions contemplated hereby.

Antitrust Laws. (aSellers and Buyer agree to make, and to cause their Affiliates to make, any necessary filings under the HSR Act and under PROJECT EMERALD – PURCHASE AND SALE AGREEMENT PAGE 47 the Laws relevant to the filings listed in Section 2.4(a) Buyer shall: (i) of the Disclosure Schedule as promptly as reasonably practicable but in no event later than after execution of this Agreement. Buyer shall, and shall cause its Affiliates to, respond at the fifth (5th) Business Day following earliest practicable date with any request under the date hereofHSR Act or any other antitrust Laws to provide information, documents or other materials requested by any Governmental Body. Buyer shall, and shall cause its Affiliates to the extent requested in writing by the Seller Parties or otherwise deemed to be required by Buyer, take all actions necessary to, (A) resolve as soon as practicable objections, if any, asserted by any Governmental Body with respect to file this Agreement or cause to be filed the transactions contemplated by this Agreement and (B) obtain promptly all consents, approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or Orders from any Notification and Report required of it or any of its Affiliates under the HSR Act Governmental Body necessary in connection with the consummation of the transactions contemplated by this Agreement and Agreement, including to secure the Transaction, which Notification and Report shall include a request for early termination or expiration of the applicable waiting period and all requisite clearances and approvals under the HSR Act; Act and any other antitrust Laws (iicollectively, the “Antitrust Conditions”) as promptly as reasonably practicable following and in any event on or prior to the date hereofEnd Date, take all actions necessary without challenge by any Governmental Body, and otherwise resolve any objections, if any, asserted by any Governmental Body with respect to file this Agreement or cause the transactions contemplated by this Agreement, including, but not limited to, by (x) seeking to prevent the initiation of, and defending any Proceeding challenging this Agreement or the consummation of the transactions contemplated hereby, (y) avoiding the entry of, or causing to be filed lifted or rescinded any filings required of it injunction, judgment, order or ruling entered by any of its Affiliates under any other applicable Antitrust Laws in connection with this Agreement and Governmental Body adversely affecting the Transaction; (iii) use reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities, including the expiration or early termination ability of the waiting period under Parties to consummate the HSR Act, if applicabletransactions contemplated by this Agreement, and under (z) divesting or holding separate any other Antitrust Lawassets or voting securities, as promptly as reasonably practicable; (iv) at terminating or modifying any existing relationships or contractual rights, or entering into a consent decree order requiring the earliest practicable date comply with divestiture or holding separate of any formal assets or informal request for additional information voting securities or documentary material received by it the termination or any modification of its existing relationships and contractual rights. Further, each of Buyer and Sellers shall, and shall cause their Affiliates from any Antitrust Authority; and (v) consult to, coordinate and cooperate with the Seller Partiesother in connection with efforts to obtain all consents, approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or orders from any Governmental Body necessary in connection with the consummation of the transactions contemplated by this Agreement, including satisfying the Antitrust Conditions which shall include (1) cooperating in all respects with the other in connection with any investigation or other inquiry, (2) keeping the other promptly informed of any material communication from any Governmental Body, including the Federal Trade Commission or U.S. Department of Justice or similar foreign Governmental Body regarding any of the transactions contemplated hereby, (3) providing the other and its advisors with a reasonable opportunity to (I) review and comment upon any proposed communication with any Governmental Body and consider in good faith the views of the Seller Parties, other in connection with any analysesanalysis, appearancesappearance, presentationspresentation, memorandamemorandum, briefsbrief, argumentsargument, opinions and proposals opinion, proposal or other communication to be made or submitted by or 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 analysesrequest, appearancesinquiry, presentationsinvestigation, memorandaaction or legal proceeding of a Governmental Body, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection (II) consult with proceedings under or relating the other prior to any Antitrust Laws. Each of Buyer and the Seller Parties will promptly notify outside counsel for the other parties 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 conference with any such Antitrust Authority in respect of any filingGovernmental Body, 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, (III) to the extent permitted by such Antitrust AuthorityGovernmental Body, gives outside counsel for the other Parties the opportunity to attendattend and participate in such meetings or conferences, and furnish outside counsel for 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 other hand, with respect to this Agreement and the transactions contemplated hereby.(IV) providing

Antitrust Laws. (a) Buyer shall: and the Seller agree to make, and to cause their Affiliates to make, any necessary filings under any applicable Competition Law as soon as practicable after execution of this Agreement. Each Party will, and will cause its Affiliates to, comply at the earliest practicable date with any request under any applicable Competition Law to provide information, documents or other materials requested by any Governmental Authority. Each Party will, and will cause its Affiliates to, use their commercially reasonable efforts to (i) resolve as promptly soon as reasonably practicable but in no event later than objections, if any, asserted by any Governmental Authority with respect to this Agreement or the fifth (5th) Business Day following the date hereof, to the extent requested in writing transactions contemplated by the Seller Parties or otherwise deemed to be required by Buyer, take all actions necessary 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, which Notification and Report shall include a request for early termination (ii) obtain expiration of the applicable waiting period and all requisite clearances and approvals under such applicable Competition Laws (collectively, the HSR Act; (ii“Antitrust Conditions”) as promptly as reasonably practicable following and in any event on or before March 15, 2022 (or until June 15, 2022, if Buyer’s Board of Directors (in its sole discretion) has extended the period of time to consummate a business combination in accordance with its Organizational Documents, or such later date hereof, take all actions necessary to file or cause to be filed any filings required of it or any as Buyer (under the authority of its Board of Directors) and the Seller may mutually agree, 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. Further, each Party will, and will cause its Affiliates under any to, coordinate and cooperate with the other applicable Antitrust Laws Parties in connection with this Agreement and the Transaction; (iii) use reasonable best their efforts to take all actions necessary to obtain satisfy the required consents from Antitrust AuthoritiesConditions or otherwise in connection with the requirements of this Section 6.03(b), including (A) cooperating in all respects with the expiration or early termination of the waiting period under the HSR Act, if applicable, and under any other Antitrust Law, as promptly as reasonably practicable; (iv) at the earliest practicable date comply Parties in connection with any formal investigation or informal request for additional information or documentary other inquiry, (B) keeping the other Parties promptly informed of any material communication received by it such Party or any of its Affiliates from any Antitrust Authority; and (v) consult and cooperate with the Seller Parties, and consider in good faith the views of the Seller Parties, 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. 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 Governmental Authority regarding 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 parties 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 unlesshereby, to the extent reasonably practicable, it consults with outside counsel for (C) providing the other parties hereto in advance andParties and their advisors with a reasonable opportunity to (1) review any proposed communication by such Party or its Affiliates with any Governmental Authority, (2) consult with such Party before any meeting or conference with any Governmental Authority, (3) to the extent permitted by such Antitrust Governmental Authority, gives outside counsel attend and participate in such meetings or conferences, and (4) providing such other information and assistance as such Party may reasonably request in connection with the foregoing. Buyer and the Seller will each be responsible for the other Parties the opportunity to attend, and furnish outside counsel for the other Parties with copies payment of one-half of all correspondencefiling fees under any applicable Competition Law. Notwithstanding anything to the contrary in this Agreement, filings and written communications between them and their Affiliates and their respective Representatives on one hand and if any such Antitrust Authority objections are raised or its respective staff on the other hand, asserted with respect to this Agreement and the transactions contemplated hereby under any applicable Competition Law or if any Proceeding is instituted (or threatened to be instituted) by any Governmental Authority challenging the transactions contemplated hereby as being in violation of any applicable Competition Law, or which would otherwise prevent, impede, or delay the consummation of the transactions contemplated hereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or actions so as to permit the consummation of the transactions contemplated hereby as soon as reasonably practicable; provided that, and notwithstanding anything to the contrary set forth herein, no Party will be required to enter into any Contracts or take any other actions to resolve any such objections or actions if such a Contract or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of the transactions contemplated hereby, (ii) result in the transactions contemplated hereby being rescinded, (iii) require or compel Buyer to divest, dispose of, license, or hold separate any portion of the business, operations, assets, or product lines of Buyer or its Affiliates, or (iv) restrict, prohibit or limit the ability of Buyer or any of its Affiliates to conduct their business. In no event shall Buyer or any of its Affiliates be obligated to (x) enter into any settlement, undertaking, consent decree, stipulation or Contract with any Governmental Authority in connection with the transactions contemplated hereby or (y) litigate or participate in the litigation of any Proceeding, whether juridical or administrative, brought by any Governmental Authority challenging or seeking to restrain, prohibit, or place conditions on the consummation of the transactions contemplated hereby or the ownership or operation by Buyer or any of its Affiliates of all or a portion of their respective businesses.

Antitrust Laws. Each of the Buyer and the Company shall or shall cause its ultimate parent entity (as that term is defined in the HSR Act and as determined at the time of the Closing) to: (a) Buyer shall: (i) as promptly soon as reasonably practicable but and, in no event later than the fifth any event, within ten (5th10) Business Day Days following the date hereof, to the extent requested in writing by the Seller Parties or otherwise deemed to be required by Buyerhereof (“HSR Filing Period”), take all actions necessary to file or cause to be filed any Notification the notification and Report report forms required of it pursuant to the HSR Act; provided that in the event that the FTC or any of its Affiliates DOJ is closed or not accepting such filings under the HSR Act in connection with this Agreement and the Transaction, which Notification and Report shall include a request for early termination of the applicable waiting period under (“Government Closure”) at any time during the HSR ActFiling Period, the HSR Filing Period shall be extended, day for day, for each Business Day the Government Closure is in effect; (iib) as promptly as reasonably practicable following subject to the date hereoflimitations set forth herein (including the limits set forth in the third to last sentence of this Section 7.8), take all actions necessary to file obtain HSR Clearance and any other consents required from any Governmental Authority having jurisdiction with respect to the Contemplated Transactions pursuant to applicable Antitrust Laws (“Antitrust Authorities”) 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 Governmental Authority; and the Transaction; (iii) use reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authorities, including the expiration or early termination of the waiting period under the HSR Act, if applicable, and under any other Antitrust Law, as promptly as reasonably practicable; (ivc) at the earliest practicable date comply with date, provide an appropriate response to any formal or informal reasonable written request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority or other applicable Governmental Authority. The Parties shall: (i) promptly notify each other and Parent of any substantive written communication made to or received by either of the Parties, as the case may be, from any Antitrust Authority or other applicable Governmental Authority regarding the Contemplated Transactions; (ii) subject to applicable Law, permit each other and Parent to review in advance any proposed substantive written communication to any such Antitrust Authority or other applicable Governmental Authority and incorporate reasonable comments thereto; (iii) not agree to participate in any substantive in-person or telephonic meeting or discussion with any such Antitrust Authority or other applicable Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Contemplated Transactions unless, to the extent reasonably practicable, it consults with the other Party and Parent in advance and, to the extent permitted by such Antitrust Authority or other applicable Governmental Authority, gives the other Party or its Representative and Parent or its Representatives the opportunity to attend; and (viv) furnish each other and Parent with copies of all substantive correspondence, filings and written communications between either of the Parties, as applicable, and their Affiliates and their respective Representatives, on one hand, and any such Antitrust Authority, Governmental Authority or their respective staffs, on the other hand, in each case, with respect to this Agreement or the Contemplated Transactions; provided, however, that neither of the Parties shall be required to share filings made under the HSR Act; and provided, further, that materials may be redacted before being provided by any of the Parties or Parent to any of the other Parties or Parent (x) to remove references concerning the valuation of Hemisphere, the Company and their respective Subsidiaries or individual customer pricing information, (y) as necessary to comply with contractual arrangements or applicable Laws and (z) as necessary to avoid disclosure of other competitively sensitive information or to address reasonable privilege or confidentiality concerns. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the others under this Section 7.8 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 written consent of the Party or entity providing such materials. Subject to applicable Law, the Parties will consult and cooperate with the Seller Parties, each other and consider in good faith the views of the Seller Parties, Parent in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted to any Governmental Authority regarding the Contemplated Transactions by or on behalf of any Party in connection with proceedings under Party. Notwithstanding the foregoing or relating to any Antitrust Laws. The Seller Parties shall provision of this Agreement, the Buyer and its Affiliates (x) as promptly as practicable including, following the date hereofClosing, take all actions necessary the Company’s and its Subsidiaries’) shall not be required to file (A) divest, hold separate, sell, license, discontinue or cause otherwise limit its or their ability to be filed any filings required of it or use any of its or their businesses, product lines, equity holdings, Contracts, services, assets or operations, or any business, product lines, equity holdings, Contracts, services, assets or operations, including, without limitation, of the Company and its Subsidiaries, (B) accept or implement the imposition of any limitation or regulation on the ability of the Buyer and its Affiliates to freely conduct its and their (and following the Closing, the Company’s or its Subsidiaries’) businesses or to own, control, or retain the securities of any of the Company or its Subsidiaries unless such limitation or regulation is not material to the businesses of the Company and its Subsidiaries, and the business of the Buyer and its Subsidiaries that is substantially the same as the Service, taken as a whole, (C) oppose any Action filed or initiated by any Person challenging or that could result in a challenge to the lawfulness of the Contemplated Transactions, or (D) submit to any Order providing for any of the foregoing actions. Further, notwithstanding anything in this Agreement to the contrary, the Buyer shall determine the strategy to be pursued for obtaining and lead the effort to obtain all requisite approvals, orders and authorizations 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 parties hereto of any written communication made to or received by either Buyer and/or the Seller Parties, as the case may be, Contemplated Transactions from any Antitrust Authority regarding or other applicable Governmental Authority. Each of the Transaction, and, subject to applicable Law, if practicable, permit outside counsel Seller and the Buyer shall bear fifty percent (50%) of all filing fees for the other parties hereto to review in advance any proposed written communication to any such Antitrust Authority and incorporate filing under 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 HSR Act for the other parties hereto in advance and, to the extent permitted by such Antitrust Authority, gives outside counsel for the other Parties the opportunity to attend, and furnish outside counsel for 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 other hand, with respect to this Agreement and the transactions contemplated herebyContemplated Transactions.

Antitrust Laws. (a) Buyer shall: (i) as promptly as reasonably practicable but in no event later than the fifth (5th) Business Day following the date hereof, If a filing with respect to the extent requested in writing by the Seller Parties or otherwise deemed to be Merger is required by Buyer, take all actions necessary 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, which Notification and Report shall include a request for early termination of the applicable waiting period under the HSR Act; (ii) as promptly as reasonably practicable following the date hereof, take all actions necessary to file or each of Company and Parent shall cause to be filed any filings required made an appropriate filing of it or any all pre-merger notification and report forms pursuant to the HSR Act no later than ten (10) Business Days after the date of its Affiliates under any other applicable Antitrust Laws in 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 the expiration or Agreement. Each such filing shall request early termination of the waiting period under imposed by the HSR Act. Prior to making any filing pursuant to the HSR Act, if applicable, each of Company and under any Parent shall provide the other Antitrust Law, Party with all drafts thereof and afford the other Party a reasonable opportunity to comment on such drafts. Company and Parent shall use their respective commercially reasonable efforts to respond as promptly as reasonably practicable; practicable to any inquiries received from the Federal Trade Commission (ivthe "FTC") at or the earliest practicable date comply with any formal or informal request Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentary material documentation and to respond as promptly as reasonably practicable to all inquiries and requests received by it or any of its Affiliates from any Antitrust Authorityother Governmental Authority in connection with antitrust matters; provided, that nothing contained in this Agreement shall be deemed to preclude either Company or Parent from negotiating reasonably and (v) consult and cooperate with the Seller Parties, and consider in good faith the views of the Seller Parties, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions Governmental Authority regarding the scope and proposals made or submitted by or on behalf content of any Party in connection with proceedings under such requested information or relating documentation, provided that such negotiations are conducted promptly and diligently. Company and Parent shall use their respective commercially reasonable efforts to overcome any objections that may be raised by the FTC, the 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 Division 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 LawsGovernmental Authority having jurisdiction over antitrust matters. Each of Buyer Parent and the Seller Parties will promptly notify outside counsel for Company shall keep the other parties hereto Party promptly apprised of any written communication made communications with, and inquiries or requests for information from, any such Governmental Authority, including promptly providing 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 Party copies of any such written communications, and shall consult with the other Party in advance of 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 conference with any such Antitrust Governmental 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, (and to the extent permitted by such Antitrust the applicable Governmental Authority, gives outside counsel for give the other Parties Party the opportunity to attend, attend and furnish outside counsel for 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 participate in any such Antitrust Authority meeting or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated herebyconference).

Antitrust Laws. (a) Buyer shall: (i) The Parties agree to make, and to cause their Affiliates to make, any necessary filings under the Xxxx-Xxxxx-Xxxxxx Act and any other applicable antitrust Laws as promptly soon as reasonably practicable but in and no event later than ten Business Days after the fifth date hereof (5th) provided that the Parties will use their respective reasonable best efforts to make such filings no later than five Business Day following Days after the date hereof, to the extent requested in writing by the Seller Parties or otherwise deemed to be required by Buyer, take all actions necessary 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), which Notification and Report filings shall include a request for early termination of the applicable waiting period under the HSR Act; (ii) as promptly as reasonably practicable following the date hereofXxxx-Xxxxx-Xxxxxx Act and any other antitrust Laws. The Parties shall, take all actions necessary to file or and shall 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; (iii) use reasonable best efforts to take all actions necessary to obtain the required consents from Antitrust Authoritiesto, including the expiration or early termination of the waiting period under the HSR Act, if applicable, and under any other Antitrust Law, as promptly as reasonably practicable; (iv) comply at the earliest practicable date comply with any formal request under the Xxxx-Xxxxx-Xxxxxx Act or, if applicable, such other antitrust Laws to provide information, documents or informal request for additional information other materials requested by any Governmental Authority. The Parties shall, and shall cause its Affiliates to use their reasonable best efforts to respond to any questions or documentary any objections asserted by any Governmental Authority with respect to this Agreement or the Transactions and to resolve as soon as practicable. The Parties shall, and shall cause its Affiliates to, coordinate and cooperate with each other in connection with their efforts to respond to any questions or objections, including (A) cooperating in all respects in connection with any investigation or other inquiry, (B) keeping each other promptly informed of any material communication received by it Buyer or any of its Affiliates from any Antitrust Governmental Authority; and (v) consult and cooperate with , including the Seller PartiesFederal Trade Commission or U.S. Department of Justice or similar foreign Governmental Authority, and consider in good faith the views regarding any of the Seller PartiesTransactions, in connection (C) providing each other and their advisors with a reasonable opportunity to (x) review and approve the content of any analyses, appearancescommunication, presentations, memoranda, briefs, arguments, opinions and proposals made white papers or other written materials to be submitted by or on behalf to any Governmental Authority in advance 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 hereofsuch submission, 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 Buyereach other prior to any meeting or conference with any Governmental Authority, 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 parties 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, (z) to the extent permitted by such Antitrust Governmental Authority, gives outside counsel attend and participate in such meetings or conferences, and (D) providing such other information and assistance as the Parties may reasonably request in connection with the foregoing. Buyer and Company shall be equally responsible for the other Parties the opportunity to attend, and furnish outside counsel for the other Parties with copies payment of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand filing fees under the Xxxx-Xxxxx-Xxxxxx Act and any such Antitrust Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated herebyantitrust Laws.

Antitrust Laws. (a) Buyer shall: (i) As soon as promptly as reasonably practicable but in no event later than the fifth (5th) Business Day following possible after the date hereof, the Parties shall prepare and file with the Antitrust Authorities, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the extent requested in writing Antitrust Authorities pursuant to the applicable Antitrust Law with respect to the transactions contemplated by this Agreement, with all filing fees associated therewith paid by Buyer. Buyer and the Seller Parties or otherwise deemed to Sellers will each promptly supply any additional information as may be required or requested by Buyeran Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to file avoid, eliminate and resolve any and all impediments under any Antitrust Law or cause to other trade regulation law that may be filed asserted by any Notification and Report required of it Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its Affiliates under external counsel shall have the HSR Act sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with this Agreement the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and the Transactionsubmissions, which Notification and Report shall include a request for early termination responding promptly to any additional information requests from Antitrust Authorities in respect of the applicable waiting 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 in 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 the expiration or early termination of the waiting period under the HSR Act, if applicable, and under any other Antitrust Law, as promptly as reasonably practicable; (iv) at the earliest practicable date comply 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 (v) consult and cooperate with the Seller Parties, and consider in good faith the views of the Seller Parties, 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. 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 ActApprovals); 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 Party will promptly notify outside counsel for the other parties hereto of Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any written material communication made to or received by either Buyer and/or the Seller Parties, as the case may be, such Party from any Antitrust Authority regarding in respect of the Transaction, Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable LawLaws, if practicable, permit outside counsel for provide the other parties hereto Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review in advance and comment on any proposed written material communication to any such Antitrust Authority and incorporate in respect of the Antitrust Approvals. Each Party will consult with the other parties’ reasonable commentsParty (or its external counsel in respect of competitively-sensitive, not agree privileged or confidential matters) prior to participate participating in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Antitrust Approvals in respect of the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with outside counsel for herein and give the other parties hereto Party (or its external counsel in advance andrespect of competitively- - 44- NYC#: 148660.21 sensitive, to the extent permitted by such Antitrust Authority, gives outside counsel for the other Parties privileged or confidential matters) the opportunity to attend, attend and furnish outside counsel for the other Parties with copies of all correspondence, filings participate thereat (if such attendance 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 herebyparticipation is permitted).

Antitrust Laws. (a) Buyer shall: (i) as promptly as reasonably practicable but in no event later than Under the fifth (5th) Business Day provisions of the HSR Act applicable to the Offer, the acquisition of Shares under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the date hereof, to the extent requested in writing filing by the Seller Parties or otherwise deemed to be required by Buyer, take all actions necessary to file or cause to be filed any Parent of a Notification and Report required of it or any of its Affiliates under Form with respect to the HSR Act in connection with this Agreement and Offer, unless the Transaction, which Notification and Report shall include Parent receives a request for early termination of the applicable waiting 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 in 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 the expiration or early termination of the waiting period under the HSR Act, if applicable, and under any other Antitrust Law, as promptly as reasonably practicable; (iv) at the earliest practicable date comply with any formal or informal request for additional information or documentary material received from the Antitrust Division of the Department of Justice (the "Antitrust Division") or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by it the Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or any of its Affiliates from any Antitrust Authority; and (v) consult and cooperate with the Seller Parties, and consider in good faith the views consent of the Seller PartiesParent. In practice, in connection complying with any analysesa request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, appearancesthe Parent will file, 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. The Seller Parties shall (x) as promptly as practicable on or 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 hereof with the Antitrust Laws in connection with this Agreement Division and the Transaction (other than under the HSR Act); FTC, a Notification 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 parties 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 Antitrust Authority, gives outside counsel for the other Parties the opportunity to attend, and furnish outside counsel for 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 other hand, Report Form with respect to this Agreement the proposed purchase of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions contemplated herebysuch as the proposed acquisition of the Company by the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured by directly or indirectly by margin stock. The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations. 16.

Antitrust Laws. (a) Buyer shall: (i) Buyer, Merger Sub, Arsenal Blocker Seller and the Company agree to make, and to cause their Affiliates to make, any necessary filings under the Xxxx-Xxxxx-Xxxxxx Act and any other applicable antitrust Laws as promptly soon as reasonably practicable but in and no event later than the fifth six (5th6) Business Day following the date hereof, to the extent requested in writing by the Seller Parties or otherwise deemed to be required by Buyer, take all actions necessary to file or cause to be filed any Notification and Report required Days after execution of it or any of its Affiliates under the HSR Act in connection with this Agreement and the TransactionAgreement, which Notification and Report filings shall include a request for early termination of the applicable waiting period under the HSR Act; Xxxx-Xxxxx-Xxxxxx Act and any other antitrust Laws. Buyer shall, and shall cause its Affiliates to, comply at the earliest practicable date with any request under the Xxxx-Xxxxx-Xxxxxx Act or, if applicable, such other antitrust Laws to provide information, documents or other materials requested by any Governmental Authority. Buyer shall, and shall cause its Affiliates to, (i) use their best efforts to resolve as soon as practicable objections, if any, asserted by any Governmental Authority with respect to this Agreement or the Transactions and (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 in 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 the termination or expiration or early termination of the applicable waiting period and all requisite clearances and approvals under the HSR Act, if applicable, Xxxx-Xxxxx-Xxxxxx Act and under any other applicable antitrust Laws (collectively, the "Antitrust Law, Conditions") as promptly as reasonably practicable; practicable and in any event on or prior to July 31, 2017 (ivthe "End Date"), without challenge by any Governmental Authority (including by opposing any motion or action for a temporary, preliminary or permanent injunction or order against or preventing or delaying the consummation of the Transactions) and otherwise resolve any objections, if any, asserted by any Governmental Authority with respect to this Agreement or the Transactions, including by divesting or holding separate any assets or voting securities, terminating or modifying any existing relationships or contractual rights, limiting conduct or actions to be taken after the Closing, or entering into a consent decree order requiring the divestiture, licensing or holding separate of any assets or voting securities or the termination or modification of existing relationships and contractual rights. The Company may, at its option, extend the earliest practicable date comply End Date so as to permit Buyer to satisfy the Antitrust Conditions. Further, Buyer shall, and shall cause its Affiliates to, coordinate and cooperate with the Company in connection with its efforts to satisfy the Antitrust Conditions, including (i) cooperating in all respects with the Company in connection with any formal investigation or informal request for additional information or documentary other inquiry, (ii) keeping the Company promptly informed of any material communication received by it Buyer or any of its Affiliates from any Antitrust Governmental Authority; and (v) consult and cooperate with , including the Seller PartiesFederal Trade Commission or U.S. Department of Justice or similar foreign Governmental Authority, and consider in good faith the views regarding any of the Seller PartiesTransactions, in connection (iii) providing the Company and its advisors with a reasonable opportunity to (A) review and approve the content of any analyses, appearancescommunication, presentations, memoranda, briefs, arguments, opinions and proposals made white papers or other written materials to be submitted by or on behalf to any Governmental Authority in advance of any Party in connection such submission, (B) consult with proceedings under or relating Buyer prior to any Antitrust Laws. The Seller Parties shall (x) as promptly as practicable following the date hereofmeeting or conference with any Governmental Authority, 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 (yC) 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 parties 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 Antitrust Governmental Authority, gives outside counsel attend and participate in such meetings or conferences, and (iv) providing such other information and assistance as the Company may reasonably request in connection with the foregoing. Buyer shall be responsible for the other Parties the opportunity to attend, and furnish outside counsel for the other Parties with copies payment of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand filing fees under the Xxxx-Xxxxx-Xxxxxx Act and any such Antitrust Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated herebyantitrust Laws.

Antitrust Laws. (a) Buyer shall: (i) Buyer, Merger Sub and the Company agree to make, and to cause their Affiliates to make, any necessary filings under the Xxxx-Xxxxx-Xxxxxx Act, the German Anti-Trust Law and any other applicable antitrust Laws as promptly soon as reasonably practicable but in and no event later than the fifth (5th) five Business Day following Days after the date hereof, to the extent requested in writing by the Seller Parties or otherwise deemed to be required by Buyer, take all actions necessary 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 TransactionAgreement, which Notification and Report filings shall include a request for early termination of the applicable waiting period under the HSR Xxxx-Xxxxx-Xxxxxx Act; , the German Anti-Trust Law and any other antitrust Laws. Buyer, Merger Sub and the Company shall, and shall cause their Affiliates to, comply at the earliest practicable date with any request under the Xxxx-Xxxxx-Xxxxxx Act, the German Anti-Trust Law or, if applicable, such other antitrust Laws to provide information, documents or other materials requested by any Governmental Authority. Buyer, Merger Sub and the Company shall, and shall cause their Affiliates to, (i) use their commercially reasonable efforts to resolve as soon as practicable any objections asserted by any Governmental Authority with respect to this Agreement or the Transactions and (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 in 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 the termination or expiration or early termination of the applicable waiting period and all requisite clearances and approvals under the HSR Xxxx-Xxxxx-Xxxxxx Act, if applicable, the German Anti-Trust Law and under any other applicable antitrust Laws (collectively, the "Antitrust Law, Conditions") as promptly as reasonably practicable; (iv) at provided that neither Buyer, Merger Sub or the earliest practicable date comply with Company shall have any formal obligation to agree to any structural or informal request for additional information conduct remedy or documentary material received by it or any of to litigate. Buyer shall, and shall cause its Affiliates from any Antitrust Authority; and (v) consult to, coordinate and cooperate with the Seller PartiesCompany, and consider in good faith the views of the Seller PartiesCompany shall, 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. 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 to, coordinate and cooperate with Buyer, and consider in good faith the views of Buyereach case, in connection with their efforts to satisfy the Antitrust Conditions, including (A) cooperating in all respects with the other Party in connection with any analysesinvestigation or other inquiry, appearances(B) keeping the other Party promptly informed of any material communication received by Buyer or any of its Affiliates, or Company or any of its Affiliates, from any Governmental Authority, including the Federal Trade Commission, the U.S. Department of Justice or any similar foreign Governmental Authority, regarding any of the Transactions, (C) providing the other Party and its advisors with a reasonable opportunity to (x) review the content of any communication, presentations, memoranda, briefs, arguments, opinions and proposals made white papers or other written materials to be submitted by or on behalf to any Governmental Authority in advance of any party in connection such submission, (y) consult with proceedings under or relating the other Party prior to any Antitrust Laws. Each of Buyer and the Seller Parties will promptly notify outside counsel for the other parties 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 conference with any such Antitrust Authority in respect of any filingGovernmental Authority, 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, and (z) to the extent permitted by such Antitrust Governmental Authority, gives outside counsel for attend and participate in such meetings or conferences. Buyer shall, in all cases act in good faith and in consultation with the other Parties Company to (1) determine timing and strategy and control the opportunity to attendfinal content of any substantive oral or written communications with any applicable Governmental Authority in connection with the Antitrust Conditions, and furnish outside counsel for the other Parties with copies of (2) lead all correspondence, filings proceedings 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, coordinate all activities with respect to this Agreement seeking any actions, consents, approvals or waivers of any Governmental Authority in connection with the Antitrust Conditions. Buyer and the transactions contemplated herebyCompany shall be equally responsible for the payment of all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, the German Anti-Trust Law and any other antitrust Laws.