Common use of Antitrust Matters Clause in Contracts

Antitrust Matters. Buyer shall (a) file and cause its Affiliates to file, within four (4) weeks of the date hereof or such other date as the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees under the HSR Act.

Antitrust Matters. Buyer shall (a) file and cause its Affiliates to file, within four (4) weeks Each of the date hereof or such other date as Company and the Parties agree based on Buyer agrees to file all appropriate notifications and filings pursuant to the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, HSR Act or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer antitrust or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws competition laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of Contemplated Transactions in the most expeditious manner practicable, but in any event within three (3) Business Days after the transactions contemplated date hereof and to supply promptly any additional information and documentary material that may be requested of such party by this Agreement, the relevant Governmental Authorities in connection with the HSR Act or any other applicable antitrust or competition laws. Each of the Company and (f) promptly furnish the Buyer agrees to Seller such information concerning Buyer or its Affiliates as Seller needs use reasonable best efforts to perform its obligations under Section 5.5 obtain early termination of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period under the HSR Act and any other applicable antitrust or comparable period competition law, as applicable. Each of the Company and the Buyer agrees to use reasonable best efforts to avoid or (iii) enter into eliminate as soon as possible each and every impediment under the HSR Act and any agreement not other applicable antitrust or competition laws that may be asserted by any United States or other governmental antitrust authority so as to enable the parties to expeditiously consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or any of its Affiliates including committing to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effectand/or effecting, by consent decree, hold separate order or otherwise, sellthe sale or disposition of such assets, offer securities, facilities or other properties as are required to sell be divested in order to facilitate the expiration or termination of the HSR Act waiting period or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees obtain all applicable merger control clearances under the HSR ActAct or any other applicable antitrust or competition laws; provided, however, that, notwithstanding the foregoing, the Buyer shall not be required to, and the Sellers shall not be permitted to, take any such action which would materially and adversely affect the assets, revenues or financial condition of the combined home healthcare business of the Acquired Companies and the Buyer, taken as a whole. The Buyer shall pay the filing fees associated with the HSR filings and any other applicable antitrust or competition laws. Each of the Company and the Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or other governmental antitrust authority in connection with the Contemplated Transactions unless it (i) consults with the other party in advance, if at all possible, and (ii) to the extent not prohibited by such governmental antitrust authority, gives the other party the opportunity to attend and participate. The Company and the Buyer will supply each other with copies of all correspondence, filings or communications with governmental antitrust authorities, with respect to the Contemplated Transactions; provided, however, that to the extent any of the documents or information are commercially or competitively sensitive, the Company or the Buyer, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client.

Antitrust Matters. Buyer shall (a) file Each Investor will use reasonable best efforts to supply and cause its Affiliates provide information that is accurate in all material respects to fileany Governmental Authority requesting such information in connection with filings or notifications under, within four (4) weeks of or relating to, Antitrust Laws. If any Governmental Authority asserts any objections under the date hereof or such other date as the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, HSR Act or any other Government Entity under any applicable Antitrust antitrust, competition or fair trade Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTCcollectively, the Justice Department or any such other Government Entity under any applicable “Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (cLaws”) cooperate with Seller in connection with any filing under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement Merger and in connection with resolving any investigation such objections relate to the activities or other inquiry concerning investments of an Investor or such transactions that is commenced by any of the FTCInvestor’s affiliates, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of such Investor shall use its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable best efforts to obtain all licensesresolve such objections. If such Investor is unable to resolve such objections after using its reasonable best efforts, permitsthen the Requisite Investors shall have the right, consentsbut not the obligation, approvals, exemptions, authorizations or waivers necessary or appropriate under to direct such Investor (the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order “Affected Investor”) to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw modify or forego any or all of its governance rights with respect to Parent and re-file its Premerger Notification and Report FormAffiliates until such future time as such objections would no longer be applicable if the Requisite Investors determine in good faith that such action may contribute to the resolution of such objections or, (ii) extend solely in the event the Affected Investor does not consent to the modification or elimination of its governance rights proposed by the Requisite Investors pursuant to clause (i), assign all of its rights and obligations under this Agreement and under its Guarantee and Equity Commitment Letter with respect to all or any waiting period portion of its Commitments to a person selected by the Requisite Investors, provided such person agrees in writing to be bound by the terms and conditions of this Agreement, such Guarantee and such Equity Commitment Letter (including assuming any and all liabilities and obligations of the Affected Investor under such agreements and instruments) with respect to the portion (if less than all) of the Commitments so assigned and assumed and the other Investors provide the Affected Investor with a mutually satisfactory indemnity with respect to its liability under this Agreement, such Guarantee and such Equity Commitment Letter (with respect to the portion (if less than all) of the Commitments so assigned) or comparable period or obtain a full and unconditional release of the Affected Investor from this Agreement, such Guarantee and such Equity Commitment Letter with respect to the portion (iiiif less than all) enter into any agreement not of the Commitments so assigned and assumed, except with respect to consummate breaches of this Agreement and such Equity Commitment Letter occurring prior to the Contemplated Transactions, except, in each case, date of such release. The Requisite Investors will consult with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or Affected Investor before directing the Affected Investor to take any of its Affiliates the foregoing actions and will use all reasonable efforts to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking attempt to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate resolve such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees under the HSR Actobjections.

Antitrust Matters. Each of Seller and Buyer shall as promptly as practicable, but in no event later than five (a5) file Business Days following the execution and cause its Affiliates to file, within four (4) weeks delivery of the date hereof or such other date as the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, file with the United States Federal Trade Commission (bthe “FTC”) comply at and the earliest practicable date with any request received by Buyer or any United States Department of its Affiliates from Justice (the FTC“DOJ”) the notification and report form, the Justice Department or any such other Government Entity under any applicable Antitrust Laws if any, required for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and the Other Transaction Documents. Each of Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with resolving its preparation of any investigation filing or other inquiry concerning such transactions submission that is commenced necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply with any such inquiry or request as promptly as practicable. Each of Seller and Buyer shall use its reasonable best efforts to obtain any clearance required by, and cause the expiration or termination of any applicable waiting period under, the HSR Act for the purchase and sale of the Interest as soon as practicable. Neither Seller nor Buyer will extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement and the Other Transaction Documents, except with the prior written consent of the other party hereto. Notwithstanding anything to the contrary herein, and without limitation of the foregoing, if any objections are asserted under the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, or any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or any of the FTC, Other Transaction Documents as violative of the Justice Department HSR Act or any other Government Entity pursuant to any applicable Antitrust LawsU.S. or foreign antitrust, (d) promptly inform merger control or competition law, each of Seller of any material communication made to or received by and Buyer or any of its Affiliates from the FTC, the Justice Department or any shall cooperate in all respects with each other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially and Buyer shall take reasonable best efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department contest and resist any other Government Entity in order to avoid or terminate any such action or proceeding by any of them with respect to, and to permit the have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants nothing in this Section 6.2 do not Agreement requires or shall be deemed to require Buyer or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to agree or commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates transfer or hold separate or dispose of asses or businesses if such acute care hospital properties pending such sale actions would result in, or other disposition. Buyer shall would be responsible for paying any required filing fees under reasonably likely to result in, either individually or in the HSR Actaggregate, a material adverse effect on the Company and the Company Subsidiaries, taken as a whole.

Antitrust Matters. Buyer shall (a) file and cause its Affiliates to file, within four (4) weeks Each of the date hereof or such other date as Sellers and Buyer agrees to file all appropriate notifications and filings pursuant to the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, HSR Act or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws foreign antitrust and competition Legal Requirements with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of Contemplated Transactions in the most expeditious manner practicable, but in any event within fifteen (15) Business Days after the transactions contemplated date hereof and to supply promptly any additional information and documentary material that may be requested of such party by this Agreementthe relevant Governmental Authorities in connection with the HSR Act or any applicable foreign antitrust and competition Legal Requirements. PSC, on its own behalf and on behalf of Xxxx, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not pay fifty percent (i50%) withdraw of all filing fees associated with the HSR filings and re-file any applicable foreign antitrust and competition Legal Requirements. Each of the Sellers and Buyer will use its Premerger Notification reasonable best efforts to resolve favorably any review or consideration of the antitrust aspects of the Contemplated Transactions by any Governmental Authority with jurisdiction over the enforcement of any applicable antitrust Legal Requirements. Each of the Sellers and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement Buyer agrees not to consummate participate in any substantive meeting or discussion, either in person or by telephone, with any United States or foreign Governmental Authority in connection with the Contemplated Transactions unless it consults with the other party in advance, if at all possible, and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Each Seller and Buyer will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any communication, appearance, presentation, argument, proposal, or other submission made to a Governmental Authority in connection with any investigation or proceeding under the HSR Act or any applicable foreign antitrust and competition Legal Requirements relating to the Contemplated Transactions. Each Seller and Buyer will promptly inform each other of any communication to or from Governmental Authorities and supply each other with copies of all correspondence, exceptfilings or communications with Governmental Authorities, in each casewith respect to the Contemplated Transactions; provided, that to the extent any of the documents or information are commercially or competitively sensitive, such Seller or Buyer, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the prior written consent understanding that such antitrust counsel shall not share such documents and information with its client (although such antitrust counsel may use such documents and information in advocating on behalf of Sellerits client with any Governmental Authority). The foregoing covenants in this Section 6.2 do not require In the interest of clarity, neither Buyer or nor any of its Affiliates to shall be obligated to: (Ai) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) proposeoffer, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order order, trust or otherwise, sellthe sale, offer divestiture, license or other disposition of any capital stock, assets, rights, products or businesses; (ii) agree to sell or otherwise dispose of, any acute care hospital restrictions on the activities of Buyer or its Affiliates (including, after the Closing, any of the Companies); (iii) waive any rights to which they are entitled; (iv) pay any amount; (v) defend commence or hold separate such acute care hospital properties pending such sale prosecute any Action; or (vi) take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other disposition. Buyer shall be responsible for paying order in any required filing fees under suit or proceeding that would otherwise have the HSR Acteffect of preventing or delaying the consummation of the Contemplated Transactions.

Antitrust Matters. Buyer (i) Arena and UT shall timely and promptly make all filings which may be required by each of them in connection with the consummation of the transactions contemplated hereby under the HSR Act and any other similar applicable Law or by any other U.S., non-U.S. or multinational Governmental or Regulatory Authority, including in response to any request by any Governmental or Regulatory Authority in contemplation of a review of the transactions contemplated hereby, and the Parties shall respectively use their respective reasonable best efforts to cause the receipt of approval of, or prompt termination or expiration of the applicable waiting period under such Laws, including (aA) file each Party shall comply with any “second request” for information pursuant to applicable Antitrust Laws; (B) for a period commencing with the execution and cause its Affiliates delivery of this Agreement and ending upon Closing or earlier termination or expiration of this Agreement, UT shall refrain from acquiring (by license, merger, asset acquisition or otherwise) rights from Third Parties to filedevelop or commercialize IP receptor agonists for treatment of PAH other than pursuant to this Agreement; (C) for a period commencing with the execution and delivery of this Agreement and ending upon seventy five (75) days from the date of this Agreement (or earlier, within four upon Closing or termination or expiration of this Agreement), UT shall refrain from acquiring (4by license, merger, asset acquisition or otherwise) weeks rights from Third Parties to develop or commercialize additional PAH therapies (except pursuant agreements already in effect as of the date hereof or of this Agreement, and except for the acquisition of rights to technologies ancillary to UT research and development programs already under way prior to the date of this Agreement) that would have a material adverse impact on the Parties’ ability to satisfy the condition to Closing in Section 7.1(b). Arena and UT agree that their respective initial filings under the HSR Act and in respect of any foreign antitrust approval shall be made as soon as reasonably practicable following the date of this Agreement, but in any event not later than fifteen (15) calendar days following the date hereof. Each Party shall furnish to the other such other date necessary information and assistance as the Parties agree based other Party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any Governmental or Regulatory Authority under applicable Law, including any filings necessary under the provisions of the HSR Act. Each Party shall provide the other Party the opportunity to make copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such Party or its representatives, on the advice of antitrust counselone hand, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, Antitrust Division or any state, foreign or multinational Governmental or Regulatory Authority or members of their respective staffs, on the other Government Entity under any applicable Antitrust Laws in connection hand, with respect to this Agreement or the transactions contemplated hereby. Each Party agrees to promptly inform the other Party of any communication made by this Agreementor on behalf of such Party to, (b) comply at the earliest practicable date with any request or received by Buyer or any on behalf of its Affiliates from such Party from, the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department Division or any other Government Entity pursuant to any applicable Antitrust Lawsstate, (d) promptly inform Seller of any material communication made to foreign or received by Buyer multinational Governmental or any of its Affiliates from the FTC, the Justice Department or any other Government Entity Regulatory Authority regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees under the HSR Act.

Antitrust Matters. Buyer shall (a) file and cause its Affiliates to file, within four (4) weeks Without limiting the generality of the date hereof undertakings pursuant to this Section 6.5, but subject to the terms and conditions set forth in this Agreement, including this Section 6.5(b), Parent shall, as promptly as reasonably practicable, take all actions necessary to obtain approvals or such other date as secure the Parties agree based on expiration or termination of any applicable waiting period under the advice of antitrust counselHSR Act, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, EUMR or any Foreign Antitrust Laws and resolve any objections asserted with respect to the Merger or the other Government transactions contemplated by this Agreement under any applicable Law raised by any federal, state, local or foreign court or other Governmental Entity under with jurisdiction over enforcement of any applicable Antitrust Laws (each, a “Governmental Antitrust Entity”) in order to prevent the entry of any Order that would prevent or materially delay the consummation of the Merger and with a view toward accomplishing the parties’ goal of having the Merger consummated by the end of 2017, and to enable the Merger to be consummated no later than the 18-month anniversary of the date of this Agreement (it being understood that the foregoing shall not affect the determination of the Outside Date), including (A) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Company, Parent or their respective Subsidiaries contemporaneously with or subsequent to the Effective Time, (B) permitting the Company and its Subsidiaries to sell, divest or otherwise convey or hold separate any of the particular assets or categories of assets or businesses of the Company or any of its Subsidiaries prior to the Effective Time, (C) terminating existing relationships, contractual rights or obligations of the Company, Parent or their respective Subsidiaries, (D) terminating any joint venture or other arrangement of the Company, Parent or their respective Subsidiaries or (E) creating any relationship, contractual right or obligation of the Company, Parent or their respective Subsidiaries (or, in each case, entering into agreements or stipulating to the entry of any Order by, or filing appropriate applications with, any Governmental Entity in connection with any of the transactions contemplated foregoing and, in the case of actions by or with respect to the Company or its Subsidiaries, by consenting to such action by the Company or its Subsidiaries (including any consents required under this AgreementAgreement with respect to such action) (the actions described in clauses (A) through (E), (b) comply at the earliest practicable date with any request received by Buyer collectively, “Divestiture Actions”); provided, however, that in no event shall Parent or any of its Affiliates from the FTCbe required to take any Divestiture Action other than pursuant to Section 6.5(c)(iii) if such Divestiture Action, the Justice Department or any such taken together with all other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws Divestiture Actions undertaken with respect to the transactions matters contemplated by this Agreement Section 6.5 and such terms, conditions and consequences described in connection with resolving any investigation Section 7.2(c), would reasonably be likely to result in (x) in the case of Divestiture Actions contemplated by clauses (A) and (B), the one-year loss of net sales to Parent, the Company and their Subsidiaries (as measured by annual net sales in fiscal year 2016 for the Company and annual net sales in fiscal year 2015 (converted to U.S. Dollars based on the exchange rate of $1.11 per euro) for Parent) in excess of $1,600,000,000 (one billion six hundred million dollars) in the aggregate, or other inquiry concerning such transactions that is commenced (y) in the case of Divestiture Actions contemplated by clauses (A) through (E), a material adverse effect on the business, financial condition or results of operations of the consolidated agricultural businesses of Parent, the Company and their respective Subsidiaries (after giving effect to the Merger), taken as a whole, taking into account all effects described in clause (x) above (any of the FTCresults described in clause (x) or (y), the Justice Department or any other Government Entity pursuant to any applicable Antitrust Lawsa “Substantial Detriment”). The Company shall not, (d) promptly inform Seller of any material communication made to or received by Buyer or any of and shall cause its Affiliates from the FTCSubsidiaries and their respective Representatives not to, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate take any action or proceeding by any of them with respect to, and to permit the consummation of described in the most expeditious manner practicableprevious sentence, the transactions contemplated by this Agreementor propose, and (f) promptly furnish proffer or agree to Seller undertake any such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoingaction, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to consummate the Contemplated Transactions, except, in each case, with without the prior written consent of Seller. The foregoing covenants Parent; provided, however, that Parent shall be entitled, in this Section 6.2 do not require Buyer its sole discretion, to compel the Company and its Subsidiaries to take any such action (or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer proffer or agree to commit to enter into undertake any such action) if such action is conditioned on the occurrence of the Closing or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees under is only effective after the HSR ActEffective Time.

Antitrust Matters. Buyer Seller shall (a) file and cause its Affiliates to file, within four (4) weeks of the date hereof or such other date as the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer it or its Affiliates by the Federal Trade Commission (“FTC”), the United States Department of Justice (“Justice Department, ”) or any other Government Entity under any applicable Antitrust Laws Entity, in connection with the transactions contemplated by this Agreement, under the Xxxxxxx Act, the Xxxxxxx Act, the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), or the Federal Trade Commission Act, each as amended, or any other federal, state or other statutes, laws, rules, regulations, orders, decrees, administrative or judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (b) comply at the earliest practicable date with any request received by Buyer Seller or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller Buyer in connection with any filing under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller Buyer of any material communication made to or received by Buyer or any of its Affiliates Seller from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (f) promptly furnish to Seller Buyer such information concerning Seller as Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 6.2 of this Agreement. Without limiting the foregoing, Buyer Seller shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to consummate the Contemplated Transactions, except, in each case, with the prior written consent of SellerBuyer. The foregoing covenants in this Section 6.2 5.5 do not require Buyer Seller or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates the Seller Entities or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees under the HSR Act.

Antitrust Matters. Buyer shall (a) file and cause its Affiliates to file, within four (4) weeks Each of the date hereof or such other date as Seller, each Acquired Company and the Parties agree based on Buyer agrees to file all appropriate notifications and filings pursuant to the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws HSR Act with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of Contemplated Transactions in the most expeditious manner practicable, but in any event within seven (7) Business Days after the transactions contemplated date hereof and to supply promptly any additional information and documentary material that may be requested of such party by this Agreementthe relevant Governmental Authorities in connection with the HSR Act. Each of the Seller, each Acquired Company and the Buyer agrees to use its best efforts to obtain early termination of the waiting period under the HSR Act. The Buyer agrees to take, and (f) promptly furnish to Seller such information concerning Buyer or cause its Affiliates to take, any and all steps necessary to avoid or eliminate as Seller needs soon as possible each and every impediment under the HSR Act so as to perform its obligations under Section 5.5 of this Agreement. Without limiting enable the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not parties to expeditiously consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer including committing to and/ -45- or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effecteffecting, by consent decree, hold separate order or otherwise, sellthe sale or disposition of such assets, offer securities, facilities or other properties as are required to sell be divested in order to facilitate the expiration or termination of the HSR Act waiting period or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees obtain clearance under the HSR Act. The Buyer shall pay the filing fees associated with the HSR filings. Each of the Seller, each Acquired Company and the Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Contemplated Transactions unless it consults with the other party in advance, if at all possible, and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. The Seller, the Acquired Companies and the Buyer will supply each other with copies of all correspondence, filings or communications with Governmental Authorities, with respect to the Contemplated Transactions; provided, however, that to extent any of the documents or information are commercially or competitively sensitive, any of the Seller or the Acquired Companies, on the one hand, or the Buyer, on the other hand, as the case may be, may satisfy their obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client. 8.4.4.

Antitrust Matters. Buyer shall (a) file and cause its Affiliates to file, within four (4) weeks Each of the date hereof or such other date as Seller, each Acquired Company and the Parties agree based on Buyer agrees to file all appropriate notifications and filings pursuant to the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws HSR Act with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of Contemplated Transactions in the most expeditious manner practicable, but in any event within seven (7) Business Days after the transactions contemplated date hereof and to supply promptly any additional information and documentary material that may be requested of such party by this Agreementthe relevant Governmental Authorities in connection with the HSR Act. Each of the Seller, each Acquired Company and the Buyer agrees to use its best efforts to obtain early termination of the waiting period under the HSR Act. The Buyer agrees to take, and (f) promptly furnish to Seller such information concerning Buyer or cause its Affiliates to take, any and all steps necessary to avoid or eliminate as Seller needs soon as possible each and every impediment under the HSR Act so as to perform its obligations under Section 5.5 of this Agreement. Without limiting enable the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not parties to expeditiously consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer including committing to and/ -45- or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effecteffecting, by consent decree, hold separate order or otherwise, sellthe sale or disposition of such assets, offer securities, facilities or other properties as are required to sell be divested in order to facilitate the expiration or termination of the HSR Act waiting period or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees obtain clearance under the HSR Act. The Buyer shall pay the filing fees associated with the HSR filings. Each of the Seller, each Acquired Company and the Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Contemplated Transactions unless it consults with the other party in advance, if at all possible, and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. The Seller, the Acquired Companies and the Buyer will supply each other with copies of all correspondence, filings or communications with Governmental Authorities, with respect to the Contemplated Transactions; provided, however, that to extent any of the documents or information are commercially or competitively sensitive, any of the Seller or the Acquired Companies, on the one hand, or the Buyer, on the other hand, as the case may be, may satisfy their obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client.

Antitrust Matters. Each of RHC and the Buyer shall (a) agrees to file or cause to be filed all appropriate notifications and cause its Affiliates filings pursuant to file, within four (4) weeks of the date hereof or such other date as the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, HSR Act or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer antitrust or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws competition laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of Contemplated Transactions in the most expeditious manner practicable, but in any event within ten (10) Business Days after the transactions contemplated date hereof and to supply promptly any additional information and documentary material that may be requested of such party by this Agreementthe relevant Governmental Authorities in connection with the HSR Act or any other applicable antitrust or competition laws. Each of RHC and the Buyer agrees to use its reasonable best efforts to supply promptly any information required to be submitted to comply with a formal request for additional information (a “second request”) or equivalent request from the relevant Governmental Authorities and thereafter promptly certify substantial compliance with such request in order to commence or end a statutory waiting period. Each of RHC and the Buyer agrees to use its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and any other applicable antitrust or competition law, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 applicable, and, in furtherance of this Agreement. Without limiting the foregoing, each of RHC and the Buyer shall not (i) withdraw agrees to use its reasonable best efforts to avoid or eliminate as soon as possible each and re-file its Premerger Notification every impediment under the HSR Act and Report Form, (ii) extend any waiting period other applicable antitrust or comparable period competition laws that may be asserted by any United States or (iii) enter into any agreement not other governmental antitrust authority so as to enable the parties hereto to expeditiously consummate the Contemplated Transactions; provided, excepthowever, in each casethat notwithstanding the foregoing, with neither the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or Parent, nor any of its Affiliates to the Parent’s Subsidiaries shall be required to, and none of the Acquired Companies shall be permitted to, (Ai) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order orders, trust, or otherwise, sellthe divestiture, offer to sell or otherwise dispose ofsale, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale license, transfer, assignment or other dispositiondisposition of assets or business of the Parent or the Acquired Companies (or their respective Subsidiaries), (ii) terminate, relinquish, modify, transfer, assign, restructure or waive existing agreements, collaborations, contractual rights, obligations or other arrangements of the Parent or the Acquired Companies (or their respective Subsidiaries) or (iii) create or consent to create any contractual rights, obligations, tolling agreements or other arrangements of the Parent or the Acquired Companies (or any of their respective Subsidiaries). The Buyer and RHC shall be responsible for paying any required share equally all filing fees associated with the HSR Act filings and any other applicable antitrust or competition laws. Each of RHC and the Buyer agrees to (i) give the other party prompt notice of the making or commencement of any request, litigation, hearing, examination or Action with respect to the Contemplated Transactions, (ii) keep the other party reasonably informed as to the status of any such request, litigation, hearing, examination or Action, (iii) promptly inform the other party of any communication to or from any Governmental Authority to the extent regarding the Contemplated Transactions, or regarding any such request, litigation, hearing, examination or Action, and provide a copy of all written communications, and (iv) pull and re-file any notice under the HSR ActAct only if the other party agrees. Subject to applicable Legal Requirements, in advance and to the extent practicable, each of RHC or the Buyer, as the case may be, will consult the other on all the information relating to RHC or the Buyer, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party or Governmental Authority in connection with the Contemplated Transactions and shall incorporate all comments reasonably proposed by RHC or the Buyer, as the case may be; provided, however, that, if review of any information would be material in connection with any second request (or similar process), such information shall be provided solely to those individuals acting as outside antitrust counsel for the other party, provided that such counsel shall not disclose such information to such other party and shall enter into a joint defense agreement with the providing party. In addition, except as may be prohibited by any Governmental Authority or by any applicable Legal Requirement, in connection with any such request, litigation, hearing, examination or Action with respect to the transactions contemplated by this Agreement, each party will permit authorized representatives of the other party to be present at each meeting or conference relating to such request, litigation, hearing, examination or Action and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with such request, litigation, hearing, examination or Action. Notwithstanding anything to the contrary contained in this Agreement, the Buyer, after prior consultation with RHC, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust or competition clearances and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining any necessary antitrust or competition clearances; provided that RHC shall be permitted to participate in such meetings and communications unless excluded from doing so by a Governmental Authority or to the extent necessary to prevent disclosure of the Buyer’s competitively sensitive information, in which case individuals acting as RHC’s outside antitrust counsel shall be permitted to participate, provided that such counsel shall not disclose Buyer’s competitively sensitive information to RHC.

Antitrust Matters. Buyer shall (a) file Subject to the terms and cause its Affiliates to fileconditions of this Agreement, within four (4) weeks each of the date hereof Company and the Investor will use its reasonable best efforts to take, or such other date as the Parties agree based on the advice of antitrust counselcause to be taken, all reportsactions and to do, filings or cause to be done, all things necessary, proper or advisable under applicable law to consummate the acquisition of the Shares as soon as practicable after the date hereof, including taking all steps as may be necessary, subject to the limitations in this Section 9.3, to obtain all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and other documents approvals. In furtherance and not in limitation of the foregoing, each of the Company and the Investor agrees to (i) file or cause to be filed with (A) the FTC and the DOJ any notifications required or requested to be filed under the HSR Act no later than ten (10) Business Days after the date of Buyer or its Affiliates this Agreement, (B) the U.K. Competition and Markets Authority under the U.K. Enterprise Xxx 0000, as amended by the FTCEnterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications or other filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A), (B) or (C), the Justice Department“Required Filings”), and (ii) use reasonable best efforts to obtain as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdiction, and/or the termination or expiration of any waiting period as applicable under the HSR Act or other applicable Antitrust Law, including by filing as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other Government Entity under any governmental authority in connection with applicable Antitrust Laws Law. Each party hereto shall be responsible for its own costs in connection with the transactions contemplated by this AgreementRequired Filings, (b) comply at except that the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer Investor shall be responsible for paying any required the payment of all applicable filing fees payable under the HSR ActAct and other applicable Antitrust Law.

Antitrust Matters. The Buyer shall, as promptly as practicable, but in no event later than [***] following the execution and delivery of this Agreement, make the filing with the Anti-Trust Authority [***] (the “Required Antitrust Filing”). The Acquired Companies and the Sellers shall furnish to Buyer such necessary information and reasonable assistance as Buyer may request in connection with its preparation of any filing or submission that is necessary in connection with the Required Antitrust Filing. Buyer shall use commercially reasonable efforts to respond to any request for additional information made in response to such Required Antitrust Filing or in information requests made by any such Anti-Trust Authority, and the Acquired Companies and the Sellers shall provide Buyer with such information and other assistance as reasonably requested by Buyer in connection therewith. The Parties shall promptly keep each other apprised of any communications with, and inquiries or requests for additional information from, the Anti-Trust Authority, shall comply with any inquiry or request made thereby, and shall cooperate to the extent reasonable under the circumstances in complying with any inquiry or request made thereby. [***] be responsible [***] the filing fees in respect of the Required Antitrust Filing. Buyer shall have the right to direct the strategy of the parties in a manner consistent with the terms of this Agreement in any communications, meetings or proceedings with the Anti-Trust Authority in connection with the expiry or consummation of any waiting period (including any extension thereof) applicable to the consummation of the transactions contemplated hereby under the competition Laws of the countries that are the subject of the Required Antitrust Filing. Notwithstanding anything to the contrary in this Agreement, (a) file neither Buyer nor any Acquired Company shall be under any obligation to (and cause no Acquired Company shall without the prior written consent of Buyer) litigate before or with, or contest any order or decree, or defend against any such actions or proceedings commenced by the Anti-Trust Authority in respect of applicable antitrust and competition Laws, and (b) neither Buyer nor any of its Affiliates shall be obligated to filepropose or agree to accept any undertaking or condition, within four to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action that could be expected to in any way limit (4i) weeks the freedom of the date hereof or such other date as the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested action of Buyer or its Affiliates by with respect to the FTCoperation of, or Buyer’s or its subsidiaries’ or Affiliates’ ability to retain, the Justice DepartmentAcquired Companies or any businesses, product lines or assets of the any Acquired Company, (ii) the ability to retain, own or operate any portion of the businesses, product lines, or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreementassets, (b) comply at the earliest practicable date with any request received by of Buyer or any of its Affiliates from the FTCAffiliates, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into alter or restrict in any agreement not way the business or commercial practices of any Acquired Company, Buyer or its Affiliates; provided, that in no event shall the Acquired Company to consummate take any of the Contemplated Transactions, except, in each case, with actions contemplated by this clause (b) without the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other dispositionBuyer. Buyer shall be responsible provide Seller 1 and the Sellers’ Representative with a reasonable period of time to review and comment on all submissions, notifications, filings and other material communications to the Anti-Trust Authority prior to the submission thereof and shall consider in good faith any reasonable comments from Seller 1 and the Sellers’ Representative thereto. Where permitted by the Anti-Trust Authority, Buyer shall use reasonable efforts to allow reasonable persons nominated by Seller 1 and the Sellers’ Representative to attend all meetings and participate in all material telephone or other material conversations with the Anti-Trust Authority. Should Buyer make an antitrust filing after the Closing [***] the Sellers shall furnish to Buyer such necessary information and provide such reasonable assistance as Buyer may reasonably request in connection with its preparation of such post-close filing and/or in connection with any request for paying additional information or inquiry made in response to such filing by the relevant Indonesian competition authorities, and the Sellers shall otherwise cooperate with Buyer to the extent reasonable in the circumstances in relation to any required filing fees under the HSR Actsuch filing, inquiry or request.

Antitrust Matters. Buyer shall (a) file and cause its Affiliates Each Party agrees to file, (i) within four five (45) weeks Business Days of the date hereof or such other date as make an appropriate filing of a Notification and Report Form pursuant to the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, or any other Government Entity under any applicable Antitrust Laws in connection HSR Act with respect to the transactions contemplated by this Agreement, (bii) comply at supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the earliest practicable date HSR Act by the United States Federal Trade Commission or the United States Department of Justice, and (iii) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 8.09 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act as soon as practicable. In reasonable consultation with the Company, SPAC will be entitled to direct the antitrust defense of the Transactions and any related negotiations with any request received by Buyer Governmental Authority or other third party relating to the Transactions or regulatory filings under applicable competition Law, subject to the provisions of this Section 8.09. The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide full and effective support of SPAC in all material respects in all such negotiations and other discussions or actions to the extent requested. No Party will make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Authority with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of its Affiliates from litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically agreed between SPAC and the FTC, Company. SPAC and the Justice Department or any such other Government Entity under any applicable Antitrust Laws Company will each be responsible for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller one-half of all filing fees in connection with any filing filings made under the HSR Act pursuant to this Section 8.09. No Party will commit to or agree with any Governmental Authority to stay, toll or extend any applicable Antitrust Laws with respect to waiting period under the transactions contemplated by this Agreement and in connection with resolving any investigation HSR Act or other inquiry concerning such transactions that is commenced by any applicable competition Law, without the prior written consent of the FTCother Parties. If any request for additional information and documents, including a “second request” under the Justice Department or HSR Act, is received from any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from Governmental Authority then the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) Parties shall use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under substantially comply with any such request at the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees under the HSR Actearliest practicable date.

Antitrust Matters. Buyer shall (a) file and cause its Affiliates to file, within four (4) weeks Each of the date hereof or such other date as Company and the Parties agree based on Buyer agrees to file all appropriate notifications and filings pursuant to the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, HSR Act or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer antitrust or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws competition laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of Contemplated Transactions in the most expeditious manner practicable, but in any event within five (5) Business Days after the transactions contemplated date hereof and to supply promptly any additional information and documentary material that may be requested of such Party by this Agreementthe relevant Governmental Authorities in connection with the HSR Act or any other applicable antitrust or competition laws. The Buyer shall pay 100% of the filing fees associated with the HSR filings and any other applicable antitrust or competition laws (the “HSR Fee”) ; provided that fifty percent (50%) of such HSR Fee shall be treated as a Transaction Expense in connection with the Closing. Each of the Company and the Buyer shall furnish to the other party such necessary information, documents and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary or advisable under the HSR Act or any applicable antitrust law. Each of the Company and the Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or other governmental antitrust authority in connection with the Contemplated Transactions unless it (i) consults with the other Party in advance, if at all possible, and (fii) promptly furnish to Seller the extent not prohibited by such governmental antitrust authority, gives the other Party the opportunity to attend and participate. The Company and the Buyer will permit each other to review in advance of any proposed material written communications to any such governmental antitrust authorities, with the exception of the initial notification filings under the HSR Act, and incorporate the other Party’s reasonable comments and will supply each other with copies of all correspondence, filings or communications with governmental antitrust authorities, with respect to the Contemplated Transactions; provided, however, that to the extent any of the documents or 138052556_15 information concerning Buyer are commercially or its Affiliates competitively sensitive, the Company or the Buyer, as Seller needs to perform the case may be, may satisfy its obligations under Section 5.5 of this Agreement. Without limiting by providing such documents or information to the foregoingother Party’s outside antitrust counsel, Buyer with the understanding that such antitrust counsel shall not (i) withdraw share such documents and re-file information with its Premerger Notification and Report Form, (ii) client. Each Party further agrees that it will not extend any waiting period under the HSR Act or comparable period other applicable law, or (iii) enter into any agreement with the FTC, the DOJ, any other Governmental Authority, or any other party to delay or not to consummate the Contemplated Transactions, except, in each case, except with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or the other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees under the HSR ActParty.

Antitrust Matters. Buyer shall (a) file and cause its Affiliates to file, within four (4) weeks Without limiting the generality of the date hereof undertakings pursuant to this Section 6.5, but subject to the terms and conditions set forth in this Agreement, including this Section 6.5(b), Parent shall, as promptly as reasonably practicable, take all actions necessary to obtain approvals or such other date as secure the Parties agree based on expiration or termination of any applicable waiting period under the advice of antitrust counselHSR Act, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, EUMR or any Foreign Antitrust Laws and resolve any objections asserted with respect to the Merger or the other Government transactions contemplated by this Agreement under any applicable Law raised by any federal, state, local or foreign court or other Governmental Entity under with jurisdiction over enforcement of any applicable Antitrust Laws (each, a “Governmental Antitrust Entity”) in order to prevent the entry of any Order that would prevent or materially delay the consummation of the Merger and with a view toward accomplishing the parties’ goal of having the Merger consummated by the end of 2017, and to enable the Merger to be consummated no later than the 18- month anniversary of the date of this Agreement (it being understood that the foregoing shall not affect the determination of the Outside Date), including (A) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Company, Parent or their respective Subsidiaries contemporaneously with or subsequent to the Effective Time, (B) permitting the Company and its Subsidiaries to sell, divest or otherwise convey or hold separate any of the particular assets or categories of assets or businesses of the Company or any of its Subsidiaries prior to the Effective Time, (C) terminating existing relationships, contractual rights or obligations of the Company, Parent or their respective Subsidiaries, (D) terminating any joint venture or other arrangement of the Company, Parent or their respective Subsidiaries or (E) creating any relationship, contractual right or obligation of the Company, Parent or their respective Subsidiaries (or, in each case, entering into agreements or stipulating to the entry of any Order by, or filing appropriate applications with, any Governmental Entity in connection with any of the transactions contemplated foregoing and, in the case of actions by or with respect to the Company or its Subsidiaries, by consenting to such action by the Company or its Subsidiaries (including any consents required under this AgreementAgreement with respect to such action) (the actions described in clauses (A) through (E), (b) comply at the earliest practicable date with any request received by Buyer collectively, “Divestiture Actions”); provided, however, that in no event shall Parent or any of its Affiliates from the FTCbe required to take any Divestiture Action other than pursuant to Section 6.5(c)(iii) if such Divestiture Action, the Justice Department or any such taken together with all other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws Divestiture Actions undertaken with respect to the transactions matters contemplated by this Agreement Section 6.5 and such terms, conditions and consequences described in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTCSection 7.2(c), the Justice Department or any other Government Entity pursuant would reasonably be likely to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees under the HSR Act.result in

Antitrust Matters. Buyer shall (a) file and cause its Affiliates to file, within four (4) weeks Each of the date hereof or such other date as Company and Parent agrees to file all appropriate notifications and filings pursuant to the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, HSR Act or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws foreign antitrust and competition laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of Contemplated Transactions in the most expeditious manner practicable, but in any event within ten (10) Business Days after the transactions contemplated date hereof and to supply promptly any additional information and documentary material that may be requested of such party by this Agreement, the relevant Governmental Authorities in connection with the HSR Act or any applicable foreign antitrust and (f) competition laws. Each of the Company and Parent agrees to use its reasonable best efforts to take such actions as are necessary or reasonably advisable to promptly furnish avoid or eliminate any impediment under the HSR Act or any applicable foreign antitrust and competition laws that may be asserted by any United States or foreign governmental antitrust authority so as to Seller such information concerning Buyer or its Affiliates as Seller needs enable the parties to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to expeditiously consummate the Contemplated Transactions, except, including in each case, with the prior written consent case of Seller. The foregoing covenants in this Section 6.2 do not require Buyer Parent and Merger Sub committing to or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effecteffecting, by consent decree, hold separate order or otherwise, sellthe sale or disposition of such assets, offer securities, facilities or other properties as are required to sell be divested in order to facilitate the expiration or termination of the HSR Act waiting period or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees obtain all applicable merger control clearances under the HSR ActAct or any applicable foreign antitrust and competition laws. Parent shall pay the filing fees associated with the HSR filings and any applicable foreign antitrust and competition laws. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or foreign governmental antitrust authority in connection with the Contemplated Transactions unless it consults with the other party in advance, if at all possible, and, to the extent not prohibited by such governmental antitrust authority, gives the other party the opportunity to attend and participate. The Company and Parent will supply each other with copies of all correspondence, filings or communications with governmental antitrust authorities, with respect to the Contemplated Transactions; provided, that to the extent any of the documents or information are commercially or competitively sensitive, the Company or Parent, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client (although such antitrust counsel may use such documents and information in advocating on behalf of its client with any governmental antitrust authority).

Antitrust Matters. Buyer shall (a) file and cause its Affiliates to file, within four (4) weeks Each of the date hereof or such other date as Company and Parent agrees to file all appropriate notifications and filings pursuant to the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, HSR Act or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws foreign antitrust and competition laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of Contemplated Transactions in the most expeditious manner practicable, but in any event within ten (10) Business Days after the transactions contemplated date hereof and shall use their commercially reasonable efforts to supply promptly any additional information and documentary material that may be requested of such party by the relevant Governmental Authorities in connection with the HSR Act or any applicable foreign antitrust and competition laws. Parent shall pay the filing fees associated with the HSR filings. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or foreign antitrust Governmental Authority in connection with the Contemplated Transactions unless it consults with the other party in advance, if at all possible, and, to the extent not prohibited by such antitrust Governmental Authority, gives the other party the opportunity to attend and participate. To the extent permitted by applicable law and subject to all applicable privileges, including the attorney-client privilege, the Company and Parent will supply each other with copies of all correspondence, filings or communications with antitrust Governmental Authorities, with respect to the Contemplated Transactions; provided, that to the extent any of the documents or information are commercially or competitively sensitive, the Company or Parent, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client (although such antitrust counsel may use such documents and information in advocating on behalf of its client with any antitrust Governmental Authority). Notwithstanding the foregoing or anything to the contrary set forth in this Section 7.4 or elsewhere in this Agreement, it is expressly understood and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer agreed that Parent shall not (i) withdraw and re-file its Premerger Notification and Report Formbe required to agree to any sale, (ii) extend any waiting period divestiture or comparable period or (iii) enter into any agreement not to consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer disposition by Purchaser or any of its Affiliates Affiliates, of any shares of capital stock, membership interests or any other equity interests or of any business, assets, or property, or the imposition of any limitation on the ability of any of them to (A) defend against conduct their businesses or oppose any formal administrative complaintto own or exercise control of such assets, lawsuitproperties, motion for preliminary or permanent injunctionstock, temporary restraining order membership interests, or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees under the HSR Actequity interests.

Antitrust Matters. Each of the Company and the Buyer shall (a) agrees to file all appropriate notifications and cause its Affiliates filings pursuant to file, the HSR Act within four (4) weeks of [REDACTED] Business Days after the date hereof or such other date as the Parties agree based on the advice of and to file all appropriate and applicable notifications and filings pursuant to non-U.S. antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws competition laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of Transactions in the most expeditious manner practicablepracticable and to supply promptly any additional information and documentary material that may be reasonably requested of such party by the relevant Governmental Authorities in connection with the HSR Act or any applicable non-U.S. antitrust and competition laws. Each of the Company and the Buyer agree to request early termination of the waiting period under the HSR Act. Notwithstanding anything in this Section 8.4 to the contrary, the transactions contemplated by this Agreement, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not have any obligation (ix) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to consummate the Contemplated Transactions, except, in each case, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer or any of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sellthe sale, offer to sell divestiture or otherwise dispose ofdisposition of any assets or businesses of the Buyer, any acute care hospital of Buyer its Subsidiaries (including the Company after the Closing) or its their Affiliates or hold separate such acute care hospital properties pending such sale (y) otherwise to take or other dispositioncommit to take any actions that would limit the freedom of the Buyer, its Subsidiaries (including the Company after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets. The Buyer shall be responsible for paying any required pay the filing fees under associated with the HSR Actfilings and any applicable non-U.S. antitrust and competition Legal Requirements. Each of the Company and the Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any U.S. or non-U.S. governmental antitrust authority in connection with the Transactions unless it consults with the other party in advance, if at all possible, and, to the extent not prohibited by such governmental antitrust authority, gives the other party the opportunity to attend and participate. Subject to Legal Requirements relating to the sharing of information, the Company and the Buyer will, to the extent practicable, supply each other with copies of all material correspondence, filings or communications with governmental antitrust authorities with respect to the Transactions, and in the case of communications from a party to a governmental antitrust authority shall do so in advance, with a reasonable opportunity for review and comment thereon; provided, however, that to extent any of the documents or information are commercially or competitively sensitive, the Company or the Buyer, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside counsel, with the understanding and agreement that such counsel shall not share such documents and information with its client.

Antitrust Matters. Buyer shall Without limiting the generality of, and in furtherance of, the provisions set forth in Section 5.6(a), (ai) file and cause its Affiliates to file, within four (4) weeks each of the date hereof or such other date Company and Parent, as applicable, agrees to make an appropriate filing of a notification and report form pursuant to the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, or any other Government Entity under any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement, (b) comply at the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws HSR Act with respect to the transactions contemplated by Merger as soon as practicable after the date hereof, and to use their reasonable best efforts to supply as soon as practicable any additional information and documentary material that may be reasonably requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Agreement and in connection with resolving any investigation Section 5.6 necessary to cause the expiration or other inquiry concerning such transactions that is commenced by any termination of the FTCapplicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable (including by requesting early termination of the waiting period thereunder), (ii) without limiting the Justice Department or any other Government Entity generality of the undertakings pursuant to any applicable Antitrust Lawsthis Section 5.6, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any each of the transactions contemplated herebyParties agrees to, (e) use commercially reasonable efforts as promptly as reasonably practicable, provide or cause to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under be provided to each Governmental Entity with jurisdiction over enforcement of the Antitrust Laws from the FTC, the Justice Department (“Government Antitrust Entity”) non-privileged information and any other Government Entity in order to avoid or terminate any action or proceeding documents requested by any of them with respect toGovernment Antitrust Entity or that are necessary, and proper or advisable to permit the consummation of in the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement each of the Parties agrees not to consummate the Contemplated Transactionsto, except, in each case, with without the prior written consent of Seller. The foregoing covenants the other Party or Parties, as the case may be (which consent shall not be unreasonably conditioned, withheld or delayed) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated in this Section 6.2 do not require Buyer or Agreement at the behest of any Governmental Entity, provided that Parent may, at its sole discretion, cause any documentation to effect any necessary notice, report, consent, registration, approval, permit, authorization, expirations of its Affiliates to (A) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order waiting periods or other actions brought filing contemplated by Section 5.6(a) or this Section 5.6(b) applicable to it to be withdrawn or refiled or resubmitted for any reason, including to provide the applicable Governmental Authority Entities with additional time to review any or private party seeking to block all of the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, Merger and other transactions contemplated by consent decree, hold separate order or otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other disposition. Buyer shall be responsible for paying any required filing fees under the HSR Actthis Agreement.

Antitrust Matters. Buyer shall (a) Each of the Company, Investor and Navistar agrees to file all appropriate notifications and cause its Affiliates filings pursuant to filethe HSR Act or any applicable foreign antitrust and competition laws with respect to the Contemplated Transactions as soon as reasonably practicable, but in any event within four (4) weeks of seven Business Days after the date hereof or such other date with respect to filings pursuant to the HSR Act, and to supply as the Parties agree based on the advice of antitrust counsel, all reports, filings promptly as is reasonably practicable any additional information and other documents required or documentary material that may be requested of Buyer or its Affiliates such party by the FTC, the Justice Department, or any other Government Entity under any applicable Antitrust Laws relevant Governmental Authorities in connection with the transactions contemplated by this AgreementHSR Act. Each such party, as applicable, shall cause (band shall cause its “ultimate parent entity” as that term is defined in the HSR Act to cause) comply at the earliest practicable date with filings under the HSR Act to be considered for grant of “early termination” and make any request received by Buyer further filings pursuant thereto that may be necessary, proper or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller advisable in connection with any filing under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any therewith. Each of the FTCCompany, the Justice Department or any other Government Entity pursuant Investor and Navistar agrees to any applicable Antitrust Lawsuse, (d) promptly inform Seller of any material communication made and to or received by Buyer or any of cause its Affiliates from the FTCSubsidiaries to use, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) use commercially reasonable best efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate eliminate as soon as possible each and every impediment under the HSR Act or any action or proceeding applicable foreign antitrust and competition laws that may be asserted by any of them with respect to, and United States or foreign governmental antitrust authority so as to permit enable the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (f) promptly furnish parties to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report Form, (ii) extend any waiting period or comparable period or (iii) enter into any agreement not to expeditiously consummate the Contemplated Transactions; provided that, exceptnotwithstanding the foregoing, in each casenone of the Company, with the prior written consent of Seller. The foregoing covenants in this Section 6.2 do not require Buyer Investor, Navistar or any of its their respective Affiliates to or Subsidiaries shall be required to, (Aa) defend against or oppose any formal administrative complaint, lawsuit, motion for preliminary or permanent injunction, temporary restraining order or other actions brought by any Governmental Authority or private party seeking to block the Transaction under the Antitrust Laws, or (B) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sellthe sale or disposition of any Assets, offer securities, facilities or other properties or agree to sell any other behavioral remedy (and the Subject Companies and, to the extent related to the Defense Business, Navistar and its Affiliates will not, without Investor’s consent, take any such action) or (b) institute or defend any litigation or proceeding, in each case for the purpose of facilitating the expiration or termination of the HSR Act waiting period, avoiding litigation pursuant to any other U.S. Antitrust Law or otherwise dispose of, obtaining applicable merger control clearances under the HSR Act or any acute care hospital of Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other dispositionapplicable foreign antitrust and competition laws. Buyer The filing fees associated with the HSR filings and any applicable foreign antitrust and competition laws shall be responsible for paying Shared Transaction Expenses. Each of the Company, Investor and Navistar agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or foreign governmental antitrust authority in connection with the Contemplated Transactions unless such party consults with the other parties in advance, if at all possible, and, to the extent not prohibited by such governmental antitrust authority, gives the other parties the opportunity to attend and participate. Each of the Company, Investor and Navistar will supply the other parties with copies of all correspondence, filings or communications with governmental antitrust authorities, with respect to the Contemplated Transactions; provided that to the extent any of the documents or information are commercially or competitively sensitive, such party may satisfy its obligations by providing such documents or information to the other parties’ outside antitrust counsels, with the understanding that such antitrust counsels shall not share such documents and information with their respective client (although such antitrust counsels may use such documents and information in advocating on behalf of their respective clients with any governmental antitrust authority); provided, further, however, that the parties shall not be required filing fees to share filings made under the HSR Act; provided, further, that, notwithstanding the foregoing, such documents and information may be redacted (i) to remove references concerning the valuation of Navistar, the Company, the Defense Business and the Agreement, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. Notwithstanding anything herein to the contrary, nothing in this Agreement shall require the Company, Investor or Navistar or any of their respective Affiliates to take or agree to take any action with respect to their business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. This Section 8.4.1 (and not any other provision) provides the parties’ sole and exclusive obligations with respect to the subject matter hereof (i.e., the HSR Act and other Antitrust Laws).

Antitrust Matters. Buyer shall (a) file Subject to the terms and cause its Affiliates to file, within four (4) weeks of the date hereof or such other date as the Parties agree based on the advice of antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the FTC, the Justice Department, or any other Government Entity under any applicable Antitrust Laws conditions set forth in connection with the transactions contemplated by this Agreement, each Party and the Sellers’ Representative agrees to (bi) comply at make, or cause to be made, appropriate filings of Notification and Report Forms pursuant to the earliest practicable date with any request received by Buyer or any of its Affiliates from the FTC, the Justice Department or any such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (c) cooperate with Seller in connection with any filing under applicable Antitrust Laws HSR Act with respect to the transactions contemplated by this Agreement hereby as promptly as practicable (and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of event within five (5) Business Days) after the FTCdate hereof, the Justice Department or any other Government Entity pursuant and to any applicable Antitrust Laws, (d) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (e) request and use commercially reasonable efforts to obtain all licensesobtain, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate early termination of the waiting period under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (f) promptly furnish to Seller such information concerning Buyer or its Affiliates as Seller needs to perform its obligations under Section 5.5 of this Agreement. Without limiting the foregoing, Buyer shall not (i) withdraw and re-file its Premerger Notification and Report FormHSR Act, (ii) extend make, or cause to be made, all filings required of each of them or any waiting period or comparable period or of their respective Affiliates under the other Antitrust Laws as promptly as practicable after the date hereof, and (iii) enter into supply as promptly as reasonably practicable any agreement not additional information and documentary material that may be requested pursuant to consummate the Contemplated Transactions, except, in HSR Act or any other Antitrust Laws. Parent and the Sellers shall each case, with be responsible for one-half of all filing fees under the prior written consent of SellerHSR Act and under any other Antitrust Laws applicable to the Transaction. The foregoing covenants Notwithstanding anything in this Section 6.2 do not require Buyer or any of its Affiliates Agreement to (A) defend against or oppose any formal administrative complaintthe contrary, lawsuitthe Parties shall use their reasonable best efforts to resolve objections, motion for preliminary or permanent injunctionif any, temporary restraining order or other actions brought as may be asserted by any Governmental Authority or private party seeking any other Party with respect to block the Transaction transactions under any applicable Law so as to enable the Antitrust LawsParties to close the Transactions contemplated hereby as promptly as practicable, and in any event prior to the Closing Date; provided, however, that in no event shall Parent or Merger Sub be required to: (B1) propose, negotiate, offer to commit to enter into or effect, by consent decree, hold separate order or otherwise, sellthe sale, offer divestiture or disposition of businesses, product lines or assets of the Company, Parent or Merger Sub, (2) terminate any existing relationships, contractual rights or obligations of the Company, Parent or Merger Sub, or (3) otherwise take or commit to sell take actions that would limit the Company’s, Parent’s or otherwise dispose oftheir respective Affiliates’, any acute care hospital freedom of Buyer action with respect to, or its Affiliates ability to retain, one or hold separate such acute care hospital properties pending such sale more of the businesses, product lines or other disposition. Buyer shall be responsible for paying any required filing fees under assets of the HSR ActCompany, Parent or Merger Sub.