Common use of Antitrust Matters Clause in Contracts

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.

Antitrust Matters. KBR (i) Subject to the terms and Halliburton each agreeconditions set forth in this Agreement, on behalf of itself and without limiting the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out generality of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts undertakings pursuant to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in this Section 8.4 or Section 3.46.5, each of Halliburton and KBR agreesthe Company, on behalf of itself Parent and the members of its Group, Carveout Purchaser agree to provide, take or cause to be provided, to each other taken the following actions: (A) as soon as reasonably practicable after written request thereforpracticable, and in any Information relating event, no later than 15 Business Days following the date of this Agreement, to file the initial pre-merger notifications with respect to this Agreement and the Carveout Transaction Agreement and the transactions contemplated herein and therein, if required, under the HSR Act for each of Parent, the Company and the Carveout Purchaser, in each such case, requesting early termination of the waiting period with respect to the Merger and the Carveout Transaction, and to file as soon as practicable any other applicable notifications or other forms necessary and required to obtain any consents, clearances or approvals under or in connection with any other Antitrust MattersLaw; (B) to promptly provide to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in the possession or under the control connection with obtaining any such approval of such party Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the requesting party reasonably needs: (i) to comply with reportingMerger, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow Carveout Transaction and the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under transactions contemplated by this Agreement or any Ancillary and the Carveout Transaction Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.; (bC) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any take, and to cause each of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved Subsidiaries (in the case of the Carveout Purchaser, other than Parent) to take, any and all actions reasonably necessary to obtain any consents, clearances or approvals required under or in connection with any Antitrust Matters Law, enable all waiting periods under any Antitrust Law to expire and whose cooperation is requested avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to enable the Merger, the Carveout Transaction and the other partytransactions contemplated hereby to occur prior to the Termination Date, the DOJ including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; and (D) to refrain from entering into any agreement, arrangement or other understanding to acquire any assets or properties that would prevent or materially delay receipt of any Company Required Governmental Authority; and Approvals or Parent Required Governmental Approvals or prevent or materially impede the Closing. (ii) recommend orally In furtherance and not in writing that limitation of the undertakings pursuant to this Section 6.5, if any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority objections are asserted with respect to the Antitrust Matterstransactions contemplated hereby under any Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby (including the Carveout Transaction) as violative of any Law or which would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or that would reasonably be expected to prevent or materially impede the consummation of the Merger, the Carveout Transaction or the other transactions contemplated by this Agreement and the Carveout Transaction Agreement, each of Parent, the Company and the Carveout Purchaser and their respective Affiliates shall use their respective reasonable best efforts to contest, resist and resolve any such objections or Actions, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger, the Carveout Transaction or the other transactions contemplated by this Agreement so as to permit consummation of the transactions contemplated by this Agreement and the Carveout Transaction Agreement. (diii) Each Notwithstanding the foregoing, Parent shall take, and cause its Affiliates to take, and Wolverine shall take, and cause its Affiliates (other than Parent) to take, any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law, and to enable all waiting periods under any Antitrust Law to expire, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to consummate the Merger, the Carveout Transaction or the other transactions contemplated by this Agreement or the Carveout Transaction Agreement, including (A) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; (B) subject to Section 6.5(e)(iv), if necessary to obtain clearance by any Governmental Entity, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products, leases, businesses or other operations or interests therein of the Company or Parent or either’s respective Subsidiaries or Affiliates and (C) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party agrees to promptly inform consummate the Merger, the Carveout Transaction or the other transactions contemplated by this Agreement or the Carveout Transaction Agreement and disclose taking any and all other actions to prevent the entry, enactment or promulgation thereof. (iv) Notwithstanding anything to the contrary in this Section 6.5, neither this Section 6.5, nor the “reasonable best efforts” standard shall require, or be construed to require, in order to obtain any required consent, clearance or approval from any Governmental Entity or otherwise, Xxxx, Golden Gate, Wolverine, Parent, the Company or any of their respective Affiliates (in the case of Wolverine, other than Parent) (the “Covered Parties”) to (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate, or propose, negotiate or offer to effect, or consent or commit to, any sale, leasing, licensing, transfer, disposal, divestiture or other encumberment, or holding separate, before or after the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties or (B) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties, if such action listed in subsections (A) or (B) above would reasonably be expected to have a material adverse effect on such Covered Party, it being understood that “material adverse effect” shall be determined at the level of, and shall be measured as to, what would have, or would reasonably be expected to have, a “material adverse effect” on (1) the PLG Business, taken as a whole, or (2) the PSS Business, taken as a whole. (v) Wolverine, Parent and the Company will not withdraw and refile their respective initial filings under the HSR Act or any other Antitrust Law unless each other party has consented in advance to such withdrawal and refiling. Nothing in this Agreement shall require the Company or its Affiliates, or Parent, Merger Sub and their respective Affiliates, to take or agree to take any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. (vi) For purposes of this Agreement, “Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable requestLaw” means the Xxxxxxx Act, the attorneysXxxxxxx Act, accountantsthe HSR Act, consultants the Federal Trade Commission Act and all other Laws that are designed or other advisors intended to prohibit, restrict or regulate actions having the purpose or effect of the Board monopolization or restraint of Directors trade or any committee thereof lessening of a requested party shall brief the Board of Directors competition through merger or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Mattersacquisition.

Antitrust Matters. KBR (i) Arena and Halliburton UT shall timely and promptly make all filings which may be required by each agreeof 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., on behalf non-U.S. or multinational Governmental or Regulatory Authority, including in response to any request by any Governmental or Regulatory Authority in contemplation of itself a review of the transactions contemplated hereby, and the members of its Group, to at all times during the term of this Agreement Parties shall respectively use their respective reasonable best efforts to assist cause the receipt of approval of, or prompt termination or expiration of the applicable waiting period under such Laws, including (A) each Party shall comply with any “second request” for information pursuant to applicable Antitrust Laws; (B) for a period commencing with the execution and 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 develop or commercialize IP receptor agonists for treatment of PAH other party’s full cooperation than pursuant to this Agreement; (C) for a period commencing with any Governmental Authority the execution and delivery of this Agreement and ending upon seventy five (75) days from the date of this Agreement (or earlier, upon Closing or termination or expiration of this Agreement), UT shall refrain from acquiring (by license, merger, asset acquisition or otherwise) rights from Third Parties to develop or commercialize additional PAH therapies (except pursuant agreements already in its investigation effect as of Antitrust Matters the date of this Agreement, and such other party’s investigation, defense and/or settlement 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 claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence foreign antitrust approval shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other made as soon as reasonably practicable after written request thereforfollowing the date of this Agreement, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use but in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, event not later than fifteen (iii15) to allow calendar days following the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party date hereof. Each Party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose furnish to the other party such necessary information and assistance as the other Party may reasonably request in connection with the preparation of any developmentsnecessary 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 negotiations memoranda setting forth the substance thereof) between such party Party or any member of its Grouprepresentatives, on the one hand, and the FTC, the Antitrust Division or any state, foreign or multinational Governmental or Regulatory Authority or third partymembers of their respective staffs, on the other 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 or on behalf of such Party to, or received by or on behalf of such Party from, the FTC, the Antitrust MattersDivision or any other state, except as prohibited foreign or multinational Governmental or Regulatory Authority regarding any of the transactions contemplated hereby. (ii) Notwithstanding the foregoing or anything to the contrary in this Agreement, (A) neither UT nor Arena (or any Affiliates of UT or Arena) shall be required to enter into any agreement that requires UT or Arena to dispose of any portion of its businesses, operations, assets or product lines other than the disposition that is contemplated in this Agreement; and (B) it is expressly understood and agreed that neither UT nor Arena (or any Affiliates of UT or Arena) shall have any obligation to litigate any judicial or administrative action or proceeding that may be brought in connection with the transactions contemplated by law this Agreement, and neither UT nor any Affiliate of UT shall be required to agree to any license, sale or lawful order other disposition or holding separate (through the establishment of a Governmental Authority. In additiontrust or otherwise) of shares of capital stock or of any business, upon either party’s reasonable requestassets or property of UT or any of its Affiliates, the attorneysProduct Operations or the Product Assets, accountantsor the imposition of any limitation on the ability of any of UT and its Affiliates to conduct their businesses (including the Product Operations) or to own or exercise control of such assets, consultants or other advisors of properties and stock (including the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersProduct Assets).

Antitrust Matters. KBR 2.11.1. Each Investor agrees to reasonably cooperate and Halliburton consult with each agree, on behalf other in connection with obtaining any required approvals of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist a Governmental Entity in connection with the other party’s full cooperation with Transaction, including each Investor making and causing Parent to make any notifications and filings required to be filed under any applicable Antitrust Law, and each Investor responding (and causing its controlled Affiliates to respond) as soon as practicable to any requests or inquiries for additional information or documentation from any Governmental Authority Entities in its investigation connection with applicable Antitrust Laws. In furtherance of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4if required, each Investor agrees to make an appropriate filing of Halliburton any notifications and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause filings required to be provided, filed under applicable Antitrust Law with respect to each other the transactions as soon promptly as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself date hereof and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to secure termination of any waiting periods under any applicable Law and to obtain the approval of Governmental Entities for the Mergers and the other transactions contemplated hereby. Each party agrees to make available as promptly as practicable to the other parties’ counsel such information and materials as each of them may reasonably request, and as may be appropriate or required under applicable Antitrust Laws or otherwise, relative to its business, assets and property or otherwise as may be required of each of them to file any information requested or required by such Governmental Entities under the applicable Antitrust Laws. Any information or materials provided to the other parties pursuant to this Section 2.11 may be provided on an “outside counsel only” basis, if appropriate, and that information or materials may also be redacted (i) make available any to remove references concerning the valuation of its current the Company, Hospitality and former directorsother Paired Entities Subsidiaries, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally as necessary to comply with contractual arrangements and in writing that any obligations and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand juryiii) with any investigation conducted by a party, the DOJ as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. 2.11.2. Each party hereto shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Authority Entity with respect to the Antitrust Matters. Mergers, (dii) Each party agrees keep the other parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform and disclose to the other party parties of (and provide copies of) any developments, communications to or negotiations between such party or any member of its Group, on the one hand, and from any Governmental Authority Entity and keep the other parties reasonably informed regarding any substantive communications to or from a third party, on in each case regarding the Transaction. Each party hereto will have the right to review in advance, and each party will consult and cooperate with the other handparties and will consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted by an Investor or Parent to any Governmental Entity in connection with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authoritythe Transaction. In addition, upon either party’s reasonable except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each party hereto will permit authorized Representatives of the attorneysother parties to be present at each meeting or conference relating to such request, accountantsinquiry, consultants investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted in writing to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. 2.11.3. In connection with obtaining any consents or approvals by or from Governmental Entities in connection with the Transaction (including pursuant to Antitrust Laws or otherwise), neither Investor shall agree to take any action with respect to the Company, Hospitality or the Paired Entities Subsidiaries without the prior written approval of the other Investor. 2.11.4. With the exception of making the required notifications and filings pursuant to applicable Antitrust Laws and responding to any requests or inquiries for additional information or documentation from Governmental Entities pursuant to Section 2.11.1, notwithstanding anything contained in this Agreement to the contrary, nothing in this Section 2.11 or any other provision of this Agreement shall require (a) the Blackstone Investor to take or agree to take any action with respect to itself or its affiliates (including The Blackstone Group Inc., and any investment funds or investment vehicles affiliated with, or managed or advised by, The Blackstone Group Inc., or any portfolio company (as such term is commonly understood in the private equity industry) or investment of The Blackstone Group Inc. or of any such investment fund or investment vehicle, other than the Company, Hospitality or the Paired Entities Subsidiaries) or (b) the Starwood Investor to take or agree to take any action with respect to itself or its affiliates (including Starwood Capital Group Holdings, L.P., and any investment funds or investment vehicles affiliated with, or managed or advised by, Starwood Capital Group Holdings, L.P., or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Starwood Capital Group Holdings, L.P. or of any such investment fund or investment vehicle, other than the Company, Hospitality or the Paired Entities Subsidiaries). 2.11.5. Other than the Transaction, each Investor shall, and shall cause its Subsidiaries to refrain, from, directly or indirectly, merging with or into or consolidating with or purchasing a portion of the assets of or equity in, or acquiring by any other manner, any business or any corporation, partnership, association or other advisors business organization or division thereof, or agreeing to do any of the Board of Directors foregoing (including entering into definitive agreements to acquire a business engaged in the lodging industry) that would reasonably be expected to materially delay or any committee thereof of a requested party shall brief prevent the Board of Directors or any committee thereof consummation of the requesting party concerning the status of or issues arising under or relating Transaction, in each case to the Antitrust Mattersextent required by the Merger Agreement.

Antitrust Matters. KBR Buyer shall (a) file and Halliburton each agreecause its Affiliates to file, within four (4) weeks of the date hereof or such other date as the Parties agree based on behalf the advice of itself antitrust counsel, all reports, filings and other documents required or requested of Buyer or its Affiliates by the members 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 GroupAffiliates 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 at 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 times during licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the term 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 use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust MattersAgreement. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence Buyer shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: not (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting partywithdraw and re-file its Premerger Notification and Report Form, (ii) for use in extend any Regulatory Proceeding, judicial proceeding waiting period or other proceeding comparable period or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) enter into any agreement not to allow consummate the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsibleContemplated Transactions, or (iv) to comply except, in each case, with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by the prior written consent of Seller. The foregoing covenants in this Section 8.15 to violate any Law 6.2 do not require Buyer or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directorsAffiliates to (A) defend against or oppose any formal administrative complaint, officerslawsuit, employeesmotion for preliminary or permanent injunction, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ temporary restraining order or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including actions brought by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third partyprivate party seeking to block the Transaction under the Antitrust Laws, on the other handor (B) propose, with respect negotiate, offer to Antitrust Matterscommit to enter into or effect, except as prohibited by law consent decree, hold separate order or lawful order otherwise, sell, offer to sell or otherwise dispose of, any acute care hospital of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants Buyer or its Affiliates or hold separate such acute care hospital properties pending such sale or other advisors of disposition. Buyer shall be responsible for paying any required filing fees under the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersHSR Act.

Antitrust Matters. KBR Without limiting the generality of the undertakings pursuant to this Section 6.5, but subject to the terms and Halliburton each agreeconditions set forth in this Agreement, on behalf including this Section 6.5(b), Parent shall, as promptly as reasonably practicable, take all actions necessary to obtain approvals or secure the expiration or termination of itself any applicable waiting period under the HSR Act, EUMR or any Foreign Antitrust Laws and resolve any objections asserted with respect to the members Merger or the other transactions contemplated by this Agreement under any applicable Law raised by any federal, state, local or foreign court or other Governmental Entity with jurisdiction over enforcement of its Groupany applicable Antitrust Laws (each, a “Governmental Antitrust Entity”) in order to at all times during prevent the term 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 use reasonable best efforts (it being understood that the foregoing shall not affect the determination of the Outside Date), including (A) agreeing to assist 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 party’s full cooperation 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 Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Mattersforegoing and, in the possession case of actions by or under with respect to the control of Company or its Subsidiaries, by consenting to such party that action by the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing Company or other requirements imposed on the requesting party its Subsidiaries (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations consents required under this Agreement or any Ancillary Agreementwith respect to such action) (the actions described in clauses (A) through (E), collectively, “Divestiture Actions”); provided, however, that neither party in no event shall be required by this Section 8.15 to violate any Law Parent or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directorsAffiliates be required to take any Divestiture Action other than pursuant to Section 6.5(c)(iii) if such Divestiture Action, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the taken together with all other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority Divestiture Actions undertaken with respect to the Antitrust Matters. matters contemplated by this Section 6.5 and such terms, conditions and consequences described in Section 7.2(c), would reasonably be likely to result in (dx) Each party agrees in the case of Divestiture Actions contemplated by clauses (A) and (B), the one-year loss of net sales to promptly inform Parent, the Company and disclose 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 (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 other party Merger), taken as a whole, taking into account all effects described in clause (x) above (any developmentsof the results described in clause (x) or (y), communications a “Substantial Detriment”). The Company shall not, and shall cause its Subsidiaries and their respective Representatives not to, take any action described in the previous sentence, or negotiations between propose, proffer or agree to undertake any such party action, without the prior written consent of Parent; provided, however, that Parent shall be entitled, in its sole discretion, to compel the Company and its Subsidiaries to take any such action (or propose, proffer or agree to undertake any member of its Group, such action) if such action is conditioned on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors occurrence of the Board of Directors Closing or any committee thereof of a requested party shall brief is only effective after the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersEffective Time.

Antitrust Matters. KBR Seller shall (a) file and Halliburton 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 it or its Affiliates by the Federal Trade Commission (“FTC”), the United States Department of Justice (“Justice Department”) or any other Government 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 agreeas amended, on behalf 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 itself and monopolization or restraint of trade (collectively, the members “Antitrust Laws”), (b) comply at the earliest practicable date with any request received by Seller or any of its GroupAffiliates 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 Buyer in connection with any filing under applicable Antitrust Laws with respect to at 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 Buyer of any material communication made to or received by 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 times during licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the term 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 Buyer such information concerning Seller as Buyer needs to perform its obligations under Section 6.2 of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust MattersAgreement. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence Seller shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: not (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting partywithdraw and re-file its Premerger Notification and Report Form, (ii) for use in extend any Regulatory Proceeding, judicial proceeding waiting period or other proceeding comparable period or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) enter into any agreement not to allow consummate the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsibleContemplated Transactions, or (iv) to comply except, in each case, with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by the prior written consent of Buyer. The foregoing covenants in this Section 8.15 to violate any Law 5.5 do not require Seller or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directorsAffiliates to (A) defend against or oppose any formal administrative complaint, officerslawsuit, employeesmotion for preliminary or permanent injunction, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ temporary restraining order or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including actions brought by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third partyprivate party seeking to block the Transaction under the Antitrust Laws, on 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 the other hand, with respect to Antitrust Matters, except as prohibited by law Seller Entities or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants hold separate such acute care hospital properties pending such sale or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Mattersdisposition.

Antitrust Matters. KBR Each of the Sellers and Halliburton each agreeBuyer agrees to file all appropriate notifications and filings pursuant to the HSR Act or any applicable foreign antitrust and competition Legal Requirements with respect to the Contemplated Transactions in the most expeditious manner practicable, but in any event within fifteen (15) Business Days after the date hereof and 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 Legal Requirements. PSC, on its own behalf and on behalf of itself Xxxx, and Buyer shall pay fifty percent (50%) of all filing fees associated with the members HSR filings and any applicable foreign antitrust and competition Legal Requirements. Each of the Sellers and Buyer will use its Group, to at all times during the term of this Agreement use reasonable best efforts to assist 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 Buyer agrees not to 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, filings or communications with Governmental Authorities, with 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 full cooperation 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 Authority in its investigation Authority). In the interest of Antitrust Matters and such other party’s investigationclarity, defense and/or settlement of neither Buyer nor any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to Affiliates shall be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needsobligated to: (i) offer, negotiate, commit to comply with reportingor effect, disclosureby consent decree, filing hold separate order, trust or otherwise, the sale, divestiture, license or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting partydisposition of any capital stock, assets, rights, products or businesses; (ii) for use in agree to any Regulatory Proceedingrestrictions on the activities of Buyer or its Affiliates (including, judicial proceeding or other proceeding or in order to satisfy auditafter the Closing, accounting, claims, regulatory, litigation, subpoena or other similar requirements, any of the Companies); (iii) waive any rights to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or they are entitled; (iv) pay any amount; (v) defend commence or prosecute any Action; or (vi) take any other action to comply with its obligations under this Agreement prevent, effect the dissolution of, vacate, or lift any Ancillary Agreement; provideddecree, howeverorder, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client judgment, injunction, temporary restraining order, or other work-product privilege. In order in any suit or proceeding that would otherwise have the event that any party determines that such provision effect of Information pursuant to this Section 8.15 could violate any Law preventing or agreement, or waive any attorney-client or work-product privilege, delaying the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors consummation of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersContemplated Transactions.

Antitrust Matters. KBR Subject to the terms and Halliburton conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 6.5, each agree, on behalf of itself the Company and Buyer (in all cases set forth below) agree to take or cause to be taken the following actions with respect to the filings and approvals required under the HSR Act and the members other Antitrust Laws with respect to the transactions contemplated by this Agreement: (i) to provide any information, document or filing or any supplementary information, document or filings requested or required by any Governmental Entity with jurisdiction over enforcement of its Group, any Antitrust Law (a “Governmental Antitrust Entity”) with respect to at all times during the term of transactions contemplated by this Agreement as promptly as practicable; (ii) to cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry or Proceedings, whether judicial or administrative, by a Governmental Antitrust Entity with respect to the transactions contemplated by this Agreement; (iii) to use its reasonable best efforts to assist avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, investigation or Law that would restrain, prevent, enjoin, prohibit or materially delay consummation of the transactions contemplated by this Agreement; and (iv) to contest, resist, defend and resolve any lawsuit or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transaction contemplated by it, and in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or Law is entered, issued or enacted, or becomes reasonably foreseeable to be entered, issued or enacted, in any Proceedings, review or inquiry of any kind that would make consummation of the Acquisition in accordance with the other party’s full cooperation with any Governmental Authority in its investigation terms of Antitrust Matters and such other party’s investigationthis Agreement unlawful or that would restrain, defense and/or settlement of any claim by any Governmental Authority relating to prevent, enjoin, prohibit or arising out materially delay consummation of the Antitrust Matters. Without limiting Acquisition or the foregoingother transactions contemplated by this Agreement, a party’s to use its reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully steps (including the appeal thereof, the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or enactment so as to permit such consummation on a schedule as close as possible to that contemplated by appearing for interviews with Governmental Authorities or testimonythis Agreement. Notwithstanding anything in this Agreement to the contrary, including sworn testimony before a grand jurythe obligations of Buyer under this Section 6.5(e) with any investigation conducted by a party, the DOJ or other Governmental Authority respect to required approvals under Antitrust Laws with respect to the Antitrust Matters. transactions contemplated by this Agreement shall not include Buyer committing to (dwhether or not conditioned upon the consummation of the Closing): (A) Each party agrees selling, divesting, or otherwise conveying assets, categories, portions or parts of assets or businesses of Buyer and its Subsidiaries, (B) agreeing to promptly inform sell, divest, or otherwise convey any asset, category, portion or part of an asset or business of the Company and disclose its Subsidiaries, (C) permitting the Company to sell, divest, or otherwise convey any of the other party any developmentsassets, communications categories, portions or negotiations between such party parts of assets or business of the Company or any member of its GroupSubsidiaries or (D) licensing, on the one hand, and any Governmental Authority holding separate or third party, on the other hand, entering into similar arrangements with respect to Antitrust Matters, except as prohibited by law its respective assets or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors assets of the Board Company or conduct of Directors business arrangements or terminating any existing relationships or contractual rights or obligations as a condition to obtaining any expirations of waiting periods under the HSR Act or consents from any Governmental Antitrust Entity necessary to consummate the transactions contemplated hereby, if such actions (in any of the foregoing cases), individually or in the aggregate, would or would reasonably be expected to (1) result in any material limitation, restriction or prohibition on the ability of Buyer or any committee thereof of its Subsidiaries effectively to acquire, hold or exercise full rights of ownership (including with respect to voting) of the Company, its Subsidiaries or their respective assets as contemplated pursuant to this Agreement, (2) result in a requested party material reduction in the reasonably anticipated benefits (financial or otherwise) to Buyer of the transactions contemplated by this Agreement or (3) materially diminish the commercial value of, or result in an impact that is materially adverse to the assets, business, results of operation or condition (financial or otherwise) of, either (x) the Company and its Subsidiaries, or their respective businesses taken as a whole or (y) Buyer and its Subsidiaries, or their respective businesses, taken as a whole (any of the effects in (1) through (3), a “Burdensome Condition”). Subject to the above provisions of Section 6.5(b)(ii) and this Section 6.5(e), Buyer shall brief have the Board authority to direct and control the strategy of Directors making the filings and seeking the approvals under applicable Antitrust Laws. For the avoidance of doubt, in no event shall this Section 6.5 apply with respect to the Financing, or any committee thereof filings or approvals to be made with respect thereto or in connection therewith, and the obligations in respect of the requesting party concerning the status of Financing, or issues arising under any filings or relating approvals to the Antitrust Mattersbe made with respect thereto or in connection therewith, shall be governed solely by Section 6.14.

Antitrust Matters. KBR Each of Seller and Halliburton each agreeBuyer shall as promptly as practicable, on behalf but in no event later than five (5) Business Days following the execution and delivery of itself this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the members United States Department of its GroupJustice (the “DOJ”) the notification and report form, to at all times during if any, required for the term of 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 its preparation of any filing or submission that is 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 assist with obtain any clearance required by, and cause the other party’s full cooperation 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 Authority in its investigation of Antitrust Matters Entity not to consummate the transactions contemplated by this Agreement and such other party’s investigationthe Other Transaction Documents, defense and/or settlement of any claim by any Governmental Authority relating to or arising out except with the prior written consent of the Antitrust Mattersother party hereto. Without limiting 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’s , is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or any of the Other Transaction Documents as violative of the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, each of Seller and Buyer shall cooperate in all respects with each other and Buyer shall take reasonable best efforts to assist with contest and resist any such action or proceeding and to 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 the other party’s full cooperation transactions contemplated by this Agreement. Notwithstanding anything herein to the preceding sentence contrary, nothing in this Agreement requires or shall include: (a) Without limiting be deemed to require Buyer to propose, negotiate, agree or qualifying commit to transfer or hold separate or dispose of asses or businesses if such actions would result in, or would be reasonably likely to result in, either individually or in the parties’ rights and obligations in Section 8.4 or Section 3.4aggregate, each of Halliburton and KBR agrees, a material adverse effect on behalf of itself the Company and the members of its GroupCompany Subsidiaries, to provide, or cause to be provided, to each other taken as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequencewhole. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.

Antitrust Matters. KBR Seller shall (a) produce at the earliest practicable date all documents that may be requested of Seller or its Affiliates by the Federal Trade Commission (“FTC”), the United States Department of Justice (“Justice Department”) or any other Government 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, 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 substantial lessening of competition (collectively, the “Antitrust Laws”), (b) cooperate with Buyer in connection with engaging with the FTC, the Justice Department or any other Government Entity in efforts to obtain regulatory approval of the transactions contemplated by this Agreement, (c) promptly inform Buyer of any material communication made to or received by Seller from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (d) use commercially reasonable efforts to obtain all consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and Halliburton each agreeany other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, on behalf and to permit the consummation of itself in the most expeditious manner practicable, the transactions contemplated by this Agreement, and the members of (e) promptly furnish to Buyer such information concerning Seller as Buyer needs to perform its Group, to at all times during the term obligations under Section 6.2 of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust MattersAgreement. Without limiting the foregoing, a party’s reasonable best efforts Seller shall have no obligation to assist with participate in the defense of an injunction action or other party’s full cooperation contemplated legal proceeding brought under the Antitrust Laws by the preceding sentence shall include: (a) Without limiting or qualifying FTC, the parties’ rights and obligations in Section 8.4 or Section 3.4Justice Department, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provideany other Government Entity, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting private party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.

Antitrust Matters. KBR and Halliburton each agree, on behalf Each of itself the Company and the members Buyer agrees to file all appropriate notifications and filings pursuant to the HSR Act or any other applicable antitrust or competition laws with respect to the Contemplated Transactions in the most expeditious manner practicable, but in any event within three (3) Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested of its Group, such party by the relevant Governmental Authorities in connection with the HSR Act or any other applicable antitrust or competition laws. Each of the Company and the Buyer agrees to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out obtain early termination of the Antitrust Matterswaiting period under the HSR Act and any other applicable antitrust or competition law, as applicable. Without limiting Each of the foregoing, a party’s Company and the Buyer agrees to use reasonable best efforts to assist avoid or eliminate as soon as possible each and every impediment under the HSR Act and any 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, including committing to and/or effecting, by consent decree, hold separate order or otherwise, the sale or disposition of such assets, securities, facilities or other properties as are required to be divested in order to facilitate the expiration or termination of the HSR Act waiting period or otherwise obtain all applicable merger control clearances under the HSR Act 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’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights party in advance, if at all possible, and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceedingto the extent not prohibited by such governmental antitrust authority, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow gives the other party the opportunity to defend attend and participate. The Company and the Buyer will supply each other with copies of all correspondence, filings or settle any claim relating communications with governmental antitrust authorities, with respect to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreementthe Contemplated Transactions; provided, however, that neither party shall be required by this Section 8.15 to violate the extent any Law of the documents or waive any attorney-client information are commercially or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilegecompetitively sensitive, the parties shall take all reasonable measures Company or the Buyer, as the case may be, may satisfy its obligations by providing such documents or information to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand’s outside antitrust counsel, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party understanding that such antitrust counsel shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Mattersnot share such documents and information with its client.

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) Subject to comply with reportingthe terms and conditions set forth in this Agreement, disclosure, filing or other requirements imposed on without limiting the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over generality of the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information undertakings pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.47.02, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its GroupSeller, on the one hand, and any Governmental Authority or third partyPurchaser, on the other hand, agree to take or cause to be taken the following actions until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms: (A) as soon as practicable, and in any event with respect to Antitrust Mattersthe Filing under the HSR Act, no later than ten (10) Business Days following the date of this Agreement, to file (1) the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act (which filing, including the exhibits thereto, shall not be shared or otherwise disclosed to the other parties, except for providing copies of Item 4 documents to outside counsel of each party, with any redactions as prohibited permitted by law or lawful order this Section 7.02) for Seller and Purchaser, in each case, requesting early termination of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants waiting period with respect to the transactions contemplated hereby and (2) any notification or other advisors form necessary to obtain any consents, clearances or approvals required under or in connection with any other Antitrust Law; provided, however, it is agreed and acknowledged that Purchaser shall pay the filing fee required in connection with the Filing under the HSR Act; (B) to promptly provide to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the Board transactions contemplated hereby; and (C) to use reasonable best efforts to take, and to cause each of Directors its subsidiaries to take, any and all actions necessary to obtain any Consents or clearances required under or in connection with any Antitrust Law and enable all waiting periods under any Antitrust Law to expire and Purchaser shall use reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur prior to the Termination Date or the Extended Termination Date, as applicable, including using reasonable best efforts to comply with, and modifying where appropriate, any requests for additional information by any Governmental Entity. (ii) Notwithstanding the foregoing, nothing in this Section 7.02(d) or otherwise in this Agreement shall require Purchaser or any committee thereof of a requested party shall brief its subsidiaries to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, or take any other action that, in the Board reasonable judgment of Directors Purchaser, could be expected to limit the right of Purchaser or any committee thereof its subsidiaries to own or operate all or any portion of their respective businesses or assets (including the Company following the Closing) or otherwise receive the full benefits of the requesting party concerning Acquisition or the status Marketing Partnership Agreement. (iii) Nothing in this Section 7.02(d) shall require Seller or its Affiliates or Purchaser or its Affiliates to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or issues arising under action is conditioned upon the Closing. (iv) Seller and its Affiliates shall not, without the prior written consent of Purchaser, publicly or relating before any Governmental Entity or other third party, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale, license, assignment, transfer, divestiture, hold separate or other disposition of any assets, business or portion of business, or the Antitrust Mattersimposition of any restriction, requirement or limitation on the operation of any business or assets.

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement Each Investor will use reasonable best efforts to assist with the other party’s full cooperation with supply and provide information that is accurate in all material respects to any Governmental Authority requesting such information in its investigation of connection with filings or notifications under, or relating to, Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by Laws. If any Governmental Authority relating asserts any objections under the HSR Act or any other applicable antitrust, competition or fair trade Laws (collectively, the “Antitrust Laws”) with respect to the Merger and such objections relate to the activities or arising out investments of the Antitrust Matters. Without limiting the foregoingan Investor or such Investor’s affiliates, a party’s such Investor shall use its reasonable best efforts to assist with resolve such objections. If such Investor is unable to resolve such objections after using its reasonable best efforts, then the other party’s full cooperation contemplated by Requisite Investors shall have the preceding sentence shall include: (a) Without limiting or qualifying right, but not the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Groupobligation, to provide, or cause direct such Investor (the “Affected Investor”) to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) modify or forego any or all of its governance rights with respect to comply with reporting, disclosure, filing or other requirements imposed on Parent and its Affiliates until such future time as such objections would no longer be applicable if the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over Requisite Investors determine in good faith that such action may contribute to the requesting partyresolution of such objections or, (ii) for use solely in any Regulatory Proceedingthe 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), judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with assign all of its rights and obligations under this Agreement and under its Guarantee and Equity Commitment Letter with respect to all or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members portion of its Group, Commitments to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested a person selected by the other partyRequisite Investors, the DOJ or other Governmental Authority; and (ii) recommend orally and provided such person agrees in writing that 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 persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand juryagreements and instruments) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. portion (dif less than all) Each party agrees to promptly inform of the Commitments so assigned and disclose to assumed and the other party any developments, communications or negotiations between such party or any member of its Group, on Investors provide the one hand, and any Governmental Authority or third party, on the other hand, Affected Investor with a mutually satisfactory indemnity with respect to Antitrust Mattersits 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 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 (if less than all) of the Commitments so assigned and assumed, except as prohibited by law or lawful order with respect to breaches of a Governmental Authoritythis Agreement and such Equity Commitment Letter occurring prior to the date of such release. In addition, upon either party’s reasonable request, The Requisite Investors will consult with the attorneys, accountants, consultants or other advisors Affected Investor before directing the Affected Investor to take any of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating foregoing actions and will use all reasonable efforts to the Antitrust Mattersattempt to resolve such objections.

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying Each party shall file with the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself Federal Trade Commission (“FTC”) and the members Antitrust Division of its Groupthe U.S. Department of Justice (“DOJ”) the notification and report form (the “HSR Filing”) required under the HSR Act, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating with respect to the Antitrust Matters, in transactions contemplated hereby no later than the possession or under third (3rd) Business Day following the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party date hereof. The HSR Filing shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In in compliance with the event that any party determines that such provision requirements of Information pursuant to this Section 8.15 could violate any Law or agreementthe HSR Act, or waive any attorney-client or work-product privilege, and the parties shall take all reasonable measures to permit request early termination of the compliance with such obligations in a manner that avoids any such harm or consequencewaiting period required by the HSR Act. (b) Notwithstanding Section 8.4Both parties shall respond as promptly as practicable to any inquiries received from the FTC or the DOJ for additional information or documentation and to all inquiries and requests received from any state attorney general or other Governmental Authority in relation to any antitrust laws in each case regarding any of the transactions contemplated by this Agreement. Neither party shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ or any Governmental Authority not to consummate the transactions contemplated by this Agreement, each party hereby undertakes, on behalf except with the prior written consent of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Mattersparty. (c) Each The parties shall each cooperate and consult with each other in connection with obtaining all required regulatory consents from the FTC, DOJ, or any other governmental authority in relation to any antitrust law. In particular, each party agrees, on behalf of itself and the members of its Groupshall, to use reasonable best efforts to the extent practicable and in such party’s view appropriate, (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by furnish as promptly as reasonably practicable to the other any information concerning its business, properties, and personnel as the other party may reasonably request, in connection with any filing or submission to the FTC, DOJ, or any other governmental authority in connection with any investigation or other inquiry, including any proceeding initiated by a private party, the DOJ or other Governmental Authority; and (ii) recommend orally permit the other party to review in advance, and accept reasonable comments, in writing that connection with any and all such persons cooperate fully (including by appearing for interviews proposed written communication with Governmental Authorities the FTC, DOJ, or testimony, including sworn testimony before a grand jury) any other governmental authority in connection with any investigation conducted or other inquiry relating to any antitrust law, including any proceeding initiated by a private party. In addition, each party shall (x) promptly inform the other party of (and, to the extent practicable and in such party’s view appropriate, supply to the other party) any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the DOJ, the FTC or any other governmental authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the DOJ transactions contemplated in this Agreement, and (y) consult with the other party in advance, to the extent practicable and not prohibited by law, of any meeting or conference with the DOJ, the FTC, or any other governmental authority, or, in connection with any proceeding by a private party, with any other person, and, to the extent practicable an in such party’s view appropriate and to the extent permitted by the DOJ, the FTC, or other Governmental Authority with respect such applicable governmental authority, give the other party the opportunity to the Antitrust Mattersattend and participate in such meetings and conferences. (d) Each party agrees The parties from the date hereof until the Termination Date shall use their respective reasonable commercial efforts to promptly inform and disclose avoid the entry of, or to the other party have vacated or terminated, any developmentsdecree, communications or negotiations between such party or any member of its Grouporder, on the one handjudgment, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or impediment relating to any antitrust law that would restrain, prevent, or delay the Antitrust MattersClosing Date.

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself Parent and the members of its Group, to provide, or cause Company promptly will complete all documents required to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to filed with the Antitrust Matters, Federal Trade Commission and the Department of Justice in the possession or under the control of such party that the requesting party reasonably needs: (i) order to comply with reportingthe HSR Act and, disclosuretogether with the Persons who are required to join in such filings, filing or other requirements imposed on will file the requesting party (including under applicable securities laws) same with the appropriate Governmental Entities. Parent and the Company promptly will furnish all materials thereafter required by a any of the Governmental Authority Entities having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall filings and will take all reasonable measures actions and file and use all reasonable efforts to permit the compliance have declared effective or approved all documents and notifications with such obligations in a manner that avoids any such harm or consequenceGovernmental Entities, as may be required under the HSR Act for the consummation of the Merger. (b) Notwithstanding Section 8.4Parent will use its best efforts to resolve such objections, each if any, as may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory laws, rules or regulations of any domestic or foreign Governmental Entity ("Antitrust Laws"). If any suit is threatened or instituted challenging the Merger as violating any Antitrust Law, Parent will take such action (including opposing by all appropriate legal means any claim raised in any such suit and, if necessary, agreeing to hold separate or to divest any of the businesses, product lines or assets of Parent or any of its Affiliates controlled by it or of any of its Subsidiaries or Affiliates) as may be required (i) by the applicable Governmental Entity in order to resolve such objections as such Governmental Entity may have to such transactions under such Antitrust Law or (ii) by any domestic or foreign court or similar tribunal, in any suit brought by a private party hereby undertakesor governmental authority challenging the Merger as violating any Antitrust Law, on behalf in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of itself preventing the consummation of the Merger. The entry by a court, in any suit brought by a private party or Governmental Entity challenging the Merger as violating any Antitrust Law, of an order or decree permitting the Merger but requiring that any of the businesses or assets of Parent or any Parent Subsidiary or Affiliates be divested or held separate by Parent, or that would otherwise limit Parent's freedom of action with respect to, or its ability to retain, the Company and the members Company Subsidiaries or any portion thereof or any of Parent's or its GroupSubsidiaries' or Affiliates' other assets or businesses, will not be deemed a failure to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matterssatisfy the conditions specified in Section 8.01(d). (c) Each party agreespromptly will inform the other of any material communication from the Federal Trade Commission, on behalf the Department of itself and Justice, the members of its Group, to use reasonable best efforts to (i) make available FCC or any other domestic or foreign Governmental Entity regarding any of its current the transactions contemplated by this Agreement. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such government or authority with respect to the transactions contemplated by this Agreement, such party will endeavor in good faith to make, as soon as reasonably practicable and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by after consultation with the other party, an appropriate response to such request. Parent promptly will advise the DOJ Company in respect of any understandings, undertakings or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews agreements which Parent proposes to make or enter into with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a partythe Federal Trade Commission, the DOJ or other Governmental Authority with respect to Department of Justice, the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party FCC or any member of its Group, on other domestic or foreign Governmental Entity in connection with the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited transactions contemplated by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Mattersthis Agreement.

Antitrust Matters. KBR and Halliburton Each of the Seller, each agree, on behalf of itself Acquired Company and the members Buyer agrees to file all appropriate notifications and filings pursuant to the HSR Act with respect to the Contemplated Transactions in the most expeditious manner practicable, but in any event within seven (7) Business Days after the date hereof and 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. Each of the Seller, each Acquired Company and the Buyer agrees to use its Group, to at all times during the term of this Agreement use reasonable best efforts to assist obtain early termination of the waiting period under the HSR Act. The Buyer agrees to take, and to cause its Affiliates to take, any and all steps necessary to avoid or eliminate as soon as possible each and every impediment under the HSR Act so as to enable the parties to expeditiously consummate the Contemplated Transactions, including committing to and/ -45- or effecting, by consent decree, hold separate order or otherwise, the sale or disposition of such assets, securities, facilities or other properties as are required to be divested in order to facilitate the expiration or termination of the HSR Act waiting period or otherwise obtain clearance under the HSR Act. The Buyer shall pay the filing fees associated with the other party’s full cooperation 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 its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of connection with the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist Contemplated Transactions unless it consults with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations party in Section 8.4 or Section 3.4advance, each of Halliburton and KBR agreesif at all possible, on behalf of itself and the members of its Groupand, to providethe extent not prohibited by such Governmental Authority, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow gives the other party the opportunity to defend attend and participate. The Seller, the Acquired Companies and the Buyer will supply each other with copies of all correspondence, filings or settle any claim relating communications with Governmental Authorities, with respect to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreementthe Contemplated Transactions; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available extent any of its current and former directorsthe documents or information are commercially or competitively sensitive, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in any of the Antitrust Matters and whose cooperation is requested by Seller or the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its GroupAcquired Companies, on the one hand, and any Governmental Authority or third partythe Buyer, on the other hand, with respect as the case may be, may satisfy their obligations by providing such documents or information to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either the other party’s reasonable requestoutside antitrust counsel, with the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party understanding that such antitrust counsel shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Mattersnot share such documents and information with its client.

Antitrust Matters. KBR Subject to the terms and Halliburton conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, each agree, on behalf of itself the Company (in the case of (i)-(iii)) and Parent (in all cases set forth below) agrees to take or cause to be taken the members following actions: (i) the prompt use of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist provide to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable antitrust or competition Laws (“Government Antitrust Entity”) information and documents requested by any Government Antitrust Entity, including filing within ten (10) Business Days hereof a Notification and Report Form under the HSR Act and promptly after any such request, substantial compliance with any request for additional information and documentary material under the HSR Act; (ii) the prompt use of its reasonable best efforts, subject to applicable Law relating to the exchange of information, to: (A) cooperate in all respects with each other in connection with any filing, submission, or oral presentation and in connection with any investigation initiated by a Government Antitrust Entity; (B) keep the other party’s full cooperation with any Governmental Authority in party and its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement counsel informed on a current basis of any claim communication received by such party from, or given by, any Governmental Authority relating to or arising out Government Antitrust Entity, in each case, regarding any of the Transactions; and (C) permit the other party and its counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Government Antitrust Matters. Without limiting Entity, and to the foregoingextent permitted by the Government Antitrust Entity, a party’s give the other party and its counsel the opportunity to attend and participate in such meetings and conferences; (iii) the prompt use of its reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matterstake, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, in any proceeding that such provision would make consummation of Information pursuant to the Merger or the other Transactions in accordance with the terms of this Section 8.15 could violate any Law or agreementAgreement unlawful, or waive any attorney-client that would prevent, enjoin or work-product privilege, otherwise prohibit consummation of the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm Merger or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other partyTransactions, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully steps (including the appeal thereof and the posting of a bond, but excluding the taking of the steps contemplated by appearing for interviews with Governmental Authorities clause (iv) of this paragraph) necessary to vacate, modify, reverse, suspend, eliminate or testimonyremove such actual injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement; and (iv) the prompt taking of any and all actions (the sequencing of which shall lie in the reasonable discretion of Parent) necessary to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions, including sworn testimony before a grand jury) with the defense through litigation on the merits of any investigation conducted claim asserted in any court, agency or other proceeding by a partyany person or entity, including any Governmental Entity, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions and the proffer and agreement by Parent of its willingness to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, any assets, rights, product lines, licenses, categories of assets or businesses or other operations, or interests therein, of the Company, Parent or any of their respective Subsidiaries (and the entry into agreements with, and submission to orders of, the DOJ relevant Government Antitrust Entity giving effect thereto) if such action should be necessary to (x) eliminate the actual issuance of any order, decree, decision, determination or judgment that would delay, prevent, enjoin or otherwise prohibit consummation of the Merger or the other Governmental Authority with respect Transactions by any Government Antitrust Entity or (y) cause the Closing to occur prior to April 30, 2014. Notwithstanding the foregoing, the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.4(f) as “Antitrust MattersCounsel Only Material. ” Such materials and the information contained therein shall be given only to the outside counsel regarding Antitrust Law of the recipient and will not be disclosed by outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (dthe Company or Parent as the case may be) Each party agrees or its legal counsel. Notwithstanding anything to promptly inform and disclose the contrary in this Section 7.4(f), materials provided to the other party any developments, communications or negotiations between such party or any member of its Group, on counsel may be redacted to remove references concerning the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors valuation of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersCompany.

Antitrust Matters. KBR Each of the Company and Halliburton each agreeParent agrees to file all appropriate notifications and filings pursuant to the HSR Act or any applicable foreign antitrust and competition laws with respect to the Contemplated Transactions in the most expeditious manner practicable, on behalf but in any event within ten (10) Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested of itself such party by the relevant Governmental Authorities in connection with the HSR Act or any applicable foreign antitrust and competition laws. Each of the members of Company and Parent agrees to use its Group, to at all times during the term of this Agreement use reasonable best efforts to assist take such actions as are necessary or reasonably advisable to promptly 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 enable the parties to expeditiously consummate the Contemplated Transactions, including in the case of Parent and Merger Sub committing to or effecting, by consent decree, hold separate order or otherwise, the sale or disposition of such assets, securities, facilities or other properties as are required to be divested in order to facilitate the expiration or termination of the HSR Act waiting period or otherwise obtain all applicable merger control clearances under the HSR Act 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 full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigationoutside antitrust counsel, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence understanding that such antitrust counsel shall include: not share such documents and information with its client (a) Without limiting or qualifying the parties’ rights although such antitrust counsel may use such documents and obligations information in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, advocating on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Mattersgovernmental antitrust authority). (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.

Antitrust Matters. KBR Each of the Company and Halliburton each agreeParent agrees to file all appropriate notifications and filings pursuant to the HSR Act or any applicable foreign antitrust and competition laws with respect to the Contemplated Transactions in the most expeditious manner practicable, on behalf but in any event within ten (10) Business Days after the date hereof and shall use their commercially reasonable efforts to supply promptly any additional information and documentary material that may be requested of itself 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 members filing fees associated with the HSR filings. Each of its Groupthe 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 at 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 times during applicable privileges, including the term attorney-client privilege, the Company and Parent will supply each other with copies of this Agreement use reasonable best efforts all correspondence, filings or communications with antitrust Governmental Authorities, with respect to assist with 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 full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigationoutside antitrust counsel, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence understanding that such antitrust counsel shall include: not share such documents and information with its client (a) Without limiting or qualifying the parties’ rights although such antitrust counsel may use such documents and obligations information in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, advocating on behalf of itself 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 the members agreed that Parent shall not be required to agree to any sale, divestiture or disposition by Purchaser or any of its GroupAffiliates, to provideof any shares of capital stock, membership interests or any other equity interests or of any business, assets, or cause property, or the imposition of any limitation on the ability of any of them to be provided, conduct their businesses or to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession own or under the exercise control of such party that the requesting party reasonably needs: (i) to comply with reportingassets, disclosureproperties, filing stock, membership interests, or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequenceequity interests. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.

Antitrust Matters. KBR (i) The Parties shall (A) as promptly as practicable following the date hereof, make all filings and Halliburton each agreesubmissions (or draft filings and submissions where applicable) to Governmental Entities required or advisable under the HSR Act (which initial filings shall be made within ten Business Days following the date hereof) and under applicable Antitrust Laws or any other Antitrust Approval (which initial filings shall be made within 20 Business Days following the date hereof, on behalf of itself provided that all Seller Parent information necessary for such filing has been provided sufficiently in advance to allow reasonable preparation thereof) in order to effect the Contemplated Transactions and the members of its Group, (B) promptly respond to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any request for additional information from a Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoingsuch filings and submissions. (ii) Each Party shall, a party’s reasonable best efforts to assist and shall cause its respective Affiliates to, cooperate with the other partyParty and furnish to the other Party all information necessary or desirable in connection with HSR Act Clearance and any other Antitrust Approval, and in connection with resolving any investigation or other inquiry by any Governmental Entity with respect thereto; provided that in no event shall Seller Parent or Purchaser have access to any information of the other Party that (i) based on advice of such other Party’s full cooperation contemplated by counsel, would violate or create any potential Liability under applicable Law, including Antitrust Laws, or would impair the preceding sentence exercise of any legal privilege or (ii) in the reasonable judgment of such other Party, would result in the disclosure of any Trade Secrets of such other Party or (iii) in the reasonable judgment of such other Party, would violate any obligation of such other Party with respect to confidentiality or data protection requirements; provided, further, that where access to information cannot be provided due to the exceptions set forth in the foregoing clauses (i) or (ii), to the extent permitted under applicable Law, such other Party shall include:make available such information in connection with any filing on an outside counsel-to-counsel basis. (aiii) Without limiting or qualifying The Parties shall cooperate in good faith with respect to all aspects of the partiesParties’ rights efforts to obtain HSR Act Clearance and obligations any other Antitrust Approvals. Each Party shall (i) have the right to review in Section 8.4 or Section 3.4advance, and to the extent practicable each of Halliburton and KBR agreeswill consult the other on, on behalf of itself and all the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information information relating to the Antitrust Mattersother Party and its respective Subsidiaries, as the case may be, that appears in the possession any filing made with, or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party written materials (including under applicable securities lawscorrespondence) by a submitted to, any third party or any Governmental Authority having jurisdiction over Entity in connection with any Proceeding with respect to the requesting partyContemplated Transactions, (ii) for use in promptly inform each other of any Regulatory Proceedingcommunication (or any other correspondence or memoranda) received from, judicial proceeding or other proceeding or in order to satisfy auditgiven to, accounting, claims, regulatory, litigation, subpoena or other similar requirements, any Governmental Entity and (iii) to allow the promptly furnish each other party to defend with copies of all correspondence, filings and written communications between them or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Grouptheir Subsidiaries, on the one hand, and any Governmental Authority Entity or third partyits respective staff, on the other hand, with respect to Antitrust Mattersthe Contemplated Transactions. The Parties shall provide the other Party and its counsel with advance notice of, except as prohibited by law and the opportunity to review and comment on, any material correspondence or lawful order submission with or to any Governmental Entity in respect of a Governmental Authority. In additionany filing, upon either party’s reasonable request, the attorneys, accountants, consultants investigation or other advisors inquiry in connection with the Contemplated Transactions, and shall provide the other Party and its counsel with advance notice of, and the opportunity to participate in, any material in person or telephonic discussion or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Contemplated Transactions. (iv) Purchaser shall not, and shall not permit any of its Affiliates to, (i) engage in, any merger and acquisition activities, including any business combinations, asset acquisitions or sales, consolidations, mergers, stock acquisitions or sales, joint ventures, licensing or other strategic transactions, that would, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the consummation of the Board Contemplated Transactions or (ii) accept any direct or indirect investment or commitment to directly or indirectly invest in Purchaser or its respective Subsidiaries if such investment or commitment would reasonably be expected to (A) impose any material delay in the obtaining of, or materially increase the risk of Directors not obtaining, any consents of any Governmental Entity necessary to consummate the Contemplated Transactions or materially extending the expiration or termination of any committee thereof applicable waiting period, (B) materially increase the risk of a requested party shall brief any Governmental Entity seeking or entering an Order prohibiting the Board of Directors or any committee thereof consummation of the requesting party concerning Contemplated Transactions, or (C) materially increase the status risk of not being able to remove any such Order on appeal or issues arising under or relating to the Antitrust Mattersotherwise.

Antitrust Matters. KBR and Halliburton each agree, on behalf Each of itself the Company and the members Buyer agrees to file all appropriate notifications and filings pursuant to the HSR Act or any other applicable antitrust or competition laws with respect to the Contemplated Transactions in the most expeditious manner practicable, but in any event within five (5) Business Days after the date hereof and 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 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 Grouppreparation 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, to at all times during either in person or by telephone, with any United States or other governmental antitrust authority in connection with the term of this Agreement use reasonable best efforts to assist Contemplated Transactions unless it (i) consults with the other party’s full cooperation with any Governmental Authority Party in its investigation of Antitrust Matters advance, if at all possible, and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceedingto the extent not prohibited by such governmental antitrust authority, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow gives the other party Party the opportunity to defend 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 settle any claim relating communications with governmental antitrust authorities, with respect to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreementthe Contemplated Transactions; provided, however, that neither party to the extent any of the documents or 138052556_15 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 be required by this Section 8.15 to violate not share such documents and information with its client. Each Party further agrees that it will not extend any Law or waive any attorney-client waiting period under the HSR Act or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreementapplicable law, or waive enter into any attorney-client or work-product privilegeagreement with the FTC, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids DOJ, any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that , or any and all such persons cooperate fully (including by appearing for interviews other party to delay or not to consummate the Contemplated Transactions, except with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to prior written consent of the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersParty.

Antitrust Matters. KBR (a) Subject to the terms and Halliburton conditions of this Agreement, each agree, on behalf of itself the Company and the members of Investor shall use its Group, to at all times during the term of this Agreement use respective reasonable best efforts to assist take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other party’s full cooperation parties in doing, all things necessary, proper and advisable under applicable Law to cause the Transactions to be consummated as soon as practicable, including to (i) prepare and make as promptly as practicable any required submissions and filings with any Governmental Authority or third party (including under applicable Antitrust Laws or any other applicable Laws) with respect to the Transactions, (ii) as promptly as practicable, furnish information required in connection with such submissions and filing, (iii) keep the other parties reasonably informed with respect to the status of any such submissions and filings, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval, waiver, registration, permit, authorization, license, franchise, permit, exemption, certificate or other confirmation (collectively, “Authorizations”), (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding, or (D) the nature and status of any objections raised or proposed or threatened to be raised with respect to the Transactions, and (iv) promptly obtain and maintain all Authorizations from, and promptly deliver all required notices to, any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions as soon as practicable without giving rise to any violation, breach, loss of any benefit under, conflict with the provisions of, or default (or event which, with the giving of notice or passage of time, would constitute a default) under, termination or modification of, or right of termination or modification of, or the creation of any Lien on any asset of the Company or any Company Subsidiaries, pursuant to any contract to which the Company or any Company Subsidiaries is a party or by which the Company or any Company Subsidiaries is bound (with the understanding and agreement that obtaining such Authorizations is not a condition under Section 6 or 7 unless expressly provided therein). The Company and the Investor agree that they will consult with each other with respect to obtaining all necessary Authorizations and in connection therewith (subject to Section 8.4) (x) the Company shall have the right to review and approve in advance all characterizations of the information relating to the Company and the Company Subsidiaries, (y) the Investor shall have the right to review and approve in advance all characterizations of the information relating to the Investor, the Equity Investors and their respective Affiliates and (z) each of the Company and the Investor shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case, which appear in any material filing made in connection with the Transactions. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, the Xxxxxxx Act, the HSR Act, the Federal Trade Commission Act, and all applicable foreign antitrust Laws and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (b) In furtherance and not in limitation of the foregoing: (i) each of the Company and the Investor agrees to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as soon as practicable, and in any event within ten (10) Business Days after the date hereof (unless the parties otherwise agree to a different date), (B) supply as soon as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Laws and (C) use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 8.7(b) necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable and (ii) each of the Company and the Investor agrees to (A) make the appropriate filings under any foreign antitrust Laws as soon as practicable, and in any event within ten (10) Business Days after the date hereof (unless the parties otherwise agree to a different date), (B) supply as soon as practical any additional information and documentary material that may be required or requested by any Governmental Authority under such Antitrust Laws and (C) use its reasonable best efforts to take or cause to be taken all other actions consistent with this Section 8.7(b) as necessary to obtain any necessary Authorizations from each such Governmental Authority as soon as practicable. (c) The Company and the Investor shall: (i) promptly notify the other parties hereto of, and if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any communication received from, or given to, any Governmental Authority or third party with respect to the Transactions, (ii) subject to applicable Law and Section 8.4, permit the others to review and discuss in advance (and to consider in good faith any comments made by the others in relation to) any proposed written communication by it to any Governmental Authority or third party with respect to the Transactions, (iii) keep the others informed of any developments, meetings or discussions with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement respect of any claim by filings, investigation or inquiry concerning the Transactions, and (iv) not independently participate in any Governmental Authority relating to meeting or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist discussions with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over in respect of any filings, investigation or inquiry concerning the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow Transactions without giving the other party to defend prior notice of such meeting or settle any claim relating to Antitrust Matters for which discussions and, unless prohibited by such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilegeGovernmental Authority, the parties shall take all reasonable measures opportunity to permit the compliance with such obligations in a manner that avoids any such harm attend or consequence. participate and (bv) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by furnish the other partyparties with copies of all correspondence, the DOJ or other Governmental Authority; filings and (ii) recommend orally written communications between them and in writing that any their Affiliates and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Grouptheir respective Representatives, on the one hand, and any such Governmental Authority or third partyits staff, on the other hand, with respect to Antitrust Mattersthe Transactions. However, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors each of the Board Investor and the Company may designate any non-public information provided to any Governmental Authority as restricted to “Outside Antitrust Counsel” only and any such information shall not be shared with employees, officers or directors or their equivalents of Directors the other party without approval of the party providing the non-public information. (d) Notwithstanding the foregoing or any committee thereof other provision of this Agreement, (i) nothing in this Section 8.7 shall limit any applicable rights a requested party shall brief the Board of Directors or any committee thereof of the requesting may have to terminate this Agreement pursuant to Section 9.1 so long as such party concerning the status of or issues arising has up to then complied in all material respects with its obligations under or relating to the Antitrust Mattersthis Section 8.7.

Antitrust Matters. KBR (i) Purchaser and Halliburton Seller shall, and shall cause each agreeof their respective Affiliates to, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist make any Filings and obtain any Authorizations required under or in connection with any Antitrust Law and the NSIA, and to enable all waiting periods under any Antitrust Law to expire, in each case, to consummate the Acquisition and the other party’s full cooperation with Transactions as promptly as practicable, and in any Governmental Authority event prior to the Outside Date. In connection thereto, Purchaser and Seller shall (A) as promptly as practicable and in its investigation any event not more than ten (10) Business Days after the date of Antitrust Matters and such other party’s investigationthis Agreement, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (ax) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, make or cause to be made any filings required of each of them or any of their respective Affiliates under the HSR Act and (y) submit the initial notification under the NSIA; and (B) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Entity under any applicable Law with respect to any such filing or the Transactions. Subject to applicable Law, each Party shall (I) promptly inform the other Parties of any material oral communication with, and provide copies of material written communications (excluding the HSR filing itself) with, any Governmental Entity regarding any such filings or the Transactions and (II) upon request of the other Parties, provide all information concerning itself, its Affiliates, its and their respective directors, officers or equityholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any such filings or the Transactions and (III) permit the other Parties to review in advance (and to consider in good faith any comments made by the other Parties in relation to) any proposed material communication by such Party to any Governmental Entity relating to any such filings or the Transactions; provided, to that (x) Seller and Purchaser may, as each other as soon as determines is reasonably practicable after written request therefornecessary, any Information relating designate competitively sensitive material provided to the Antitrust Mattersother pursuant to this Section 7.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the possession or under the control source of such party that materials (Seller or Purchaser, as the requesting party reasonably needs: case may be) or its legal counsel and (y) materials may be redacted (i) to comply with reporting, disclosure, filing or other requirements imposed on remove references concerning the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over valuation of the requesting partyCompany Group and the Business, (ii) for use in any Regulatory Proceeding, judicial proceeding as necessary to comply with contractual arrangements or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, applicable Law and (iii) as necessary to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any address reasonable attorney-client or other work-product privilegeprivilege or confidentiality concerns. In the event that Subject to applicable Law, no Party shall independently participate in any party determines that substantive meeting, telephone call or discussion with any Governmental Entity in respect of any such provision of Information pursuant to this Section 8.15 could violate any Law or agreementfilings, investigation, or waive any attorney-client other inquiry without giving the other Parties prior notice of the meeting, telephone call or work-product privilegediscussion and, to the extent permitted by such Governmental Entity, the parties opportunity to attend and/or participate. Subject to applicable Law and the instructions of any Governmental Entity, each of Seller and Purchaser shall take keep such other Party apprised of the status of matters relating to Filings required to be made and Authorizations required to be obtained in connection with the Acquisition and the other Transactions, including by promptly notifying such other Party of, or furnishing such other Party with copies of, notices or other communications received by Seller or Purchaser, as the case may be, or any of their respective Affiliates, from any Governmental Entity with respect to such Filings or Authorizations. Purchaser shall be responsible for all reasonable measures filing fees payable by any Party hereto with respect to permit any Filings and Authorizations under 45 the compliance HSR Act or any other Antitrust Law in connection with the Transactions. Except for such obligations filing fees, each Party shall pay such Party’s and its Affiliates’ fees, costs and expenses incurred in a manner that avoids connection with preparing, filing and obtaining all Filings and Authorizations under the HSR Act, any other Antitrust Law, the NSIA or otherwise, including responding to any requests for information received from any Governmental Entity in respect of such harm or consequencefilings, including legal, accounting, and economic analyses fees. (bii) Notwithstanding Section 8.4Purchaser shall not, and shall cause each party hereby undertakes, on behalf of itself and the members of its GroupAffiliates to not, acquire, invest in, or otherwise obtain any interest in or agree to preserveacquire, maintain and retain all documentsinvest in or otherwise obtain any interest in by merging or consolidating with, records and or by purchasing any assets of or equity in, or by any other tangible evidence related manner, any Person or portion thereof if the entering into a definitive agreement relating to Antitrust Mattersor the consummation of such acquisition, investment, purchase, merger or consolidation would reasonably be expected to (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (B) materially increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Transactions or (C) materially delay the consummation of the Transactions. (ciii) Each party agreesNotwithstanding anything else to the contrary set forth herein, on behalf it is agreed that Purchaser shall make all strategic decisions and lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to any filings, notifications, submissions, communications, or requests that may be made by, or any actions, nonactions or Consents that may be sought by or from, any Governmental Entity that are necessary to consummate the Transactions, including determining the strategy for contesting, litigating or otherwise responding to objections to, or Proceedings challenging, the consummation of itself the Transactions; provided that Purchaser shall consult in good faith with Seller regarding any such decisions and activities. (iv) Notwithstanding anything to the members of its Groupcontrary in this Section 7.01, to use reasonable best efforts to (i) make available neither Seller nor any of its current and former directorsAffiliates shall have any obligation to take, officersor agree to take, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the any action with respect to its business or operations other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority than with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to Company Group or the other party any developmentsBusiness; provided, communications or negotiations between such party that in no event shall Seller or any member of its Affiliates (including the Company Group) be required to take, on the one handor agree to take, and any Governmental Authority or third party, on the other hand, such action with respect to Antitrust Matters, except as prohibited by law the Company Group or lawful order the Business unless the effectiveness of a Governmental Authority. In addition, such agreement or action is conditioned upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersClosing.

Antitrust Matters. KBR Without limiting the generality of the undertakings pursuant to this Section 6.5, but subject to the terms and Halliburton each agreeconditions set forth in this Agreement, on behalf including this Section 6.5(b), Parent shall, as promptly as reasonably practicable, take all actions necessary to obtain approvals or secure the expiration or termination of itself any applicable waiting period under the HSR Act, EUMR or any Foreign Antitrust Laws and resolve any objections asserted with respect to the members Merger or the other transactions contemplated by this Agreement under any applicable Law raised by any federal, state, local or foreign court or other Governmental Entity with jurisdiction over enforcement of its Groupany applicable Antitrust Laws (each, a “Governmental Antitrust Entity”) in order to at all times during prevent the term 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 use reasonable best efforts (it being understood that the foregoing shall not affect the determination of the Outside Date), including (A) agreeing to assist 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 party’s full cooperation 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 Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Mattersforegoing and, in the possession case of actions by or under with respect to the control of Company or its Subsidiaries, by consenting to such party that action by the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing Company or other requirements imposed on the requesting party its Subsidiaries (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations consents required under this Agreement or any Ancillary Agreementwith respect to such action) (the actions described in clauses (A) through (E), collectively, “Divestiture Actions”); provided, however, that neither party in no event shall be required by this Section 8.15 to violate any Law Parent or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directorsAffiliates be required to take any Divestiture Action other than pursuant to Section 6.5(c)(iii) if such Divestiture Action, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the taken together with all other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority Divestiture Actions undertaken with respect to the Antitrust Matters. (d) Each party agrees matters contemplated by this Section 6.5 and such terms, conditions and consequences described in Section 7.2(c), would reasonably be likely to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.result in

Antitrust Matters. KBR (a) Each Party shall, and Halliburton Buyer shall cause each agreeof its Affiliates to, on behalf (i) make the filings required of itself it or any of its Affiliates under the HSR Act in connection with this Agreement and the members Transaction, as soon as practicable and advisable, but in any event no later than ten (10) Business Days following the date of this Agreement, (ii) make the pre-Closing filings (if any) required of it or any of its Group, to at all times during the term of Affiliates under any other applicable Competition Laws in connection with this Agreement and the Transaction as promptly as practicable and advisable, (iii) comply as promptly as practicable and advisable and after consultation with the Seller or Buyer, as applicable, with any request for additional information or documentary material received by the other or any of its Affiliates from any applicable Governmental Authority in connection with the filings required under the HSR Act or any other applicable Competition Laws, (iv) cooperate with one another (including furnishing all necessary information and 968037.12 reasonable assistance as the other may request) in connection with the filing under the HSR Act and all other applicable Competition Laws and in connection with resolving any investigation or other inquiry concerning the Transaction initiated by any Governmental Authority, (v) if requested by the Seller, request the early termination of any waiting periods under the HSR Act and use reasonable its best efforts to assist with receive such early termination, if available, in order to permit the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out consummation of the Antitrust Matters. Without limiting Transaction at the foregoingearliest possible date, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: and (avi) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to providenot take, or cause to be providedtaken, any actions or do, or cause to be done, any things that would be reasonably likely to extend any waiting period under the HSR Act or any other applicable Competition Laws with respect to the Transaction or to cause any Governmental Authority to object to such transactions, including acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to that engaged in by the Company. Each Party shall promptly inform the other Parties of any communication (whether oral or written) made to, or received by, such Party from any Governmental Authority regarding the Transaction, and promptly provide a copy of any such written communication, or a summary of any such oral communication, to each the other as soon as reasonably practicable after written request thereforParties. Buyer shall be responsible for, and shall timely pay, any Information relating to filing fees assessed in connection with the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement HSR Act or any Ancillary Agreement; providedother applicable Competition Laws (collectively, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence“Competition Filing Fees”). (b) Notwithstanding Without limiting the generality of each Party’s undertakings pursuant to this Section 8.46.5, each party hereby undertakesParty agrees to use its best efforts to consummate the Transaction at the earliest possible date. Such best efforts shall include, on behalf without limitation, taking any and all steps necessary to avoid or eliminate each and every obstacle under the HSR Act and any other applicable Competition Laws that may be asserted by any Governmental Authority or any other Person so as to enable the Parties to consummate the Transaction, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, trusts or otherwise, the sale, divestiture or disposition of itself and the members any of its Groupassets, properties or businesses or of the assets, properties or businesses to preservebe acquired by it pursuant to this Agreement, maintain as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any Order in any suit or proceeding, which would otherwise have the effect of delaying or preventing the consummation of the Transaction; provided, that Buyer shall not be required to divest a business asset or combination of business assets that, in the aggregate, generated revenue exceeding One Hundred and retain all documentsTwenty Five Million Dollars ($125,000,000) during fiscal 2020. In addition, records Buyer shall defend through litigation on the merits (including the taking and other tangible evidence defending of appeals related thereto) any claim asserted in court by any Person in order to Antitrust Mattersavoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing. The entry by any Governmental Authority in any legal proceeding of an Order permitting the consummation of the Transaction but which is subject to certain conditions or that requires Buyer or any of its Affiliates to take any action, including any restructuring of the assets or lines of business of the Company or lines of business of Buyer or any of its Affiliates or any changes to the existing business of Buyer or any of its Affiliates, shall not be deemed a failure to satisfy the conditions specified in Section 7.1, Section 7.2 or Section 7.3. (c) Each party agreesAll analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony Party before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and 968037.12 any Governmental Authority or third party, on the staff or regulators of any Governmental Authority in connection with the Transaction shall be disclosed to the other handParties in advance of any filing, submission or attendance, and give the other Parties a reasonable opportunity to review in advance and comment on drafts of filings and submissions, it being the intent that the Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals, provided that each Party may, as each reasonably and in good xxxxx xxxxx advisable and necessary, designate any competitively sensitive material provided to any other Party under this Section 6.5(c) as “Antitrust Counsel Only Material.” Each Party shall give sufficient notice to the other Parties with respect to Antitrust Mattersany meeting, except as prohibited by law discussion, appearance or lawful contact with any Governmental Authority or the staff or regulators of any Governmental Authority in order to provide the other Parties with the opportunity to attend and participate in such meeting, discussion, appearance or contact. Nothing in this Section 6.5 shall require (i) any Party to furnish copies of a Governmental Authority. In additionits respective filing under the HSR Act to the other Parties, upon either party’s (ii) any Party to provide any confidential information contained in any other filing under applicable Competition Laws, or (iii) Seller or the Company to provide access to, or disclose any information to, Buyer or any of its Affiliates if such access or disclosure, in the good faith reasonable request, the attorneys, accountants, consultants or other advisors belief of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating Seller, (x) would cause significant competitive harm to the Antitrust MattersCompany if the Transaction is not consummated, (y) would result in the waiver of any legal privilege, or (z) would be in violation of applicable Laws or the provisions of any agreement to which the Company is a party.

Antitrust Matters. KBR and Halliburton each agree, on behalf Each of itself the Company and the members Buyer agrees to file all appropriate notifications and filings pursuant to the HSR Act or any applicable non-U.S. antitrust and competition laws with respect to the Transactions in the most expeditious manner reasonably practicable (and, as to the HSR Act, within ten (10) Business Days after the date hereof) and 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 non-U.S. antitrust and competition laws. Each of the Company and the Buyer agrees to use its Group, to at all times during the term of this Agreement use reasonable best efforts to assist obtain early termination of the waiting period under the HSR Act. The Buyer agrees to take, and to cause its Affiliates to take, any and all steps necessary to avoid or eliminate as soon as possible each and every impediment under the HSR Act or any applicable non-U.S. antitrust and competition laws that may be asserted by any U.S. or non-U.S. governmental antitrust authority so as to enable the parties to expeditiously consummate the Transactions. Notwithstanding the foregoing, however, nothing in this Section 8.4.1 or otherwise in this Agreement shall require the Buyer or any of its Affiliates (a) to propose, negotiate, effect, or agree to, the sale, divestiture, license, or other disposition of any assets or businesses of the Buyer, of any of its Affiliates or of the Company, or to take any other action that limits the freedom of action with respect to, or its ability to retain any of the businesses, product lines or assets of the Buyer, any of its Affiliates or the Company, (b) to respond to a request for additional information or documentary material issued by the U.S. Federal Trade Commission or the U.S. Department of Justice pursuant to the HSR Act in connection transactions contemplated by this Agreement, which request extends the waiting period under the HSR Act until 30 days after both parties have substantially complied with such request, or (c) to institute any legal proceeding against any U.S. or non-U.S. governmental antitrust authority. The Buyer shall pay all filing fees associated with the HSR filings 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’s full cooperation with any Governmental Authority party in its investigation of Antitrust Matters and such other party’s investigationadvance, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoingif at all possible, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Groupand, to providethe extent not prohibited by such governmental antitrust authority, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow gives the other party the opportunity to defend attend and participate. The Company and the Buyer will supply each other with copies of all correspondence, filings or settle any claim relating communications with governmental antitrust authorities with respect to Antitrust Matters 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 which review and comment thereon and for such party may review and comments to be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreementconsidered in good faith; provided, however, (a) 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 antitrust counsel, with the understanding and agreement that such antitrust counsel shall not share such documents and information with its client, and (b) that neither party shall be required by to produce documents or information relating to its valuation of the Acquired Securities or the Company. Notwithstanding anything in this Section 8.15 Agreement to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilegecontrary, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakesBuyer shall, on behalf of itself the parties, control and the members of its Group, to preserve, maintain lead all communications and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or strategy relating to the Antitrust MattersLaws and litigation matters relating to antitrust and competition Legal Requirements, subject to good faith consultations with the Company and the inclusion of the Company at meetings with Governmental Authorities with respect to any discussion related to the Transactions under antitrust and competition Legal Requirements.

Antitrust Matters. KBR (i) To the extent applicable and Halliburton subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 6.08, each agreeof the Company, on behalf Parent and Merger Sub agrees to promptly provide to each relevant Governmental Authority with jurisdiction over enforcement of itself any applicable antitrust or competition Laws (“Governmental Antitrust Entity”) non-privileged information and documents (i) requested by any Governmental Antitrust Entity or (ii) that are necessary, proper or advisable to permit consummation of the members of transactions contemplated by this Agreement, and use its Group, to at all times during the term of this Agreement use reasonable best efforts to assist take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 6.08(c) to cause the other party’s full cooperation expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under all applicable antitrust Laws as soon as practicable. (ii) In furtherance and not in limitation of the covenants of the parties contained herein, if any objections are asserted with respect to the Transactions under any Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of or any claim by private party challenging any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting Transactions as violating any Law or which would otherwise prevent, materially impede or materially delay the foregoingconsummation of the transactions contemplated hereby, a party’s each of Parent, Merger Sub and the Company shall use its reasonable best efforts to assist with resolve any such objections or suits so as to permit consummation of the other partyTransactions, which, for the avoidance of doubt, includes, at Parent’s full cooperation contemplated by request, the preceding sentence shall include: (a) Without limiting Company’s selling, holding separate or qualifying the parties’ rights and obligations in Section 8.4 otherwise disposing of or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members conducting its or any of its GroupSubsidiaries’ business in a manner which would resolve such objections or suits or agreeing to sell, to providehold separate or otherwise dispose of or conduct its or any of its Subsidiaries’ business in a manner which would resolve such objections or suits or permitting the sale, holding separate or cause to be provided, to each other as soon as reasonably practicable after written request therefordisposition of, any Information relating of its assets or the assets of its Subsidiaries or the conducting of its or any of its Subsidiaries’ business in a manner which would resolve such objections or suits so long as such actions do not have, and are not reasonably likely to the Antitrust Mattershave, individually or in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reportingaggregate, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary AgreementCompany Material Adverse Effect; provided, however, that neither party the Company may expressly condition any such sale, holding separate or other disposal, and any agreement to take any such action or to conduct its or any of its Subsidiaries’ business in any manner, upon the consummation of the Merger and other Transactions. Notwithstanding anything to the contrary contained herein, none of Parent, Merger Sub or any of their respective Affiliates or Representatives shall be required to accept any onerous condition or mitigation measure imposed upon it that would materially and adversely affect its interest in the Transaction, including, without limitation, to commit to or effect, by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision consent of Information pursuant to this Section 8.15 could violate any Law or agreementdecree, hold separate orders, or waive any attorney-client or work-product privilegeotherwise, the parties shall take all reasonable measures to permit the compliance with restructuring, reorganization, sale, divestiture or disposition of such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available or any of its current and former directorsAffiliates’ or portfolio companies’ assets, officersproperties or businesses, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that to conduct any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party of its or any member of its Group, Affiliates’ or portfolio companies’ business or accept any prohibition or limitation on the one handownership or operation of, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof arrangement that would apply to, any of a requested party shall brief the Board of Directors its or any committee thereof of the requesting party concerning the status of its Affiliates’ or issues arising under portfolio companies’ assets, properties or relating businesses in order to the Antitrust Mattersresolve such objections or suits.

Antitrust Matters. KBR (a) Subject to the terms and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term conditions of this Agreement Agreement, each of the Rollover Investors shall use his or its reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to providepromptly take, or cause to be providedtaken, all actions, and do, or cause to each be done, all things, necessary, proper or advisable to obtain any approvals required under the Antitrust Laws with respect to such Rollover Investor as promptly as practicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings) under applicable Antitrust Laws. In furtherance and not in limitation of the foregoing, the Rollover Investors agree to use their reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 2.9 necessary to cause the expiration or termination of any applicable waiting periods (including any extensions thereof) as soon as reasonably practicable after written request therefor, any Information relating to practicable. Each of the Antitrust Matters, parties shall cooperate with each other and the Company in connection with the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required matters contemplated by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence2.9(a). (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf Each of itself the Rollover Investors shall keep the other parties to this Agreement and the members Company informed in all material respects on a reasonably timely basis of its Group(i) any investigation or other inquiry by any Governmental Entity relating to the transactions contemplated hereby, to preserveincluding any proceeding initiated by a private party, maintain and retain all documents(ii) any material communication received by such party from, records or given by such party to, any Governmental Entity and other tangible evidence related to Antitrust Mattersof any material communication received or given in connection with any such proceeding by a private party, in each case regarding any of the transactions contemplated hereby. (c) Each party agreesIn furtherance and not in limitation of the covenants of the Rollover Investors contained in this Section 2.9, on behalf each of itself and the members Rollover Investors shall use its or his reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the application of Antitrust Laws to the transactions contemplated hereby. Without limiting any other provision hereof, each of the Rollover Investors shall use its Group, to use or his reasonable best efforts to (i) make available avoid the entry of, or to have vacated or terminated, any decree, decision, order or judgment that would restrain, prevent or delay the consummation of its current and former directorsthe transactions contemplated hereby, officerson or before the Outside Date, employeesincluding by defending through litigation on the merits any claim asserted in any court by any Person, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally avoid or eliminate each and in writing every impediment under any Antitrust Laws that may be asserted by any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority Entity with respect to the Antitrust Matters. transactions contemplated hereby so as to enable the consummation of the transactions contemplated hereby to occur as soon as reasonably possible (d) Each party agrees to promptly inform and disclose in any event on or before the Outside Date). Notwithstanding anything to the other party any developmentscontrary, communications each of the Rollover Investors shall take all such actions, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or negotiations between otherwise, the sale, divestiture or disposition of such party assets or any member businesses of its Group, on the one hand, Rollover Investors and any Governmental Authority (ii) otherwise taking or third party, on committing to take actions that limit the other hand, Rollover Investors’ freedom of action with respect to, or their ability to Antitrust Mattersretain, except one or more of their investments, businesses, product lines or assets, in each case, as prohibited by law may be required in order to avoid the entry of, or lawful order of a Governmental Authority. In additionto effect the dissolution of, upon either party’s reasonable requestany injunction, the attorneystemporary restraining order, accountants, consultants or other advisors decision or order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matterstransactions contemplated hereby.

Antitrust Matters. KBR (i) Subject to the terms and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of conditions set forth in this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4Agreement, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, Party agrees to provide, take or cause to be providedtaken the following actions: (A) as soon as practicable to file any notification, pre-notification or other form necessary (including in draft form where applicable), as the case may be, to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law in the jurisdictions set forth in Schedule 7.3(d)(i)(A)(2); (B) to promptly provide, and cause each of its Affiliates to promptly provide, to each other as soon as reasonably practicable after written request thereforGovernmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; and (C) to refrain from acquiring or agreeing to acquire any assets or businesses, or entering into any agreements, and to cause each of its Subsidiaries to refrain from such actions, to the extent taking any such actions or doing, or causing to be done, any Information relating such things would be reasonably likely to the Antitrust Matters, in the possession (1) prevent or under the control materially delay receipt of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting partyany governmental approvals, (ii2) for use in any Regulatory Proceedingprevent, judicial proceeding materially delay or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirementsmaterially impede the Closing, (iii3) to allow except with the prior written consent of the other party to defend or settle Parties hereto extend any claim relating to waiting period under any Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matterstransactions contemplated hereby or (4) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Cobia Business or the business of the Swordfish Acetow Group. (dii) Each party agrees to promptly inform None of the Parties will withdraw its initial filing under any Antitrust Law, as the case may be, and disclose to refile it unless the other party any developments, communications or negotiations between Parties have consented in writing in advance to such party or any member of its Group, on the one hand, withdrawal and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Mattersrefiling.

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying Subject to the parties’ rights terms and obligations conditions set forth in Section 8.4 or Section 3.4this Agreement, each of Halliburton and KBR agrees, on behalf of itself Party and the members of its Group, Sellers’ Representative agrees to provide(i) make, or cause to be providedmade, to each other as soon as reasonably practicable after written request therefor, any Information relating appropriate filings of Notification and Report Forms pursuant to the Antitrust MattersHSR Act with respect to the transactions contemplated hereby as promptly as practicable (and in any event within five (5) Business Days) after the date hereof, in and to request and use commercially reasonable efforts to obtain, early termination of the possession or waiting period under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting partyHSR Act, (ii) for use in make, or cause to be made, all filings required of each of them or any Regulatory Proceedingof their respective Affiliates under the other Antitrust Laws as promptly as practicable after the date hereof, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, and (iii) to allow the other party to defend or settle supply as promptly as reasonably practicable any claim relating to Antitrust Matters for which such party additional information and documentary material that may be responsible, requested pursuant to the HSR Act or (iv) any other Antitrust Laws. Parent and the Sellers shall each be responsible for one-half of all filing fees under the HSR Act and under any other Antitrust Laws applicable to comply with its obligations under the Transaction. Notwithstanding anything in this Agreement to the contrary, the Parties shall use their reasonable best efforts to resolve objections, if any, as may be asserted by any Governmental Authority or any Ancillary Agreementother Party with respect to the transactions under any applicable Law so as to enable the Parties to close the Transactions contemplated hereby as promptly as practicable, and in any event prior to the Closing Date; provided, however, that neither party in no event shall Parent or Merger Sub be required to: (1) propose, negotiate, commit to or effect, by this Section 8.15 to violate consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of the Company, Parent or Merger Sub, (2) terminate any Law existing relationships, contractual rights or waive any attorney-client obligations of the Company, Parent or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreementMerger Sub, or waive any attorney-client (3) otherwise take or work-commit to take actions that would limit the Company’s, Parent’s or their respective Affiliates’, freedom of action with respect to, or its ability to retain, one or more of the businesses, product privilegelines or assets of the Company, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm Parent or consequenceMerger Sub. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf Each of itself Parent and the members of its GroupSellers agree that they will not, and they will not permit their Affiliates to, enter into any transaction or agreement to preserveeffect any transaction (including any merger or acquisition) that would make it more difficult, maintain and retain all documentsor increase the time required, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available obtain the expiration, termination, or waiver of any of its current and former directorsrequired waiting period under the HSR Act or any other Antitrust Law applicable to the transactions contemplated by this Agreement or the Transaction Documents, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that is reasonably likely to prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Transaction Documents, (iii) obtain all actions or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents and in writing that orders of any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement, or testimony, including sworn testimony before a grand jury(iv) with delay or prevent the consummation of the transactions contemplated hereby or by this Agreement. Neither Party shall not consent to any investigation conducted voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by a party, this Agreement or by the DOJ Transaction Documents or other Governmental Authority with respect withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any other Antitrust Matters. (d) Each party agrees to promptly inform and disclose to Law unless the other party any developments, communications has given its prior written consent to such extension or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Mattersdelay.

Antitrust Matters. KBR (a) As soon as practicable after the execution of this Agreement, but in any event no later than fifteen (15) Business Days after such execution, the Company, as the “acquired person,” and Halliburton Buyer, as the “acquiring person,” will each agreecomplete and file, or cause to be completed and filed, a premerger notification and report under the HSR Act that is consistent with the rules and regulations of the Federal Trade Commission (the “FTC”). The Company and Buyer shall respond as promptly as reasonably practicable to any inquiries received from the FTC and the Antitrust Division of the U.S. Department of Justice (“Antitrust Division”) for additional information or documentation and respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust or competition matters. The fees relating to the filings required by the HSR Act shall be shared equally by Buyer, on behalf of itself the one hand, and the members Company, on the other hand. (b) Each of the parties shall promptly notify the other parties of any communication it or any of its Group, Affiliates receives from any Governmental Authority relating to at all times during any filing made or actions taken pursuant to this Section 4.05. Each of the term of this Agreement use reasonable best efforts to assist parties shall provide the other parties with the other party’s full cooperation opportunity to review and comment on all applications, petitions, pleadings and arguments to be filed by such party with any Governmental Authority pursuant to this Section 4.05. Subject to Section 4.05(d), no party shall agree to participate in any meeting with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement respect of any claim by any Governmental Authority relating to filings, investigation or arising out of the Antitrust Matters. Without limiting the foregoingother inquiry, a party’s reasonable best efforts to assist unless it consults with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations parties in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Groupadvance and, to providethe extent permitted by such Governmental Authority, or cause gives the other parties the opportunity to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating attend and participate at such meeting. Subject to the Antitrust MattersConfidentiality Agreement and to the extent legally permissible, in the possession or under the control of such party that the requesting party reasonably needs: parties will (i) to comply coordinate and cooperate fully with reporting, disclosure, filing or each other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow exchanging such information and providing such assistance as the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply reasonably request in connection with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; foregoing and (ii) recommend orally and in writing that any and provide each other with copies of all such persons cooperate fully (including by appearing for interviews with Governmental Authorities correspondence, filings or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party them or any member of its Grouptheir authorized representatives, on the one hand, and any Governmental Authority or third partymembers of its staff, on the other hand, with respect to any filings made or actions taken pursuant to this Section 4.05. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the other parties to this Agreement. (c) Buyer agrees to use its commercially reasonable efforts to eliminate each and every impediment and obtain all Consents under any antitrust or competition Law(including the HSR Act) that may be required by the FTC or the Antitrust MattersDivision so as to enable the parties to consummate the transactions contemplated by this Agreement as promptly as practicable, except and in no event later than the Termination Date; provided, however, that, notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require Buyer to implement any Divesture, agree to any prohibition of, or any limitation on, the acquisition, ownership, operation, effective control or exercise of full rights of ownership of any asset or business (including the Assets and the Business, respectively), agree to any other condition or consent decree, terminate or amend any existing or contemplated governance structure or contemplated contractual or governance rights, as prohibited determined by law or lawful order of a the applicable Governmental Authority. In addition, upon either party’s reasonable requestor enter into any Contract if doing so would reasonably be expected, individually or in the attorneysaggregate, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating (i) to the Antitrust Matters.have an adverse impact

Antitrust Matters. KBR In furtherance and Halliburton each agree, on behalf not in limitation of itself and the members of its Group, to at all times during the term other provisions of this Agreement Section 5.6, subject to the terms and conditions hereof, each of Parent, Merger Sub and Company shall cooperate and use reasonable best efforts to assist with obtain any governmental clearances or approvals required to consummate and make effective the transactions contemplated by this Agreement, including the Merger, under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, and any other party’s full cooperation with Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolizing or restraint of trade (collectively, “Antitrust Laws”), to respond to any Governmental Authority governmental requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law, including vigorously defending in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of litigation on the merits any claim asserted in any court by any party through a final and nonappealable judgment. If any objections are asserted with respect to any of the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Governmental Authority relating to Entity or arising out any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4Law, each of Halliburton Parent, Merger Sub and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party Company shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who resolve such objections or challenge as such Governmental Entity or private party may have been involved in to such transactions under such Antitrust Law so as to permit the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and consummation of all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matterstransactions contemplated by this Agreement.

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence Seller shall include: (a) Without limiting or qualifying file at the parties’ rights earliest practicable date and obligations no later than thirty (30) days from the date hereof a Premerger Notification and Report Form as required under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976 (“HSR Act”) or, in Section 8.4 or Section 3.4the case of an amendment to the premerger notification rules at 16 C.F.R. part 800 after signing, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request thereforpracticable, and (b) promptly submit all additional reports, filings and other documents required or requested of it or its Affiliates by the Federal Trade Commission (“FTC”), the United States Department of Justice (“Justice Department”), the North Carolina Department of Justice, or any Information relating to the Antitrust Mattersother Government Entity, in connection with the possession or transactions contemplated by this Agreement under the control Xxxxxxx Act, the Xxxxxxx Act, 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 such party that monopolization or restraint of trade (collectively, the requesting party reasonably needs: “Antitrust Laws”). In connection with the foregoing and subject to Section 10.2, Seller shall, and will cause its respective representatives to, (i) coordinate with the Buyer concerning all appearances before, and submissions to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including FTC and/or the Justice Department under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids protects attorney-client privilege, attorney work product, and any such harm other applicable privilege; (ii) comply at the earliest practicable date with any request received by Seller or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in from the Antitrust Matters and whose cooperation is requested by the other partyFTC, the DOJ Justice Department or any other Governmental AuthorityGovernment Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement; and (iiiii) recommend orally and cooperate with Buyer in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) connection with any investigation conducted by a party, the DOJ or other Governmental Authority such submission under applicable Antitrust Laws with respect to the Antitrust Matters. (d) Each party agrees to promptly inform transactions contemplated by this Agreement and disclose to in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the other party any developmentsFTC, communications or negotiations between such party the Justice Department or any member of its Groupother Government Entity pursuant to any applicable Antitrust Laws, on in each case regarding the one handtransactions contemplated by this Agreement and in a manner that protects attorney-client privilege, attorney work product, and any Governmental Authority or third partyother applicable privilege; (iv) permit the Buyer to review and incorporate reasonable comments in any communication given by Seller to any Government Entity regarding the transactions contemplated by this Agreement and in a manner that protects attorney-client, on the attorney work product and any other handapplicable privilege and, with respect as advisable limited to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either each party’s reasonable request, the attorneys, accountants, consultants outside antitrust counsel; (v) promptly inform Xxxxx of any communication made to or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.received by Seller from the

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and Subject to the members of its Group, to at all times during the term provisions of this Agreement Agreement, the Company and Parent shall (i) use reasonable best efforts to assist cooperate with the each other party’s full cooperation with in (A) determining whether any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating filings are required to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to providebe made with, or cause consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be provided, to each other as soon as reasonably practicable after written request thereforobtained from, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the third parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental AuthorityEntities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals; and (ii) recommend orally supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any applicable Law or by such Governmental Entity. The Company and in writing that any and all such persons cooperate fully (including by appearing Parent shall permit counsel for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any developmentsproposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, communications either in person or negotiations between by telephone, with any Governmental Entity in connection with the proposed Merger or the other transactions contemplated hereby unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Subject to and in furtherance and not in limitation of the covenants of the parties contained in this Section 6.5(e), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any member other transaction contemplated by this Agreement as violative of its Groupany applicable Law, on each of the one handCompany and Parent shall cooperate in all respects with each other and Parent shall use commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, and lifted, reversed or overturned any Governmental Authority or third partydecree, on the other handjudgment, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants injunction or other advisors order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Board of Directors Merger or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Mattersother transactions contemplated hereby.

Antitrust Matters. KBR Without limiting the generality of, and Halliburton in furtherance of, the provisions set forth in Section 5.6(a), (i) each agreeof the Company and Parent, on behalf as applicable, agrees to make an appropriate filing of itself a notification and report form pursuant to the members of its GroupHSR Act with respect to the Merger as soon as practicable after the date hereof, and to at all times during the term of this Agreement use their reasonable best efforts to assist with supply as soon as practicable any additional information and documentary material that may be reasonably requested pursuant to the other party’s full cooperation with any Governmental Authority in HSR Act and use its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to providetake, or cause to be providedtaken, all other actions consistent with this Section 5.6 necessary to each other cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over requesting early termination of the requesting partywaiting period thereunder), (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow without limiting the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In generality of the event that any party determines that such provision of Information undertakings pursuant to this Section 8.15 could violate 5.6, each of the Parties agrees to, as promptly as reasonably practicable, provide or cause to be provided to each Governmental Entity with jurisdiction over enforcement of the Antitrust Laws (“Government Antitrust Entity”) non-privileged information and documents requested by any Law Government Antitrust Entity or agreementthat are necessary, proper or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures advisable to permit consummation of the compliance with such obligations in a manner that avoids Merger and other transactions contemplated by this Agreement, and (iii) each of the Parties agrees not to, without the prior written consent of the other Party or Parties, as the case may be (which consent shall not be unreasonably conditioned, withheld or delayed) consent to any such harm voluntary extension of any statutory deadline or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf waiting period or to any voluntary delay of itself the consummation of the Merger and the members other transactions contemplated in this Agreement at the behest of any Governmental Entity, provided that Parent may, at its Groupsole discretion, cause any documentation to preserveeffect any necessary notice, maintain and retain report, consent, registration, approval, permit, authorization, expirations of waiting periods or other 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 Entities with additional time to review any or all documents, records of the Merger and other tangible evidence related to Antitrust Matterstransactions contemplated by this Agreement. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) Each of Buyer Parent and Seller Parent, or any Affiliate of Buyer Parent or Seller Parent, as applicable, shall promptly (and in any event, no later than November 7, 2011) file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice a pre-merger notification in accordance with the HSR Act with respect to comply with reportingthe sale of the Company Shares. The Parties shall reasonably cooperate to expedite the termination of the waiting period under the HSR Act. Each Party hereto shall promptly inform the other of any material communication from the Federal Trade Commission, disclosure, filing the United States Department of Justice or any other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over regarding any of the requesting party, (ii) for use in transactions contemplated hereby and each shall keep the others apprised of the status thereof. If any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement Party or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law Affiliate thereof receives a request for additional information or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids documentary material from any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matterstransactions contemplated hereby, then such Party will endeavor in good faith to make, or cause to be made, as soon as practicable and after consultation with the other Party, an appropriate response in compliance with such request. Buyer will advise Seller promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with the Federal Trade Commission, the United States Department of Justice or any other Governmental Authority in connection with the transactions contemplated hereby. Each Party shall, and each shall cause its Affiliates to, use commercially reasonable efforts to furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission which is necessary under the HSR Act or such other Laws or which is otherwise requested by any Governmental Authority in the course of any review of the transactions contemplated by this Agreement. (dii) Each party agrees Without limiting the generality of the foregoing, Buyer Parent and Buyer shall use commercially reasonable efforts to promptly inform and disclose resolve prior to the other party any developmentsEnd Date, communications or negotiations between such party or any member of its Groupobjections, on the one handif any, and any Governmental Authority or third party, on the other hand, as may be asserted with respect to the transactions contemplated hereby under any Antitrust MattersLaw and to obtain any clearance or approvals required under any Antitrust Law for the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, except as prohibited none of Seller Parent, Seller, the Company or any of its Subsidiaries may, without the prior written consent of Buyer, agree or consent to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business or operating practices of or with respect to the assets, operations or businesses of the Company or any of its Subsidiaries after the Closing. (iii) Notwithstanding the foregoing or any other provision of this Agreement to the contrary, nothing contained in this Agreement shall require or obligate Buyer or any of its Affiliates to (i) defend against any administrative or judicial action or proceeding instituted by law or lawful order of a Governmental Authority challenging the proposed transaction under any Antitrust Law; (ii) commence any litigation against any Governmental Authority. In addition; (iii) agree or consent to any divestitures, upon either party’s reasonable requestlicenses, hold separate arrangements or similar matters, including covenants affecting business or operating practices of or with respect to the attorneysassets, accountantsoperations or businesses of Buyer Parent and its Subsidiaries (other than the Company and its Subsidiaries); or (iv) agree or consent to any divestitures, consultants licenses, hold separate arrangements or other advisors similar matters, including covenants affecting business or operating practices of or with respect to the assets, operations or businesses of the Board Company and its Subsidiaries if such actions, divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would, or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, results of Directors operations, or any committee thereof of condition (financial or otherwise) on the Company and its Subsidiaries taken as a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matterswhole.

Antitrust Matters. KBR (i) Purchaser and Halliburton each agree, on behalf of itself Seller shall (A) as promptly as practicable and in any event not more than seven (7) Business Days after the members of its Group, to at all times during the term date of this Agreement use reasonable best efforts Agreement, make or cause to assist be made any filings required of each of them or any of their respective Affiliates under the HSR Act, and (B) cooperate with each other in connection with any such Filing and in connection with resolving any investigation or other inquiry of any Governmental Entity under any applicable Law with respect to any such filing or the Transactions. Subject to applicable Law, each Party shall promptly inform the other party’s full cooperation party hereto of any material oral communication with, and provide (I) copies of material written communications with any Governmental Authority in Entity regarding any such Filings or the Transactions and (II) upon request of the other Parties, all information concerning itself, its investigation of Antitrust Matters Affiliates, directors, officers or equityholders, as applicable, and such other party’s matters as may be reasonably necessary or advisable in connection with any such filing; provided, that (x) Seller and Purchaser may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 7.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of such materials (Seller or Purchaser, as the case may be) or its legal counsel and (y) materials may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no party hereto shall independently participate in any substantive meeting with any Governmental Entity in respect of any such Filings, investigation, defense or other inquiry without giving the other party hereto prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or settlement participate. Subject to applicable Law and the instructions of any claim Governmental Entity, each of Seller and Purchaser shall keep the other apprised of the status of matters relating to Filings required to be made and Authorizations required to be obtained in connection with the Transactions, including by promptly furnishing the other with copies of notices or other communications received by Seller or Purchaser, as the case may be, or any of their respective Affiliates, from any Governmental Entity with respect to such Filings or Authorizations. Purchaser shall pay the filing fees for any Filings required by the HSR Act. Except for such filing fee, each Party shall pay such Party’s and its Affiliates fees, costs and expenses incurred in connection with preparing, filing and obtaining all Filings and Authorizations under the HSR Act, any other Antitrust Law, or otherwise, including responding to any requests for information received from any Governmental Entity in respect of such Filings, including legal, accounting, and economic analyses fees, under the HSR Act. (ii) Purchaser shall not, and shall cause each of its “associates” or “affiliates” (each as defined in 16 CFR 801.1(d)) (collectively, “Purchaser Entities”) and its and their respective Affiliates to not, acquire, invest in, or otherwise obtain any interest in or agree to acquire, invest in or otherwise obtain any interest in by merging or consolidating with, or by purchasing any assets of or equity in, or by any other manner, any Person or portion thereof if the entering into a definitive agreement relating to or the consummation of such acquisition, investment, purchase, merger or consolidation would reasonably be expected to (A) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any Authorizations necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (B) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Transactions or (C) delay the consummation of the Transactions. (iii) Purchaser shall, and shall cause the Purchaser Entities and their respective Affiliates to, take any and all actions necessary to make any Filings and obtain any Authorizations required under or in connection with any Antitrust Law, and to enable all waiting periods under any Antitrust Law to expire, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Authority relating Entity, in each case, to consummate the Acquisition or arising out the other Transactions prior to the termination of this Agreement, including (1) offering and consenting to, and thereafter implementing, the following measures: (x) the sale, license, assignment, transfer, divestiture, holding separate or other disposition of any assets, business or portion of the Antitrust Matters. Without limiting business of Purchaser, its Affiliates, the foregoingCompany or the Business or (y) the imposition of any restriction, a party’s reasonable best efforts requirement or limitation on the operation of the business or portion of the business of Purchaser, its Affiliates, the Company or the Business; provided, that, if the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order, such requirement, condition, limitation, understanding, agreement or order shall only be binding on the Company in the event the Closing occurs, and (2) contesting, defending and appealing any Proceeding, threatened or pending, Injunction, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any Party to assist with consummate the Transactions and taking any and all other party’s full cooperation contemplated by actions to prevent the preceding sentence shall include:entry, enactment or promulgation thereof. (aiv) Without limiting Purchaser will not (A) withdraw its initial filing under the HSR Act and refile it unless Seller has consented in advance in writing to such withdrawal and refiling or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide(B) take, or cause to be provided, to each other as soon as reasonably practicable after written request therefortaken, any Information relating action or do, or cause to be done, anything that would be reasonably likely to delay the Antitrust Matters, in the possession grant of any Authorization or extend any waiting period under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority HSR Act with respect to the Antitrust MattersTransactions or to cause any Governmental Entity to object to such Transactions. (dv) Each party agrees In the event any Proceeding by a Governmental Entity or other Person is commenced which questions the validity or legality of the Transactions or seeks damages in connection therewith, the parties hereto agree to promptly inform cooperate and disclose use all reasonable efforts to defend against such proceeding and, if an Injunction or other order is issued in any Proceeding, to use all reasonable efforts to have such Injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the other party any developments, communications or negotiations between such party consummation of the Transactions. Nothing in this Section 7.01(b)(v) shall limit Purchaser’s obligations under Section 7.01(b)(i)-(iv) of this Agreement. (vi) Nothing in this Agreement shall require Seller or any member of its GroupAffiliates (including the Company) or Purchaser or any of its Affiliates to take, on the one handor agree to take, and any Governmental Authority or third party, on the other hand, action with respect to Antitrust Matters, except as prohibited by law its business or lawful order operations unless the effectiveness of a Governmental Authority. In addition, such agreement or action is conditioned upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersClosing.

Antitrust Matters. KBR Each of the Company, Investor and Halliburton each agreeNavistar agrees to file all appropriate notifications and filings pursuant to the HSR Act or any applicable foreign antitrust and competition laws with respect to the Contemplated Transactions as soon as reasonably practicable, on behalf but in any event within seven Business Days after the date hereof with respect to filings pursuant to the HSR Act, and to supply as promptly as is reasonably practicable any additional information and documentary material that may be requested of itself such party by the relevant Governmental Authorities in connection with the HSR Act. Each such party, as applicable, shall cause (and shall cause its “ultimate parent entity” as that term is defined in the members HSR Act to cause) the filings under the HSR Act to be considered for grant of “early termination” and make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith. Each of the Company, Investor and Navistar agrees to use, and to cause its GroupSubsidiaries to use, to at all times during the term of this Agreement use reasonable best efforts to assist avoid or eliminate as soon as possible each and every 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 enable the parties to expeditiously consummate the Contemplated Transactions; provided that, notwithstanding the foregoing, none of the Company, Investor, Navistar or any of their respective Affiliates or Subsidiaries shall be required to, (a) commit to or effect, by consent decree, hold separate order or otherwise, the sale or disposition of any Assets, securities, facilities or other properties or agree to 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 obtaining applicable merger control clearances under the HSR Act or any applicable foreign antitrust and competition laws. The filing fees associated with the HSR filings and any applicable foreign antitrust and competition laws shall be 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 party’s full cooperation 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 Authority in its investigation of Antitrust Matters and such other party’s investigationgovernmental antitrust authority); provided, defense and/or settlement of any claim by any Governmental Authority relating further, however, that the parties shall not be required to or arising out of share filings made under the Antitrust Matters. Without limiting HSR Act; provided, further, that, notwithstanding the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights such documents and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to information may be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: redacted (i) to comply with reportingremove references concerning the valuation of Navistar, disclosurethe Company, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over Defense Business and the requesting partyAgreement, (ii) for use in any Regulatory Proceedingas necessary to comply with contractual arrangements, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, and (iii) as necessary to allow address reasonable privilege concerns. Notwithstanding anything herein to the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsiblecontrary, or (iv) to comply with its obligations under nothing in this Agreement shall require the Company, Investor or Navistar or any Ancillary Agreement; provided, however, that neither party shall be required by this 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 8.15 to violate 8.4.1 (and not any Law or waive any attorney-client or other work-product privilege. In provision) provides the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such parties’ sole and exclusive obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. subject matter hereof (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable requesti.e., the attorneys, accountants, consultants or HSR Act and other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersLaws).

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying Each party shall file with the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself Federal Trade Commission ("FTC") and the members Antitrust Division of its Groupthe U.S. Department of Justice ("DOJ") the notification and report form (the "HSR Filing") required under the HSR Act, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating with respect to the Antitrust Matters, in transaction contemplated hereby no later than the possession or under third (3rd) business day following the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party date hereof. The HSR Filing shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In in compliance with the event that any party determines that such provision requirements of Information pursuant to this Section 8.15 could violate any Law or agreementthe HSR Act, or waive any attorney-client or work-product privilege, and the parties shall take all reasonable measures to permit request early termination of the compliance with such obligations in a manner that avoids any such harm or consequencewaiting period required by the HSR Act. (b) Notwithstanding Section 8.4Both parties shall respond as promptly as practicable to any inquiries received from the FTC or the DOJ for additional information or documentation and to all inquiries and requests received from any state attorney general or other governmental authority in relation to any antitrust laws. Neither party shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ or any governmental authority not to consummate the transactions contemplated by this Agreement, each party hereby undertakes, on behalf except with the prior written consent of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Mattersparty. (c) Each The parties shall each cooperate and consult with each other in connection with obtaining all required regulatory consents from the FTC, DOJ, or any other governmental authority in relation to any antitrust law. In particular, each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to shall (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by furnish as promptly as reasonably practicable to the other any information concerning its business, properties, and personnel as the other party may reasonably request, in connection with any filing or submission to the FTC, DOJ, or any other governmental authority in connection with any investigation or other inquiry, including any proceeding initiated by a private party, the DOJ or other Governmental Authority; and (ii) recommend orally permit the other party to review in advance, and accept reasonable comments, in writing that connection with any and all such persons cooperate fully (including by appearing for interviews proposed written communication with Governmental Authorities the FTC, DOJ, or testimony, including sworn testimony before a grand jury) any other governmental authority in connection with any investigation conducted or other inquiry relating to any antitrust law, including any proceeding initiated by a private party. In addition, each party shall (x) promptly inform the other party of (and supply to the other party) any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the DOJ, the FTC or any other governmental authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the DOJ or transactions contemplated in this Agreement, and (y) consult with the other Governmental Authority with respect party in advance, to the Antitrust Mattersextent practicable and not prohibited by law, of any meeting or conference with the DOJ, the FTC, or any other governmental authority, or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the DOJ, the FTC, or such other applicable governmental authority, give the other party the opportunity to attend and participate in such meetings and conferences. (d) Each party agrees The parties from the date hereof until the Termination Date, shall use their respective best efforts to promptly inform avoid the entry of, or to have vacated or terminated, any decree, order, judgment, or other impediment relating to any antitrust law that would restrain, prevent, or delay the Closing Date beyond the Outside Date (as defined below). In the event any such litigation, negotiation, or other action is not capable of being resolved by the Outside Date, the Buyer shall propose, negotiate, offer to commit and disclose effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture, or disposition of such assets or businesses of the Buyer, or otherwise offer to take or offer to commit to take any action that it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the Business or Assets to avoid the entry of, or to effect the dissolution of, any impediment, injunction, temporary restraining order or other party order in any developmentssuit or proceeding that would have the effect of preventing or delaying the Closing Date beyond the Outside Date. For the avoidance of doubt, communications the Buyer shall take any and all actions necessary in order to ensure that (x) no requirement for a waiver, consent, or negotiations between such party approval of the FTC, DOJ, any state attorney general, or other governmental authority, (y) no decree, judgment, injunction, temporary restraining order, or any member of its Group, on the one handother order in any suit or proceeding, and (z) no other matter relating to any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by antitrust law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors would preclude consummation of the Board of Directors or any committee thereof of a requested party shall brief transactions contemplated by this Agreement by the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersOutside Date.

Antitrust Matters. KBR (i) Purchaser and Halliburton Seller shall, and shall cause each agreeof their respective Affiliates to, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist make any Filings and obtain any Authorizations required under or in connection with any Antitrust Law and the NSIA, and to enable all waiting periods under any Antitrust Law to expire, in each case, to consummate the Acquisition and the other party’s full cooperation with Transactions as promptly as practicable, and in any Governmental Authority event prior to the Outside Date. In connection thereto, Purchaser and Seller shall (A) as promptly as practicable and in its investigation any event not more than ten (10) Business Days after the date of Antitrust Matters and such other party’s investigationthis Agreement, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (ax) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, make or cause to be made any filings required of each of them or any of their respective Affiliates under the HSR Act and (y) submit the initial notification under the NSIA; and (B) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Entity under any applicable Law with respect to any such filing or the Transactions. Subject to applicable Law, each Party shall (I) promptly inform the other Parties of any material oral communication with, and provide copies of material written communications (excluding the HSR filing itself) with, any Governmental Entity regarding any such filings or the Transactions and (II) upon request of the other Parties, provide all information concerning itself, its Affiliates, its and their respective directors, officers or equityholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any such filings or the Transactions and (III) permit the other Parties to review in advance (and to consider in good faith any comments made by the other Parties in relation to) any proposed material communication by such Party to any Governmental Entity relating to any such filings or the Transactions; provided, to that (x) Seller and Purchaser may, as each other as soon as determines is reasonably practicable after written request therefornecessary, any Information relating designate competitively sensitive material provided to the Antitrust Mattersother pursuant to this Section 7.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the possession or under the control source of such party that materials (Seller or Purchaser, as the requesting party reasonably needs: case may be) or its legal counsel and (y) materials may be redacted (i) to comply with reporting, disclosure, filing or other requirements imposed on remove references concerning the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over valuation of the requesting partyCompany Group and the Business, (ii) for use in any Regulatory Proceeding, judicial proceeding as necessary to comply with contractual arrangements or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, applicable Law and (iii) as necessary to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any address reasonable attorney-client or other work-product privilegeprivilege or confidentiality concerns. In the event that Subject to applicable Law, no Party shall independently participate in any party determines that substantive meeting, telephone call or discussion with any Governmental Entity in respect of any such provision of Information pursuant to this Section 8.15 could violate any Law or agreementfilings, investigation, or waive any attorney-client other inquiry without giving the other Parties prior notice of the meeting, telephone call or work-product privilegediscussion and, to the extent permitted by such Governmental Entity, the parties opportunity to attend and/or participate. Subject to applicable Law and the instructions of any Governmental Entity, each of Seller and Purchaser shall take keep such other Party apprised of the status of matters relating to Filings required to be made and Authorizations required to be obtained in connection with the Acquisition and the other Transactions, including by promptly notifying such other Party of, or furnishing such other Party with copies of, notices or other communications received by Seller or Purchaser, as the case may be, or any of their respective Affiliates, from any Governmental Entity with respect to such Filings or Authorizations. Purchaser shall be responsible for all reasonable measures filing fees payable by any Party hereto with respect to permit any Filings and Authorizations under the compliance HSR Act or any other Antitrust Law in connection with the Transactions. Except for such obligations filing fees, each Party shall pay such Party’s and its Affiliates’ fees, costs and expenses incurred in a manner that avoids connection with preparing, filing and obtaining all Filings and Authorizations under the HSR Act, any other Antitrust Law, the NSIA or otherwise, including responding to any requests for information received from any Governmental Entity in respect of such harm or consequencefilings, including legal, accounting, and economic analyses fees. (bii) Notwithstanding Section 8.4Purchaser shall not, and shall cause each party hereby undertakes, on behalf of itself and the members of its GroupAffiliates to not, acquire, invest in, or otherwise obtain any interest in or agree to preserveacquire, maintain and retain all documentsinvest in or otherwise obtain any interest in by merging or consolidating with, records and or by purchasing any assets of or equity in, or by any other tangible evidence related manner, any Person or portion thereof if the entering into a definitive agreement relating to Antitrust Mattersor the consummation of such acquisition, investment, purchase, merger or consolidation would reasonably be expected to (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (B) materially increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Transactions or (C) materially delay the consummation of the Transactions. (ciii) Each party agreesNotwithstanding anything else to the contrary set forth herein, on behalf it is agreed that Purchaser shall make all strategic decisions and lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to any filings, notifications, submissions, communications, or requests that may be made by, or any actions, nonactions or Consents that may be sought by or from, any Governmental Entity that are necessary to consummate the Transactions, including determining the strategy for contesting, litigating or otherwise responding to objections to, or Proceedings challenging, the consummation of itself the Transactions; provided that Purchaser shall consult in good faith with Seller regarding any such decisions and activities. (iv) Notwithstanding anything to the members of its Groupcontrary in this Section 7.01, to use reasonable best efforts to (i) make available neither Seller nor any of its current and former directorsAffiliates shall have any obligation to take, officersor agree to take, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the any action with respect to its business or operations other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority than with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to Company Group or the other party any developmentsBusiness; provided, communications or negotiations between such party that in no event shall Seller or any member of its Affiliates (including the Company Group) be required to take, on the one handor agree to take, and any Governmental Authority or third party, on the other hand, such action with respect to Antitrust Matters, except as prohibited by law the Company Group or lawful order the Business unless the effectiveness of a Governmental Authority. In addition, such agreement or action is conditioned upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersClosing.

Antitrust Matters. KBR (a) Each Party will take all actions necessary, proper or advisable under Applicable Law to (i) make its respective filings under any applicable Antitrust Law, as promptly as practicable, (ii) cause the satisfaction of such other filing requirements, or the issuance of such Consents as required under any applicable Antitrust Law, (iii) request early termination of any waiting periods under any applicable Antitrust Laws, (iv) comply at the earliest practicable date with any request for information or documentary material received by any of the Parties or their respective Affiliates from any Governmental Authority, and Halliburton (v) avoid the entry of any Order, whether temporary, preliminary or permanent, under any Antitrust Law, that would have the effect of prohibiting, preventing or restricting consummation of the transactions contemplated hereby. Purchaser will bear the cost of all filing fees related to the foregoing. (b) The Parties will instruct their respective counsel to cooperate reasonably with each agree, on behalf of itself other and the members of its Group, to at all times during the term of this Agreement use commercially reasonable best efforts to assist facilitate and expedite the expiration of all applicable waiting periods under any applicable Antitrust Law and to obtain all requisite Consents for the transactions contemplated hereby under applicable Antitrust Law at the earliest practicable dates. Such commercially reasonable efforts and cooperation include the Parties undertaking to (i) cooperate reasonably with each other in connection with any filing or submission and in connection with any investigation or other inquiry by any antitrust authority, (ii) promptly keep each other appropriately informed of communications from and to personnel of the reviewing antitrust authority, (iii) confer with each other party’s full cooperation regarding appropriate contacts with and responses to personnel of such antitrust authority, (iv) not arrange for or participate in any meeting with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement respect of any claim filings, investigation or other inquiry without consulting with each other in advance, and, to the extent permitted by such Governmental Authority, giving the other Party the opportunity to attend and participate thereat, and (v) furnish all information reasonably required for any application or other filing to be made pursuant to any Applicable Law or any applicable regulations of any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist in connection with the other party’s full cooperation transactions contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Mattershereby. (c) Each party agrees, on behalf of itself and the members of its Group, to The Parties shall use their respective commercially reasonable best efforts to (i) make available any of its current and former directorsresolve such objections, officersif any, employees, agents, distributors, attorneys and Affiliates who as may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority be asserted with respect to the transactions contemplated hereby under any applicable Antitrust Matters. Law. Notwithstanding the foregoing, in no event shall Purchaser be required to proffer and consent to any Orders or requirements (dincluding court orders) Each party agrees to promptly inform and disclose divest, hold or separate or otherwise take or commit to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, action with respect to Antitrust Matters, except as prohibited by law any assets or lawful order business of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors Purchaser or any committee thereof of a requested party shall brief its Subsidiaries or Affiliates or the Board of Directors Assets or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersBusiness.

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) Subject to comply with reportingthe terms and conditions set forth in this Agreement, disclosure, filing or other requirements imposed on without limiting the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over generality of the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information undertakings pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.46.3, each party hereby undertakes, on behalf of itself Seller and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its GroupCompany, on the one hand, and any Governmental Authority or third partyPurchaser, on behalf of itself and each of its Affiliates, on the other hand, agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, to file the initial pre-merger notifications with respect to Antitrust Mattersthis Agreement and the transactions contemplated herein required under the HSR Act (which filing, including the exhibits thereto, need not be shared or otherwise disclosed to the other parties except to outside counsel of each party) for each of Purchaser and the Company, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby and to file as prohibited soon as practicable any notification or other form necessary to obtain any consents, clearances or approvals required under or in connection with any other antitrust law; (B) to promptly provide to each and every federal, state, local or foreign court or Governmental Authority with jurisdiction over enforcement of any applicable antitrust law, non-privileged information and documents requested by any such Governmental Authority in connection with obtaining any such approval of such Governmental Authority that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby; (C) to use reasonable best efforts to take, and to cause each of its Subsidiaries to take, any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any antitrust law, enable all waiting periods under any antitrust law to expire and avoid or eliminate each and every impediment under any antitrust law asserted by any Governmental Authority, in each case, to enable the transactions contemplated hereby to occur prior to the Termination Date, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Authority; and (D) to refrain from entering into any agreement, arrangement or other understanding to acquire any assets or properties that would prevent or materially delay receipt of any approval under the HSR Act or other antitrust law or lawful order prevent, materially delay or materially impede the consummation of a the transactions contemplated by this Agreement. (ii) Subject to the last sentence of this Section 6.3(d)(ii), Purchaser shall take, and cause its Affiliates to take, any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with the HSR Act or any other antitrust law, and to enable all waiting periods under the HSR Act or any other antitrust law to expire, and to avoid or eliminate each and every impediment under the HSR Act or any other antitrust law asserted by any Governmental Authority. In addition, upon either party’s reasonable in each case, to consummate the transactions contemplated hereby, including (A) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Authority; (B) if necessary to obtain clearance by any Governmental Authority, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or otherwise, the attorneyssale, accountantsdivestiture, consultants license or other advisors disposition of any and all of the Board capital stock, assets, rights, products, leases, businesses or other operations or interests therein of Directors the Company and/or its Subsidiaries or Purchaser or its Affiliates; and (C) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party to consummate the transactions contemplated hereby and taking any and all other actions to prevent the entry, enactment or promulgation thereof. Notwithstanding anything to the contrary in this Section 6.3, Purchaser shall not be required to take any action contemplated by clause (B) of the immediately preceding sentence if such action would be reasonably expected to have a material adverse effect on the business, operations, financial condition or results of operations of Purchaser and its Subsidiaries (including the Company and its Subsidiaries after the Closing), taken as a whole. (iii) Purchaser will not withdraw its initial filing under the HSR Act or any committee thereof of a requested party other antitrust law, as the case may be, and refile it unless Seller has consented in advance to such withdrawal and refiling. Nothing in this Agreement shall brief require Seller, the Board of Directors Company or their respective Affiliates to take or agree to take any committee thereof of the requesting party concerning the status of or issues arising under or relating action with respect to the Antitrust MattersCompany's or its Subsidiaries' business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing.

Antitrust Matters. KBR (a) Each Party agrees to (i) within five (5) Business Days of the date hereof make an appropriate filing of a Notification and Halliburton each agreeReport Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, on behalf (ii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act by the United States Federal Trade Commission or the United States Department of itself 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 members expiration or termination of its Groupthe 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 at all times during direct the term antitrust defense of the Transactions and any related negotiations with any Governmental Authority or other third party relating to the Transactions or regulatory filings under applicable competition Law, subject to the provisions of this Agreement Section 8.09. The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to assist with provide full and effective support of SPAC in all material respects in all such negotiations and other discussions or actions to the other party’s full cooperation extent requested. No Party will make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigationwith respect to any proposed settlement, defense and/or settlement of any claim by any Governmental Authority relating to consent decree, commitment or arising out of the Antitrust Matters. Without limiting the foregoingremedy, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Mattersor, in the possession event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically agreed between SPAC and the Company. SPAC and the Company will each be responsible for one-half of all filing fees in connection with any filings made under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information HSR Act pursuant to this Section 8.15 could violate 8.09. No Party will commit to or agree with any Law Governmental Authority to stay, toll or agreementextend any applicable waiting period under the HSR Act or applicable competition Law, or waive without the prior written consent of the other Parties. If any attorney-client or work-product privilegerequest for additional information and documents, including a “second request” under the parties HSR Act, is received from any Governmental Authority then the Parties shall take all use commercially reasonable measures efforts to permit the compliance substantially comply with such obligations in a manner that avoids any such harm or consequencerequest at the earliest practicable date. (b) Notwithstanding Without limiting the generality of the Parties’ undertakings pursuant to Section 8.48.09(a), but subject to Section 8.09(d), each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to Parties will use reasonable best efforts to (i) make available promptly respond to any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested inquiries by the other party, the DOJ any Governmental Authority regarding antitrust or other Governmental Authority; competition matters with respect to the transactions contemplated by this Agreement and the Transaction Agreements and (ii) recommend orally avoid the imposition of any Governmental Order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement and the Transaction Agreements. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in writing connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between a Party and any Governmental Authority in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential or privileged information) will be disclosed to the other Parties hereunder in advance of any filing, submission or attendance, it being the intent that any the Parties will consult and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimonyone another, including sworn testimony before a grand jury) and consider in good faith the views of one another, in connection with any investigation conducted by a partysuch analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party will give notice to the DOJ or other Governmental Authority Parties with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the Antitrust Mattersstaff or regulators of any Governmental Authority in connection with the Transaction, with such notice being sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact (to the extent such attendance or participation is permitted by the Governmental Authority). (d) Each party agrees to promptly inform and disclose to Notwithstanding the other party any developments, communications or negotiations between such party foregoing or any member other provision of this Agreement, nothing contained in this Agreement shall require or obligate either SPAC, the Company or any of their respective Affiliates to, and neither the Company nor any of its GroupSubsidiaries or Affiliates shall, on without the one handprior written consent of SPAC: (i) in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the transactions contemplated by this Agreement and the Transaction Agreements, and agree to defend any such action or actions; (ii) commence any Action with any Governmental Authority or third party; (iii) agree or otherwise become subject to any restrictions, conditions, limitations or other understanding on the other hand, or with respect to Antitrust Mattersthe operation of the business of SPAC, except as prohibited by law any of its Affiliates, or lawful order the Company or any of its Subsidiaries; (iv) agree or otherwise be required to, either before or after the Closing, sell or otherwise dispose of, hold separate (through the establishment of a Governmental Authority. In additiontrust or otherwise), upon either party’s reasonable requestdiscontinue, or divest itself of any business, assets, interests, or operations of SPAC, any of its Affiliates, or the attorneys, accountants, consultants Company or any of its Subsidiaries; (v) agree to any material modification or waiver of the terms and conditions of this Agreement; or (vi) pay or commit to pay any material amount of cash or other advisors of the Board of Directors consideration, or incur or commit to incur any committee thereof of a requested party shall brief the Board of Directors material liability or other obligation, in connection with obtaining any committee thereof of the requesting party concerning the status of authorization, consent, Governmental Order, registration or issues arising under or relating to the Antitrust Mattersapproval.

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) Subject to comply with reportingthe terms and conditions set forth in this Agreement, disclosure, filing or other requirements imposed on without limiting the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over generality of the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information undertakings pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.44.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its GroupCompany, on the one hand, and any Governmental Authority or third partyParent and Merger Sub, on the other hand, agree to take or cause to be taken the following actions: (A) as soon as reasonably practicable, (1) and in any event, no later than ten (10) Business Days following the date of this Agreement, to file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act (which filing, including the exhibits thereto, shall not be shared or otherwise disclosed to the other Parties except to outside counsel of each Party) for each of Parent and the Company, in each case, requesting early termination of the waiting period with respect to the Merger and (2) to file any notification or other form necessary to obtain any consents, clearances or approvals required under or in connection with any other Antitrust MattersLaw; (B) to promptly provide to each and every supranational, except as prohibited national, federal, state, provincial or local Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by law any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or lawful order authorization of a such Governmental Authority. Antitrust Entity that is necessary, proper or advisable to permit consummation of the Merger and the other transactions contemplated hereby; and (C) to refrain from entering into any agreement, arrangement or other understanding to acquire any assets, or properties or business that would prevent or materially delay receipt of any Company Required Governmental Approvals or Parent Required Governmental Approvals or prevent, materially delay or materially impede the Closing. (ii) In additionaddition to the foregoing, upon either party’s reasonable Parent shall take, and cause its Subsidiaries to take, any and all actions necessary (including the payment of all filing fees of all Parties) to make any filings (including promptly complying with or modifying any requests for additional information, including any second request, by any Governmental Entity) and Parent shall, and shall cause its Subsidiaries to, and the Company shall and shall cause its Subsidiaries to, use reasonable best efforts to obtain any consents, clearances, approvals or authorizations required under or in connection with any Antitrust Law, and to enable all waiting periods under any Antitrust Law to expire, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to enable the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable following the date hereof, including (A) offering and consenting to, and thereafter implementing, the following measures: (1) the sale, license, assignment, transfer, divestiture, holding separate or other disposition of any assets, business or portion of business of the Company, the Surviving Company, or any of their respective Subsidiaries or (2) the imposition of any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, or any of their respective Subsidiaries; provided that Parent will not be required to offer, consent to or implement the foregoing measures with respect to (x) any non-de minimis assets (as such term is defined for purposes of this Section 4.4(d)(ii) on Section 4.4(d)(ii) of the Company Disclosure Letter) of the Company or the Surviving Company or (y) any assets of Parent and its Subsidiaries and (B) contesting, defending or appealing any Action brought by any Governmental Entity, threatened or pending preliminary or permanent injunction or other Order, decree or ruling or statute, rule, regulation or executive order. (iii) Parent will not (x) withdraw its initial filing under the HSR Act or any other Antitrust Law, as the case may be, and re-file it unless the Company has consented in advance to such withdrawal and refiling, such consent not to be unreasonably withheld, delayed or conditioned or (y) take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to delay the obtaining of any approval or to extend any waiting period under the HSR Act, any Antitrust Law with respect to the transactions contemplated hereby or to cause any Governmental Entity to object to such transactions, including acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to that engaged in by the Company and its Subsidiaries. (iv) Nothing in this Agreement shall require the Company or its Affiliates or Parent, Merger Sub or their respective Affiliates to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. (v) Parent shall reimburse the Company and its Subsidiaries for all of their documented and reasonable out-of-pocket expenses (including the reasonable fees and expenses of all attorneys, accountantsconsultants, consultants economists and other experts retained by a party and all reasonable duplicating, travel and related expenses) incurred or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Mattersaccrued in connection with Section 4.4(d)(ii)(B).

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) Subject to comply with reportingthe terms and conditions set forth in this Agreement, disclosure, filing or other requirements imposed on without limiting the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over generality of the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information undertakings pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.46.5, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its GroupCompany, on the one hand, and any Governmental Authority or third partyParent, on the other hand, agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than 15 Business Days following the date of this Agreement (assuming timely receipt of all information required from the Company or Parent, as applicable), to file the initial pre-merger notifications with respect to Antitrust Mattersthis Agreement and the transactions contemplated herein required under the HSR Act (which filing, including the exhibits thereto, need not be shared or otherwise disclosed to the other party except as prohibited to the extent reasonably necessary to outside counsel of each party in the event of an investigation of the Merger or the other transactions contemplated by law or lawful order of this Agreement by a Governmental Authority. In additionEntity) for each of Parent and the Company, upon either partyin each case, requesting early termination of the waiting period with respect to the Merger and to file as soon as reasonably practicable any notification or other form necessary to obtain any consents, clearances or approvals required under or in connection with any other Antitrust Law; (B) to promptly provide to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such approval of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the Merger and the other transactions contemplated hereby; (C) to use reasonable best efforts to take, and to cause each of its Subsidiaries to take, any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law, enable all waiting periods under any Antitrust Law to expire and avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to enable the Merger and the other transactions contemplated hereby to occur prior to the Termination Date, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; and (D) to refrain from entering into any agreement, arrangement or other understanding to acquire any assets or properties that would prevent or materially delay receipt of any Company Required Governmental Approvals or Parent Required Governmental Approvals or prevent, materially delay or materially impede the Closing. (ii) Notwithstanding anything to the contrary contained in this Agreement, none of Parent or its Subsidiaries or Affiliates shall be obliged to take or accept (or commit to take or accept), and neither the Company nor any Company Subsidiary shall take or accept (or commit to take or accept), without Parent’s reasonable requestprior consent, any action or any condition, restriction, obligation or requirement with respect to Parent, the attorneysCompany, accountantstheir Subsidiaries or Affiliates or their Subsidiaries or Affiliates’ assets if such action, consultants condition, restriction, obligation or other advisors requirement, individually or in the aggregate, would reasonably be expected (A) to materially prohibit or materially restrict the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership (including with respect to voting) of the Board Shares to be acquired in the Merger or of Directors the assets or business of the Company, (B) to be materially adverse to the assets or businesses, the operation of the businesses or the financial condition or results of operations, of the Parent (including, for these purposes, the Surviving Corporation and its Subsidiaries), taken as a whole, or (C) to be materially adverse to the assets or businesses, the operation of the businesses, or the financial condition or results of operations of the Surviving Corporation and its Subsidiaries, taken as a whole. (iii) Neither the Company nor Parent will withdraw its initial filing under the HSR Act or any committee thereof other Antitrust Law, as the case may be, and refile it unless the Company or Parent, as applicable, has consented in advance to such withdrawal and refiling. Nothing in this Agreement shall require Parent, the Company or their respective Affiliates to take or agree to take any action with respect to its business or operations unless the effectiveness of a requested party shall brief such agreement or action is conditioned upon the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersClosing.

Antitrust Matters. KBR Subject to the terms and Halliburton each agreeconditions set forth in this Agreement, on behalf without limiting the generality of itself the undertakings pursuant to this Section 7.6, the Parties (with respect to clauses (i), (ii) and (iii)) and the members Buyers (with respect to clause (iv)) agree to take or cause to be taken the following actions: (i) promptly provide to each and every federal, state, local or foreign court or Governmental Authority with jurisdiction over enforcement of its Groupany applicable antitrust or competition Laws (“Government Antitrust Entity”) non-privileged information and documents requested by any Government Antitrust Entity or that are necessary, proper or advisable to at all times during permit consummation of the term of this Agreement Contemplated Transactions; (ii) use their respective reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters prepare and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: file as promptly as practicable (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand juryextent not already filed) with any investigation conducted by a partyapplicable Government Antitrust Entity all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents. In furtherance and not in limitation of Section 7.6(d)(i), each Party shall make any required filing as promptly as practicable (to the DOJ or other Governmental Authority extent not already filed) with the applicable Government Antitrust Entity with respect to the Contemplated Transactions and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the review, clearance or approval by such Government Antitrust Matters.Entity of any of the Contemplated Transactions; (diii) Each party agrees (A) promptly notify the other Party of any written or oral communication to promptly inform and disclose that Party from any Government Antitrust Entity and, subject to applicable Law, permit the other Party to review in advance any proposed written communication to any Government Antitrust Entity, in each case concerning the review, clearance or approval by such entity of the Contemplated Transactions; (B) to the extent permitted by such Government Antitrust Entity, give the other party any developmentsParty the opportunity to attend and participate in meetings with such Government Antitrust Entity; and (C) furnish the other Party with copies of all correspondence, filings, and communications or negotiations (and memoranda setting forth the substance thereof) between such party or any member of it and its Group, Affiliates and its respective Representatives on the one hand, and any Governmental Authority Government Antitrust Entity or third party, members of such Government Antitrust Entity’s staff on the other hand, with respect to Antitrust Mattersconcerning the review, clearance or approval of the Contemplated Transactions under any applicable antitrust or competition Laws, except as to the extent prohibited by law applicable Laws or lawful order the instructions of such Government Antitrust Entity; provided, that a Governmental Authority. In additionParty shall be permitted to remove any commercially sensitive information, upon either party’s any information necessary to comply with Contractual arrangements, any information to address reasonable requestprivilege concerns, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof references to address valuation concerns, in each case, before sharing with the other Party, or such Party’s legal counsel may share complete versions on an outside-counsel-only basis with the other Party’s legal counsel; and (iv) make the prompt use of a requested party shall brief the Board of Directors its reasonable best efforts to avoid or eliminate any committee thereof of the requesting party concerning the status of or issues arising impediment under or relating to the any antitrust Laws that may be asserted by any Government Antitrust MattersEntity.

Antitrust Matters. KBR (a) Subject to the terms and Halliburton conditions set forth in this Agreement, Buyer agrees to take or cause to be taken the following actions: (i) to use best efforts to take, and to cause each agree, on behalf of itself and the members of its GroupAffiliates to take, any and all actions necessary to at obtain any consents, clearances, approvals or authorizations required under or in connection with any Antitrust Law and enable all times during the term of this Agreement waiting periods under any Antitrust Law to expire and Buyer and Seller shall use reasonable best efforts to assist with the other party’s full cooperation with take all actions necessary to avoid or eliminate each and every impediment under any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim Law asserted by any Governmental Authority relating Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable, including promptly complying with or arising out modifying any requests for additional information (including any second request) by any Governmental Entity; provided, that in no event shall Buyer be required to consent to divest more than twenty-three (23) of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts Properties in order to assist with the other party’s full cooperation contemplated by the preceding sentence shall include:obtain clearance from any Governmental Entity; and (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, (3) extend any waiting period under the HSR Act or any other Antitrust Law with respect to the transactions contemplated hereby or (4) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in any Regulatory Proceeding, judicial proceeding or other proceeding whole or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations part in a manner that avoids any such harm or consequenceline of business similar to the Business. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect Subject to the Antitrust Matters. (d) Each party agrees to promptly inform terms and disclose to the other party any developmentsconditions set forth in this Agreement, communications or negotiations between such party or any member of its GroupSeller, on the one hand, and any Governmental Authority or third partyBuyer, on the other hand, each at their own expense, agree to take or cause to be taken the following actions: (i) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, to file the initial pre-merger notification required under the HSR Act for Seller and Buyer with respect to Antitrust Mattersthis Agreement and the transactions contemplated herein, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors in each case requesting early termination of the Board applicable waiting period with respect to the transactions contemplated hereby; (ii) to promptly provide, and cause each of Directors its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or any committee thereof authorization of a requested party shall brief the Board of Directors such Governmental Antitrust Entity that is necessary, proper or any committee thereof advisable to permit consummation of the requesting party concerning transactions contemplated hereby; and (iii) to defend through litigation on the status of or issues arising under or relating merits any claim related to the transactions contemplated hereby asserted by any Governmental Antitrust MattersEntity, including appeals. (c) Buyer will not withdraw its initial filing under the HSR Act and refile it pursuant to 16 C.F.R. § 803.12 unless Seller has consented in advance to such withdrawal and refiling.

Antitrust Matters. KBR (i) To the extent applicable and Halliburton subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 6.08, each agreeof the Company, on behalf Parent and Merger Sub agrees to promptly provide to each relevant Governmental Authority with jurisdiction over enforcement of itself any applicable antitrust or competition Laws (“Governmental Antitrust Entity”) non-privileged information and documents (A) requested by any Governmental Antitrust Entity or (B) that are necessary, proper or advisable to permit consummation of the members of transactions contemplated by this Agreement, and use its Group, to at all times during the term of this Agreement use reasonable best efforts to assist take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 6.08(c) to cause the other party’s full cooperation expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under all applicable antitrust Laws as soon as practicable. (ii) In furtherance and not in limitation of the covenants of the parties contained herein, if any objections are asserted with respect to the Transactions under any Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of or any claim by private party challenging any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting Transactions as violating any Law or which would otherwise prevent, materially impede or materially delay the foregoingconsummation of the transactions contemplated hereby, a party’s each of Parent, Merger Sub and the Company shall use its reasonable best efforts to assist with resolve any such objections or suits so as to permit consummation of the Transactions, including selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4disposition of, each of Halliburton and KBR agrees, on behalf of itself and the members any of its Groupassets or the assets of its Subsidiaries or the conducting of its business in a manner which would resolve such objections or suits so long as such actions do not result in, and are not reasonably likely to provideresult in, individually or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reportingaggregate, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary AgreementCompany Material Adverse Effect; provided, however, that neither party that, notwithstanding anything to the contrary contained in this Agreement, the Company and its Subsidiaries shall not be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreementhold separate, restructure, reorganize, sell, divest, dispose of, or waive otherwise take or commit to any attorney-client action that limits its freedom of action with respect to, or work-product privilegeits ability to retain, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directorsbusinesses, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ operations or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect assets prior to the Antitrust MattersEffective Time. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.

Antitrust Matters. KBR (a) Subject to the terms and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term conditions of this Agreement Agreement, each of the Co-Investors shall use his or its reasonable best efforts to assist promptly take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to obtain any approvals required under the Applicable Laws with respect to such Co-Investors as promptly as practicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings) under Applicable Laws. In furtherance and not in limitation of the foregoing, the Co-Investors agree to use their reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 2.7 necessary to cause the expiration or termination of any applicable waiting periods (including any extensions thereof) as soon as practicable. Each of the parties shall cooperate with each other and the Company in connection with the matters contemplated by this Section 2.7(a). (b) Each of the Co-Investors shall keep the other party’s full cooperation with parties to this Agreement and the Company informed in all material respects on a reasonably timely basis of (i) any Governmental Authority in its investigation of Antitrust Matters and such or other party’s investigation, defense and/or settlement of any claim inquiry by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoingtransactions contemplated hereby, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, including any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) proceeding initiated by a Governmental Authority having jurisdiction over the requesting private party, and (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which material communication received by such party may be responsiblefrom, or (iv) to comply given by such party to, any Governmental Authority and of any material communication received or given in connection with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4proceeding by a private party, in each party hereby undertakes, on behalf case regarding any of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matterstransactions contemplated hereby. (c) Each party agreesNotwithstanding anything to the contrary set forth in this Agreement, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available if any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority asserts any objections under the HSR Act or under any other Applicable Laws with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developmentsMerger, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors none of the Board Co-Investors nor their Affiliates will be required to take any action to resolve such objections without the consent of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matterssuch Co-Investor.

Antitrust Matters. KBR (i) On the terms and Halliburton subject to the conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 6.02, each agree, on behalf of itself the Company and the members of its Group, Parent agree to at all times during the term of this Agreement use reasonable best efforts promptly provide to assist each and every Governmental Body with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement jurisdiction over enforcement of any claim applicable Antitrust Laws (“Governmental Antitrust Body”) all non-privileged information and documents that are either requested by any such Governmental Authority relating Antitrust Body or are necessary, proper or advisable to or arising out permit consummation of the Antitrust MattersTransactions. Without limiting the foregoing, a party’s reasonable best efforts generality of the undertakings pursuant to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in this Section 8.4 or Section 3.46.02, each of Halliburton the Company and KBR agreesParent agree to promptly as practicable, on behalf but no later than ten (10) Business Days, after the date of itself this Agreement, prepare and file (i) required or necessary notification and report forms under the HSR Act and the members rules and regulations promulgated thereunder with the applicable Governmental Antitrust Body and (ii) notifications, filings, registrations and other materials required or necessary under the other applicable Antitrust Laws, and will respond as promptly as practicable to all requests or inquiries received from any Governmental Antitrust Body for additional documentation or information. (ii) On the terms and subject to the conditions set forth in this Agreement, without limiting the generality of its Groupthe undertakings pursuant to this Section 6.02, Parent agrees to provide, take or cause to be providedtaken (A) all actions necessary to avoid the entry of any permanent, preliminary or temporary injunction or other Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including (x) the agreement by Parent or any of its Subsidiaries of its willingness to each sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, licenses, categories of assets or businesses or other as soon as reasonably practicable operations, or interests therein, of the Company or Parent or their respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Antitrust Body giving effect thereto) and (y) the taking or committing to take any actions that after written request thereforthe Closing Date would limit Parent’s or the Surviving Corporation’s freedom of action with respect to, any Information relating or their ability to the Antitrust Mattersretain, one or more of their or their Subsidiaries’ businesses, product lines or assets, in each case, if such action should be necessary to avoid, prevent, eliminate or remove the possession or under the control actual (1) commencement of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use any Proceeding in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, forum or (iv2) to comply with its obligations under this Agreement issuance of any Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Offer or the Merger by any Ancillary Agreement; providedGovernmental Antitrust Body, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In and (B) in the event that any party determines permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any Proceeding or inquiry of any kind that such provision would make consummation of Information pursuant the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Offer or the Merger or the other Transactions, all actions necessary (including the appeal thereof, the posting of a bond or taking or agreeing to take any of the steps contemplated by clause (A) of this Section 8.15 could violate any Law 6.02(d)(ii)) to resist, vacate, modify, reverse, suspend, prevent, eliminate or agreementremove such actual, anticipated or waive any attorney-client threatened injunction, decision, order, judgment, determination or work-product privilege, the parties shall take all reasonable measures decree so as to permit the compliance with such obligations in a manner that avoids consummation as quickly as possible. The Company shall not make any such harm commitment to take or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, cause to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available be taken any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors action of the Board type contemplated by clause (A) of Directors or any committee thereof this Section 6.02(d)(ii) without the prior written consent of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersParent.

Antitrust Matters. KBR (i) ABG Purchaser and Halliburton Seller shall, and shall cause each agreeof their respective Affiliates to, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist make any Filings and obtain any Authorizations required under or in connection with any Regulatory Law, and to enable all waiting periods under any Regulatory Law to expire or terminate, in each case, to consummate the Acquisition and the other party’s full cooperation with Transactions as promptly as practicable, and in any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating event prior to or arising out of the Antitrust MattersOutside Date. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4In connection therewith, each Purchaser shall, and shall cause each of Halliburton and KBR agrees, on behalf of itself and the members of its Grouptheir respective Affiliates (as applicable), to provide, as promptly as practicable make or cause to be made any Filings required of each of them or any of their respective Affiliates under any applicable Regulatory Law. Each Purchaser and Seller shall cooperate with each other in connection with obtaining any such Authorization or making any such Filing, provided, however, that neither ABG Purchaser nor Seller shall make any such Filings requested or required by any Purchaser Designee without first providing advance notice in writing of such contemplated action to the other and reasonably consulting with the other prior to taking any such action. Subject to applicable Law, to consummate the Transactions as promptly as practicable, and in any event prior to the Outside Date, each Party shall, and shall cause each of their respective Affiliates (as applicable) to (I) promptly inform the other as soon as reasonably practicable after Parties of any oral communication with, and provide copies of written request thereforcommunications with, any Information Governmental Entity regarding any Filings or obtaining any Authorizations with respect to the Transactions, and (II) upon reasonable request of the other Parties, provide all information concerning itself and its Affiliates, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any such Filings or obtaining any Authorizations with respect to the Transactions, and (III) permit the other Parties to review in advance (and to consider in good faith any comments made by the other Parties in relation to) any proposed communication by such Party to any Governmental Entity relating to any such Filings or obtaining any Authorizations with respect to the Antitrust MattersTransactions; provided, that (x) Seller and each Purchaser may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 6.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the possession or under the control source of such party that materials (Seller and each Purchaser, as the requesting party reasonably needs: case may be) or its legal counsel and (y) any materials to be exchanged under this Section 6.01 may be redacted (i) to comply with reporting, disclosure, filing or other requirements imposed on remove references concerning the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over valuation of the requesting partyAcquired Group and the Business, (ii) for use in any Regulatory Proceeding, judicial proceeding as necessary to comply with contractual arrangements or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, applicable Law and (iii) as necessary to allow address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no Party shall independently participate in any substantive meeting, telephone call or discussion with any Governmental Entity in respect of any such Filings, obtaining any Authorizations, or any investigation or other inquiry, without giving the other party Parties prior notice of the meeting, telephone call or discussion and, to defend the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. Neither Seller nor its Affiliates, on one hand, nor any Purchaser nor its Affiliates, on the other hand, shall extend, or settle request the extension of, any claim relating waiting period or decision period with respect to Antitrust Matters the Acquisition, or enter into any agreement, commitment or understanding with any Governmental Entity not to consummate the Acquisition, or to delay consummation of the Acquisition, without the prior written consent of the other, which shall not be unreasonably withheld, conditioned or delayed. Except for which such party may any filing fees under the HSR Act, ABG Purchaser shall be responsibleresponsible for all filing fees payable by any Party hereto with respect to making any Filings or obtaining any Authorizations under any Regulatory Law, in connection with the Transactions. (ii) In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain any Authorizations pursuant to any other Regulatory Laws applicable to the Transactions and to cause the conditions set forth in Article VII to be satisfied as promptly as practicable and in any event prior to the Outside Date, Purchaser will (A) offer, negotiate, commit to, agree to or effect, by consent decree, settlement agreement, hold separate order or otherwise, (1) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of the Acquired Group or the Business, (2) any other restrictions on the activities of Purchaser, its Affiliates, the Acquired Group or the Business, or (3) any other remedial action, condition, commitment or undertaking of any kind on Purchaser, its Affiliates, the Acquired Group or the Business, and (B) contest, defend and appeal, and Seller shall reasonably cooperate with ABG Purchaser in furtherance of such efforts, any Proceedings, whether judicial or administrative, challenging the consummation of the Acquisition or the transactions contemplated by this Agreement; provided, that notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.01(b) shall require Purchaser to (w) take any action unless it is conditioned upon consummation of the Acquisition, (x) take any action with respect to any Purchaser’s (including such Purchaser’s Affiliates) businesses, assets, interests, products or product lines in any territory, except following the consummation of the Transactions in relation to the Acquired Group or the Business, (y) to sell, divest, license or dispose of, or agree to any of the foregoing with respect to, the Business’s or the Acquired Group’s (including the Acquired Group’s Affiliates) business, assets, interests, products or product lines (i) in the jurisdictions listed in Section 6.01(b)(i) of the Disclosure Schedules (the “Divestiture Remedy Main Company Markets Schedule”) or (ii) in any jurisdiction other than those set forth in the Divestiture Remedy Main Company Markets Schedule if, in the case of this clause (ii), such action would reasonably be expected to result in a material adverse effect on the business, results of operation or financial condition of the Acquired Group and the Business, taken as a whole; provided, that, notwithstanding the foregoing with respect to clause (y)(i), Purchaser taking, or agreeing to take, any action with respect to the sale, divestiture, license or other disposition of any businesses, assets, interests, product or product line in a jurisdiction set out in the Divestiture Remedy Main Company Market Schedule will not exclude Purchaser being required to take, or agree to, any action with respect to a divestment sale, divestiture, license or other disposition of such businesses, assets, interests, product or product lines outside of the jurisdictions set forth in the Divestiture Remedy Main Company Markets Schedule in any other jurisdiction as required by clause (y)(ii), or (z) with respect to any other restriction, or remedial action, condition, commitment or undertaking of any kind, or Purchaser agreeing to any of the foregoing, with respect to the Business or the Acquired Group, take any action (i) in the jurisdictions listed in Section 6.01(b)(ii) of the Disclosure Schedules (the “Conduct Remedy Main Company Markets Schedule”), or (ii) in any jurisdiction other than those set out in the Conduct Remedy Main Company Market Schedule if, in the case of this clause (z)(ii), such action would reasonably be expected to result in a material adverse effect on the business, results of operations or financial condition of the Acquired Group and the Business, taken as a whole; provided, that, notwithstanding the foregoing with respect to clause (z)(i), Purchaser taking any action, or agreeing to take any action, with respect to any restriction, remedial action, condition, commitment or undertaking of any kind in a jurisdiction set out in the Conduct Remedy Main Company Market Schedule will not exclude Purchaser being required to take any action, or agree to take any action, as required by clause (z)(ii). (iii) Seller shall have any communication with any Purchaser Designee relating to any Filings and Authorizations under applicable Law that may be required in connection with the transactions, provided, that ABG Purchaser is party to any such material communication between Seller and such Purchaser Designee, including being provided with prior notice of any material meeting, telephone call or discussion between Seller and such Purchaser Designee. (iv) Each Purchaser shall not, and shall cause each of its Affiliates (subject to comply the proviso at the end of this sentence) not to (A) acquire, invest in, or otherwise obtain any interest in or agree to acquire, invest in or otherwise obtain any interest in, by merging or consolidating with, or by purchasing any assets of or equity in, or by any other manner, any Person or portion thereof in the same line of business as the Acquired Group or the Business, or (B) enter into, or agree to enter into, any license, Contract, agreement or other outsourcing arrangement with its obligations under this Agreement any Person in connection with the Business products, services or lines of business, if the entering into any Ancillary Agreementsuch agreement, or agreeing to enter into any such agreement, relating to any such action contemplated by (A) or (B), would reasonably be expected to (x) impose any material delay in the obtaining of, or increase the risk of not obtaining, any Authorizations necessary to consummate the Acquisition or the other Transactions, (y) materially increase the risk of any Governmental Entity making or entering a temporary, preliminary or permanent Injunction, order, decision, judgment or otherwise prohibiting the consummation of the Acquisition or the other Transactions, or (z) otherwise cause material delay to consummation of the Acquisition or the other Transactions; provided, however, that neither party for purposes of this clause (iv), Purchaser’s “Affiliates” shall be required by this Section 8.15 to violate specifically exclude any Law or waive any attorney-client or direct and indirect equity holders of ABG Topco and their respective Affiliates (other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequencethan ABG Topco and its Subsidiaries). (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying The parties hereto promptly will complete all documents required to be filed with the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself Federal Trade Commission and the members Department of its Group, Justice in order to provide, or cause to be provided, to each other permit stockholders who will acquire Surviving Corporation Common Stock with a value in excess of $15 million as soon as reasonably practicable after written request therefor, any Information relating to a result of the Antitrust Matters, in Mergers and who do not have exemption from the possession or under the control of such party that the requesting party reasonably needs: (i) HSR Act therefor to comply with reportingthe HSR Act and, disclosuretogether with the Persons who are required to join in such filings, filing or other requirements imposed on will file the requesting party (including under applicable securities laws) same with the appropriate Governmental Entities. The parties hereto promptly will furnish all materials thereafter required by a any of the Governmental Authority Entities having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall filings and will take all reasonable measures actions and file and use all reasonable efforts to permit the compliance have declared effective or approved all documents and notifications with such obligations in a manner that avoids any such harm or consequenceGovernmental Entities, as may be required under the HSR Act for the consummation of the Mergers. (b) Notwithstanding The parties hereto will use their reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory laws, rules or -55- regulations of any domestic or foreign Governmental Entity ("Antitrust Laws"). If any suit is threatened or instituted challenging the Mergers as violating any Antitrust Law, the parties hereto will take such action as may be reasonably required (i) by the applicable Governmental Entity in order to resolve such objections as such Governmental Entity may have to such transaction under such Antitrust Law or (ii) by any domestic or foreign court or similar tribunal, in any suit brought by a private party or governmental authority challenging the Merger as violating any Antitrust Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of the Merger. Nothing in this Section 8.48.11 shall require any of Epitope and its Subsidiaries or STC to sell, each party hereby undertakeshold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of Epitope, STC or any Epitope Subsidiary or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on behalf of itself the Closing or would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken together, after giving effect to the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust MattersMergers. (c) Each party agreespromptly will inform the others of any material communication from the Federal Trade Commission, on behalf the Department of itself and the members of its Group, to use reasonable best efforts to (i) make available Justice or any other domestic or foreign Governmental Entity regarding any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested transactions contemplated by the other party, the DOJ this Agreement. If any party or other Governmental Authority; and (ii) recommend orally and in writing that any and all Affiliate thereof receives a request for additional information or documentary material from any such persons cooperate fully (including by appearing for interviews with Governmental Authorities government or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority authority with respect to the Antitrust Matters. (d) transactions contemplated by this Agreement, such party will endeavor in good faith to make, as soon as reasonably practicable and after consultation with the other parties, an appropriate response to such request. Each party agrees to hereto promptly inform and disclose to will advise the other parties hereto in respect of any understandings, undertakings or agreements which the advising party any developmentsproposes to make or enter into with the Federal Trade Commission, communications or negotiations between such party the Department of Justice or any member of its Group, on other domestic or foreign Governmental Entity in connection with the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited transactions contemplated by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Mattersthis Agreement.

Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence Buyer shall include: (a) Without limiting or qualifying file at the parties’ rights earliest practicable date and obligations no later than thirty (30) days from the date hereof a Premerger Notification and Report Form as required under the HSR Act, or, in Section 8.4 or Section 3.4the case of an amendment to the premerger notification rules at 16 C.F.R. part 800 after signing, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable, (b) promptly submit all additional reports, filings and other documents required or requested of it or its Affiliates by the FTC, the Justice Department, the North Carolina Department of Justice, or any other Government Entity in connection with the transactions contemplated by this Agreement under the Antitrust Laws (c) comply at the earliest practicable after written date with any request thereforreceived by Buyer or any of its Affiliates from the FTC, the Justice Department or any Information relating such other Government Entity under any applicable Antitrust Laws for additional information concerning the transactions contemplated by this Agreement, (d) 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 MattersLaws, in (e) promptly inform Seller of any material communication made to or received by Buyer or any of its Affiliates from the possession FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (f) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the control of such party that Antitrust Laws from the requesting party reasonably needs: (i) to comply with reportingFTC, disclosure, filing or the Justice Department and any other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or Government Entity in order to satisfy auditavoid or terminate any action or proceeding by any of them with respect to, accountingand to permit the consummation of in the most expeditious manner practicable, claimsthe transactions contemplated by this Agreement, regulatory, litigation, subpoena and (g) promptly furnish to Seller such information concerning Buyer or other similar requirements, (iii) its Affiliates as Seller needs to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with perform its obligations under Section 5.5 of this Agreement. Buyer shall be responsible for paying any required filing fees under the HSR Act. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall Buyer or any Ancillary Agreement; provided, however, that neither party shall of its Affiliates be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available defend, contest or otherwise resist any administrative or judicial action or order, including any proceeding seeking a temporary restraining order or preliminary injunction, by any Government Entity or private party, challenging any of the transactions contemplated hereunder as violative of any Antitrust Law; or (ii) otherwise take or commit to take any actions that before or after the Closing would limit Buyer’s or any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority Affiliates’ freedom of action with respect to, or ability to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developmentsretain, communications one or negotiations between such party or any member more of its Groupor its Affiliates’ businesses, on product lines, licenses, operations, rights, assets or interests therein other than the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust MattersAssets.

Antitrust Matters. KBR Subject to the terms and Halliburton each agreeconditions set forth in this Agreement, on behalf of itself and without limiting the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out generality of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information undertakings pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege5.3, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself Contributors and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its GroupCompany, on the one hand, and any Governmental Authority or third partyInvestor, on the other hand, agree to take or cause to be taken the following actions: (i) Notwithstanding the foregoing Section 5.3(a), the Parties shall use their respective reasonable best efforts to make an appropriate response as promptly as practicable to all requests for reports or other documents required or requested by any relevant Governmental Entity pursuant to the HSR Act or any other Antitrust Law or otherwise including requests for additional information (including any second request) concerning such transactions, so that the waiting period specified in the HSR Act will expire or be terminated as soon as reasonably possible after the date hereof, but in no event later than the Outside Date. At the reasonable request of the Contributors, solely to the extent reasonably required to avoid the issuance of a request for additional information or documentary material pursuant to 18 U.S.C. § 18a(e)(1) and 16 C.F.R. § 803.20, Investor shall withdraw (or cause to be withdrawn) any relevant HSR filings and shall refile (or cause to be refiled) no later than two Business Days after the withdrawal to the extent such refilings or additional filings are necessary to avoid such request (the date of such refiling, an “HSR Refiling Event”). Neither Party may withdraw (or cause to be withdrawn) any relevant HSR filings without the other Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). (ii) The Parties will advise each other promptly of any material communication from any Governmental Entity, and each Party shall cause their respective counsel to furnish each other Party such necessary information and reasonable assistance as such other Party may reasonably request in connection with the Parties’ preparation of necessary filings or submissions under the provisions of the HSR Act. Each Party shall cause their counsel to provide prompt written notification to each other Party of the filings or submissions required under the HSR Act to any Governmental Entity and shall provide prompt notification to the other Party when it becomes aware that any consent or approval referred to in this Section 5.3(d) is obtained, taken, made, given or denied, as applicable. Each Party shall promptly inform each other Party, and if in writing, furnish each other Party with copies of (or, in the case of oral communications, provide a summary of) any substantive communication from any Governmental Entity, and permit each other Party to review and discuss in advance, and consider in good faith the views of each other Party in connection with, any proposed substantive written or oral communication, correspondence, or submission to a Governmental Entity. No Party shall participate in any meeting or substantive discussion with any Governmental Entity in respect of any such filings or related investigations or other inquiries unless, to the extent practicable, it consults with the other Parties in advance and, to the extent practicable and permitted by such Governmental Entity, gives the other Parties the opportunity to attend and participate in such meeting. EQM shall be solely responsible for the statutory filing fee associated with filings under the HSR Act. Each Party may, as each deems advisable and necessary, reasonably designate any competitively sensitive information provided to another Party under this Section 5.3(d)(ii) as “outside counsel only,” and may also redact materials provided pursuant to this Section 5.3(d)(ii) (A) to remove references concerning the valuation of the Company Group; (B) as necessary to comply with contractual obligations; and (C) as necessary to protect privileged attorney-client communications or attorney work product. (iii) Each of the Contributors and the Company, on the one hand, and Investor, on the other hand, shall use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any Antitrust Law and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to enable the Transactions to occur as promptly as practicable prior to the Outside Date. The Contributors and the Company shall and shall cause each of its Affiliates, and Investor shall and shall cause its Ultimate Parent Entity under the HSR Act and any Persons Controlled by such Ultimate Parent Entity, to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (A) prevent or materially delay receipt of any governmental approvals, (B) prevent, materially delay or materially impede the Closing, (C) extend any waiting period under the HSR Act or any other Antitrust Law with respect to Antitrust Mattersthe Transactions or (D) cause any Governmental Entity to object to such Transactions, except as prohibited including by law acquiring or lawful order agreeing to acquire any assets or businesses engaged in whole or in part in a line of a Governmental Authority. In additionbusiness similar to the Business. (iv) Notwithstanding the foregoing or anything to the contrary in this Agreement, upon either party’s reasonable requestin no event shall the Contributors, Investor or any of their respective Affiliates, be required to enter into any consent decree, or offer or consent to any of the attorneysfollowing measures: (A) the sale, accountantsassignment, consultants transfer, divestiture, holding separate or other advisors disposition any assets, business or portion of business of (1) Investor or its Affiliates, (2) any member of the Board Company Group or the Contributor Group, or (3) any of Directors the Transferred Assets or Excluded Assets, or (B) the imposition of any restriction, licensing, access or other requirements, or limitation on the operation of the business or portion of the business of (1) Investor or its Affiliates, (2) any member of the Company Group or the Contributor Group or (3) any of the Transferred Assets or Excluded Assets (and neither Investor nor the Contributors shall, with respect to the Transferred Assets, Excluded Assets or the Business, or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof member of the requesting party concerning Company Group, take any of the status foregoing actions without the prior written consent of or issues arising under or relating to the Antitrust Mattersother Parties).

Antitrust Matters. KBR (i) Subject to the terms and Halliburton each agreeconditions set forth in this Agreement, on behalf of itself and without limiting the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out generality of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts undertakings pursuant to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in this Section 8.4 or Section 3.45.5, each of Halliburton the Company and KBR agrees, on behalf of itself and the members of its Group, Parent agree to provide, take or cause to be provided, to each other taken the following actions: (A) as soon as reasonably practicable after written request thereforpracticable, and in any Information relating event no later than 10 Business Days following the date of this Agreement, to file the initial pre-merger notifications with respect to this Agreement and the Transactions, if required, under the HSR Act for each of Parent and the Company, in each such case, requesting early termination of the waiting period with respect to the Merger and the other Transactions, and to file as soon as practicable any other applicable notifications or other forms necessary and required to obtain any consents, clearances or approvals under or in connection with any other Antitrust Matters, Law; (B) to promptly provide to each Governmental Antitrust Entity non-privileged information and documents requested by any such Governmental Antitrust Entity in the possession or under the control connection with obtaining any such approval of such party Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow Merger and the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.Transactions; (bC) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any take, and to cause each of its current Subsidiaries to take, any and former directorsall actions as may be necessary to obtain any consents, officersclearances or approvals required under or in connection with any Antitrust Law, employeesenable all waiting periods under any Antitrust Law to expire and avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, agentsin each case, distributors, attorneys to enable the Merger and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other partyTransactions to occur prior to the Termination Date, the DOJ including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; and (D) to refrain from entering into any agreement, arrangement or other understanding to acquire any assets, rights or properties that would prevent or materially delay receipt of any Company Required Governmental Authority; and Approvals or Parent Required Governmental Approvals or prevent or materially impede the Closing. (ii) recommend orally In furtherance and not in writing limitation of the undertakings pursuant to this Section 5.5, if any objections are asserted with respect to the Transactions under any Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Law or which would reasonably be expected to result in any of the conditions to the Merger set forth in Article VI not being satisfied or that would reasonably be expected to prevent or materially impede the consummation of the Merger or the other Transactions, each of Parent and the Company and their respective Affiliates shall use their respective reasonable best efforts to contest, resist and resolve any such objections or Actions, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Transactions so as to permit consummation of the Transactions. (iii) Notwithstanding the foregoing, Parent shall take, and cause its Affiliates to take, any and all such persons cooperate fully actions as may be necessary to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law, and to enable all waiting periods under any Antitrust Law to expire, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to consummate the Merger or the other Transactions, including (A) promptly complying with or modifying any requests for additional information (including any second request) by appearing for interviews with any Governmental Authorities Entity; (B) if necessary to obtain clearance by any Governmental Entity, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or testimony, including sworn testimony before a grand jury) with any investigation conducted by a partyotherwise, the DOJ sale, divestiture, license or other Governmental Authority disposition of any and all of the capital stock, assets, rights, properties, products, leases, businesses or other operations or interests therein of the Company or Parent or either’s respective Subsidiaries or Affiliates; and (C) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party to consummate the Merger or the other Transactions and taking any and all other actions to prevent the entry, enactment or promulgation thereof. (iv) Parent and the Company will not withdraw and refile their respective initial filings under the HSR Act or any other Antitrust Law unless each other party has consented in advance to such withdrawal and refiling. Nothing in this Agreement shall require the Company or its Affiliates, or Parent, Merger Sub and their respective Affiliates, to take or agree to take any action with respect to its business or operations unless the Antitrust Matterseffectiveness of such agreement or action is conditioned upon the Closing. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.

Antitrust Matters. KBR (i) Subject to the terms and Halliburton conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 6.5, each agreeof the Company, on behalf the Controlling Shareholder, and Merger Sub agrees to promptly provide to each and every Governmental Antitrust Entity non-privileged information and documents (i) requested by any Governmental Antitrust Entity or (ii) that are necessary, proper or advisable to permit consummation of itself and the members of its Group, to at all times during the term of transactions contemplated by this Agreement in accordance with Section 7.1(b), and use its reasonable best efforts to assist take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 6.5(d) to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under all applicable antitrust Laws as soon as practicable. (ii) In furtherance and not in limitation of the covenants of the parties contained herein, if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other party’s full cooperation with applicable Governmental Entity or any Governmental Authority in its investigation private party challenging any of Antitrust Matters and such other party’s investigation, defense and/or settlement the transactions contemplated hereby as violative of any claim by any Governmental Authority relating to Law or arising out which would otherwise prevent, materially impede or materially delay the consummation of the Antitrust Matters. Without limiting transactions contemplated hereby, each of the foregoingControlling Shareholder, a party’s Merger Sub and the Company shall use its reasonable best efforts to assist with resolve any such objections or suits so as to permit consummation of the other party’s full cooperation transactions contemplated by this Agreement, including selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or permitting the preceding sentence shall include: (a) Without limiting sale, holding separate or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4other disposition of, each of Halliburton and KBR agrees, on behalf of itself and the members any of its Groupassets or the assets of its Subsidiaries or the conducting of its business in a manner which would resolve such objections or suits so long as such actions, to provide, individually or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party aggregate, do not have, and would not be reasonably needs: (i) likely to comply with reportinghave, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary AgreementMaterial Adverse Effect; provided, however, that neither party shall be required by this Section 8.15 to violate the Company may expressly condition any Law or waive any attorney-client such sale, holding separate or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one handdisposal, and any Governmental Authority agreement to take any such action or third partyto conduct its business in any manner, on upon the consummation of the Merger and the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matterstransactions contemplated hereby.