Common use of Antitrust Notification and Other Regulatory Filings Clause in Contracts

Antitrust Notification and Other Regulatory Filings. (a) Each of Seller and Purchaser shall (i) file or cause to be filed as promptly as practicable (and, with respect to initial filings under U.S. Review Laws, no later than 15 Business Days following the execution and delivery of this Agreement) with the United States Federal Trade Commission (the “FTC”), the United States Department of Justice (the “DOJ”) and any other applicable Governmental Entities all notifications, reports, forms, applications and other filings that may be required or advisable, in the reasonable opinion of Purchaser, for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act or any other Review Law and (ii) include in each such notification, report, form, application or filing a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Laws. Any such notification, report, form, application or filing and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other Review Laws. Each of Seller and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary or advisable under the HSR Act and other Review Laws. Each of Seller and Purchaser shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable. Each party shall use reasonable best efforts to obtain clearance required or advisable under the HSR Act and other Review Laws for the consummation of the Transactions as promptly as practicable. (b) Seller and Purchaser shall use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Review Law as soon as practicable. Seller and Purchaser agree not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions to be consummated on the Closing Date, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Seller and Purchaser agree not to have any substantive contact with any Governmental Entity in respect of any filing or proceeding contemplated by this Section 6.04 unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to participate. If any Antitrust Proceeding is instituted (or threatened to be instituted) challenging any of the Transactions under any Review Law, Seller and Purchaser shall use their reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser shall further use their reasonable best efforts to contest such Antitrust Proceeding until each such Antitrust Proceeding is resolved pursuant to a settlement or a final nonappealable court order. (c) Nothing in this Section 6.04 shall require any of the parties or any of their respective affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on (i) the Business, (ii) the other businesses of Purchaser, taken as a whole, assuming for purposes of this clause (ii) of Section 6.04(c) that the other businesses of Purchaser, taken as a whole, are the same size as the Business or (iii) the Business and the other businesses of Purchaser, collectively taken as a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Business; provided, however, that in no event shall Seller or any of its affiliates be required to take any actions under this Section 6.04(c) with respect to the Seller Business. (d) Purchaser and Seller agree that Seller’s rights to (i) terminate this Agreement pursuant to Section 8.01(b) and (ii) receive the payment specified in Section 6.10 upon a termination pursuant to Section 8.01(b), do not, in any manner, reduce, lessen, alter, modify, or otherwise change Purchaser’s obligations under this Section 6.04 to use its reasonable best efforts, prior to a termination of this Agreement by Seller or Purchaser pursuant to Section 8.01(b) and the receipt by Seller of the payment specified in Section 6.10 upon such termination, to obtain the clearance required under the HSR Act and other Review Laws for the consummation of the Transactions.

Antitrust Notification and Other Regulatory Filings. (a) Each of Seller and Purchaser shall (i) file or cause to be filed as As promptly as practicable (and, with respect to initial filings under U.S. Review Laws, no later than 15 Business Days following after the execution and delivery date of this Agreement) Agreement and without undue delay, each of Buyer and Seller shall make all required filings with the United States Federal Trade Commission (the “FTC”), ) and the United States Department of Justice (the “DOJ”) and any other applicable Governmental Entities all notifications, reports, forms, applications and other filings that may be required or advisable, in with respect to the reasonable opinion of Purchaser, for the Transactions and any supplemental information requested in connection therewith transactions contemplated hereby pursuant to the HSR Act or any other Review Law and (ii) include in each such notification, report, form, application or filing a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Laws. Any such notification, report, form, application or filing and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other Review LawsAct. Each of Buyer and Seller and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of such filing and any supplemental filing or submission that which is necessary or advisable under the HSR Act Act. Buyer and other Review Laws. Each of Seller and Purchaser shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, FTC and the DOJ and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable. Each party of Seller and Buyer shall take any action required to be taken by such party, and shall use its reasonable best efforts to obtain clearance required or advisable under the HSR Act and other Review Laws for the consummation of the Transactions as promptly as practicable. (b) Seller and Purchaser shall use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Review Law as soon as practicable. Seller and Purchaser agree not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions to be consummated on the Closing Date, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Seller and Purchaser agree not to have any substantive contact with any Governmental Entity in respect of any filing or proceeding contemplated by this Section 6.04 unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to participate. If any Antitrust Proceeding is instituted (or threatened to be instituted) challenging any of the Transactions under any Review Law, Seller and Purchaser shall use their reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser shall further use their reasonable best efforts to contest such Antitrust Proceeding until each such Antitrust Proceeding is resolved pursuant to a settlement or a final nonappealable court order. (c) Nothing in this Section 6.04 shall require any of the parties or any of their respective affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on (i) the Business, (ii) the other businesses of Purchaser, taken as a whole, assuming for purposes of this clause (ii) of Section 6.04(c) that the other businesses of Purchaser, taken as a whole, are the same size as the Business or (iii) the Business and the other businesses of Purchaser, collectively taken as a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Business; provided, however, that in no event shall Seller or any of its affiliates be required to take any actions under this Section 6.04(c) with respect to the Seller Business. (d) Purchaser and Seller agree that Seller’s rights to (i) terminate this Agreement pursuant to Section 8.01(b) and (ii) receive the payment specified in Section 6.10 upon a termination pursuant to Section 8.01(b), do not, in any manner, reduce, lessen, alter, modify, or otherwise change Purchaser’s obligations under this Section 6.04 to use its reasonable best efforts, prior to a termination of this Agreement by Seller or Purchaser pursuant to Section 8.01(b) and the receipt by Seller of the payment specified in Section 6.10 upon such termination, to obtain the clearance required under the HSR Act for the transactions contemplated by this Agreement and the other Review Transaction Documents, provided, that, Buyer shall not be required to agree and Seller shall not agree without Buyer’s consent to waive any rights or to accept any limitation on its operations or to dispose of any assets in connection with obtaining any such consent or authorization. (b) As promptly as practicable, Buyer shall, with the active participation and consultation of Seller, make all required filings with the European Commission and European Union or European Economic Area member states with respect to the transactions contemplated hereby pursuant to the EC Merger Regulation and the Competition Laws. Seller shall furnish to Buyer such information and assistance as Buyer may request in connection with the preparation of its filing and any supplemental filing or submission which is necessary under the EC Merger Regulation or the Competition Laws. Buyer shall keep Seller apprised of the status of any communications with, and any inquiries or requests for additional information from, the European Commission and European Union or European Economic Area member states and shall comply with any such inquiry or request as promptly as practicable, with the active participation and consultation of Seller. Buyer shall use its reasonable best efforts to obtain any clearance required under the EC Merger Regulation and the Competition Laws for the consummation transactions contemplated hereby and shall be responsible for all financial consequences associated with actions necessary to obtain such clearance. (c) As promptly as practicable, Buyer shall, with the active participation and consultation of Seller, make all required filings with the Commissioner of Competition appointed under the Competition Act (Canada) (the “Commissioner”) with respect to the transactions contemplated hereby pursuant to the Competition Act (Canada) (the “Competition Act”). Seller shall furnish to Buyer such information and assistance as Buyer may request in connection with the preparation of its filing and any supplemental filing or submission which is necessary under the Competition Act. Buyer shall keep Seller apprised of the Transactionsstatus of any communications with, and any inquiries or requests for additional information from the Commissioner and shall comply with any such inquiry or request as promptly as practicable, with the active participation and consultation of Seller. Buyer shall use its reasonable best efforts to obtain any clearance required under the Competition Act for the transactions contemplated hereby, provided, that, Buyer shall not be required to agree and Seller shall not agree without Buyer’s consent to waive any rights or accept any limitation on its operations or to dispose of any assets in connection with obtaining any such consent or authorization.

Antitrust Notification and Other Regulatory Filings. (a) Each of Seller and Purchaser shall (i) file or cause to be filed as As promptly as practicable (and, with respect to initial filings under U.S. Review Laws, no later than 15 Business Days following after the execution and delivery date of this Agreement) , each of the Acquired Entities, Parent and Purchaser will make all required filings with the United States Federal Trade Commission (the “FTC”), ) and the United States Department of Justice (the “DOJ”) and any other applicable Governmental Entities all notifications, reports, forms, applications and other filings that may be required or advisable, in with respect to the reasonable opinion of Purchaser, for the Transactions and any supplemental information requested in connection therewith transactions contemplated hereby pursuant to the HSR Act or any other Review Law and (ii) include in each such notification, report, form, application or filing a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Laws. Any such notification, report, form, application or filing and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other Review LawsAct. Each of Seller the Acquired Entities, Parent and Purchaser shall will furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of such filing and any supplemental filing or submission that which is necessary or advisable under the HSR Act and other Review LawsAct. Each of Seller The Acquired Entities, Parent and Purchaser shall will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, FTC and the DOJ and any other applicable Governmental Entity and shall will comply with any such inquiry or request as promptly as practicable. Each party shall of the Acquired Entities, Parent and Purchaser will take any action required to be taken by such party, and will use its reasonable best efforts to obtain clearance required or advisable under the HSR Act and other Review Laws for the consummation of the Transactions as promptly as practicable. (b) Seller and Purchaser shall use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Review Law as soon as practicable. Seller and Purchaser agree not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions to be consummated on the Closing Date, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Seller and Purchaser agree not to have any substantive contact with any Governmental Entity in respect of any filing or proceeding contemplated by this Section 6.04 unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to participate. If any Antitrust Proceeding is instituted (or threatened to be instituted) challenging any of the Transactions under any Review Law, Seller and Purchaser shall use their reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser shall further use their reasonable best efforts to contest such Antitrust Proceeding until each such Antitrust Proceeding is resolved pursuant to a settlement or a final nonappealable court order. (c) Nothing in this Section 6.04 shall require any of the parties or any of their respective affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on (i) the Business, (ii) the other businesses of Purchaser, taken as a whole, assuming for purposes of this clause (ii) of Section 6.04(c) that the other businesses of Purchaser, taken as a whole, are the same size as the Business or (iii) the Business and the other businesses of Purchaser, collectively taken as a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Business; provided, however, that in no event shall Seller or any of its affiliates be required to take any actions under this Section 6.04(c) with respect to the Seller Business. (d) Purchaser and Seller agree that Seller’s rights to (i) terminate this Agreement pursuant to Section 8.01(b) and (ii) receive the payment specified in Section 6.10 upon a termination pursuant to Section 8.01(b), do not, in any manner, reduce, lessen, alter, modify, or otherwise change Purchaser’s obligations under this Section 6.04 to use its reasonable best efforts, prior to a termination of this Agreement by Seller or Purchaser pursuant to Section 8.01(b) and the receipt by Seller of the payment specified in Section 6.10 upon such termination, to obtain the clearance required under the HSR Act and other Review Laws for or to resolve any objections to the consummation of the Transactionstransactions contemplated by this Agreement and the other Ancillary Agreements that may be asserted by any Governmental Authority, including to cause to be lifted any restraint, injunction or other legal impediment until such time as such restraint, injunction or other legal impediment has become final and nonappealable, in each case as promptly as practicable, provided that neither Parent nor Purchaser will be required to agree, and the Acquired Entities and Subsidiaries will not agree without Purchaser’s consent, to waive any rights to or accept any limitation on its operations that would reasonably be expected to have an adverse effect on the Business or the business, assets, results of operations or financial condition of Parent or to dispose of any assets in connection with obtaining any such consent or authorization.

Antitrust Notification and Other Regulatory Filings. (a) Each of Seller and Purchaser shall (i) file or cause to be filed as As promptly as practicable (and, with respect to initial filings under U.S. Review Laws, no later than 15 Business Days following after the execution and delivery date of this Agreement) , each of Xxxxxx and the Purchaser shall make all required filings with the United States Federal Trade Commission (the “FTC”), ) and the United States Department of Justice (the “DOJ”) and any other applicable Governmental Entities all notifications, reports, forms, applications and other filings that may be required or advisable, in with respect to the reasonable opinion of Purchaser, for the Transactions and any supplemental information requested in connection therewith transactions contemplated hereby pursuant to the HSR Act or any other Review Law and (ii) include in each such notification, report, form, application or filing a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Laws. Any such notification, report, form, application or filing and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other Review LawsAct. Each of Seller Xxxxxx and the Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of such filing and any supplemental filing or submission that which is necessary or advisable under the HSR Act Act. Xxxxxx and other Review Laws. Each of Seller and the Purchaser shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, FTC and the DOJ and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable. Each party Xxxxxx and the Purchaser shall take any action required to be taken by such party, and shall use its reasonable best efforts to obtain clearance required or advisable under the HSR Act and other Review Laws for the consummation of the Transactions as promptly as practicable. (b) Seller and Purchaser shall use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Review Law as soon as practicable. Seller and Purchaser agree not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions to be consummated on the Closing Date, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Seller and Purchaser agree not to have any substantive contact with any Governmental Entity in respect of any filing or proceeding contemplated by this Section 6.04 unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to participate. If any Antitrust Proceeding is instituted (or threatened to be instituted) challenging any of the Transactions under any Review Law, Seller and Purchaser shall use their reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser shall further use their reasonable best efforts to contest such Antitrust Proceeding until each such Antitrust Proceeding is resolved pursuant to a settlement or a final nonappealable court order. (c) Nothing in this Section 6.04 shall require any of the parties or any of their respective affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on (i) the Business, (ii) the other businesses of Purchaser, taken as a whole, assuming for purposes of this clause (ii) of Section 6.04(c) that the other businesses of Purchaser, taken as a whole, are the same size as the Business or (iii) the Business and the other businesses of Purchaser, collectively taken as a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Business; provided, however, that in no event shall Seller or any of its affiliates be required to take any actions under this Section 6.04(c) with respect to the Seller Business. (d) Purchaser and Seller agree that Seller’s rights to (i) terminate this Agreement pursuant to Section 8.01(b) and (ii) receive the payment specified in Section 6.10 upon a termination pursuant to Section 8.01(b), do not, in any manner, reduce, lessen, alter, modify, or otherwise change Purchaser’s obligations under this Section 6.04 to use its reasonable best efforts, prior to a termination of this Agreement by Seller or Purchaser pursuant to Section 8.01(b) and the receipt by Seller of the payment specified in Section 6.10 upon such termination, to obtain the clearance required under the HSR Act and other Review Laws for the consummation transactions contemplated by this Agreement and the other Ancillary Agreements, provided, that (i) Purchaser shall not be required to agree to waive any rights or accept any limitation on its operations or to dispose of any assets including the assets of the TransactionsAcquired Company in connection with obtaining any such consent, (ii) Xxxxxx shall not be required to agree to waive any rights or accept any limitation on the operations of any business or entity other than the Acquired Company, or to dispose of any assets in connection with obtaining any such consent, and (iii) with respect to matters involving the Acquired Company, Xxxxxx shall not agree without Purchaser’s written consent to waive any rights or accept any limitation on the operations of the Acquired Company or to dispose of any assets in connection with obtaining any such consent or authorization.

Antitrust Notification and Other Regulatory Filings. (a) Each of Seller and Purchaser shall (i) file or cause to be filed as promptly as practicable (and, with respect to initial filings under U.S. Review Laws, no later than 15 Business Days following the execution and delivery of this Agreement) with the United States Federal Trade Commission (the “FTC”), the United States Department of Justice (the “DOJ”) ), the STB and any other applicable Governmental Entities all notifications, reports, forms, applications and other filings that may be required or advisable, in the reasonable opinion of Seller or Purchaser, for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act or any other Review Law (each, an “Approval Request”) and (ii) include in each such notification, report, form, application or filing Approval Request a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Laws. Any such notification, report, form, application or filing Approval Request and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other applicable Review Laws. Each of Seller and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary or advisable under the HSR Act and other Review Laws. Each of Seller and Purchaser shall keep each other Seller apprised of the status of of, and provide Seller with copies of, any filings or communications with, and any inquiries or requests for additional information from, the FTC, the DOJ DOJ, the STB and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable. Each party shall use reasonable best efforts to obtain clearance required or advisable under the HSR Act Filing fees and all other Review Laws for the consummation of the Transactions as promptly as practicable. (b) Seller fees and Purchaser shall use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Review Law as soon as practicable. Seller and Purchaser agree not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions to be consummated on the Closing Date, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Seller and Purchaser agree not to have any substantive contact with any Governmental Entity in respect of any filing or proceeding contemplated by this Section 6.04 unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to participate. If any Antitrust Proceeding is instituted (or threatened to be instituted) challenging any of the Transactions under any Review Law, Seller and Purchaser shall use their reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser shall further use their reasonable best efforts to contest such Antitrust Proceeding until each such Antitrust Proceeding is resolved pursuant to a settlement or a final nonappealable court order. (c) Nothing in this Section 6.04 shall require any of the parties or any of their respective affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on (i) the Business, (ii) the other businesses of Purchaser, taken as a whole, assuming for purposes of this clause (ii) of Section 6.04(c) that the other businesses of Purchaser, taken as a whole, are the same size as the Business or (iii) the Business and the other businesses of Purchaser, collectively taken as a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Business; provided, however, that in no event shall Seller or any of its affiliates be required to take any actions under this Section 6.04(c) with respect to the Seller Business. (d) Purchaser and Seller agree that Seller’s rights to (i) terminate this Agreement pursuant to Section 8.01(b) and (ii) receive the payment specified in Section 6.10 upon a termination pursuant to Section 8.01(b), do not, in any manner, reduce, lessen, alter, modify, or otherwise change Purchaser’s obligations under this Section 6.04 to use its reasonable best efforts, prior to a termination of this Agreement by Seller or Purchaser pursuant to Section 8.01(b) and the receipt by Seller of the payment specified in Section 6.10 upon such termination, to obtain the clearance expenses required under the HSR Act and other Review Laws for the consummation of the Transactionsshall be borne solely by Purchaser.

Antitrust Notification and Other Regulatory Filings. (a) Each of Purchaser and Seller and Purchaser shall (i) file or cause to be filed shall, as promptly as practicable (andreasonably practicable, file with respect all applicable U.S. and foreign Governmental Entities any notices and applications necessary to initial filings under U.S. Review Lawsobtain merger control or competition Law approval for the Acquisition; provided that Seller shall have the right to review and provide comments on any such notices and applications prior to their filing, consistent with applicable Law. Without limiting the foregoing, Purchaser and Seller shall, as promptly as reasonably practicable, but in no event later than 15 Business Days following fifteen (15) business days after the execution and delivery date of this Agreement) , file with the United States Federal Trade Commission (the “FTC”), ) and the United States Department of Justice (the “DOJ”) the notification and any other applicable Governmental Entities all notificationsreport form, reportsif any, forms, applications and other filings that may be required or advisable, in the reasonable opinion of Purchaser, for the Transactions and any supplemental information requested in connection therewith pursuant to under the HSR Act or any other Review Law and (ii) include in each such notification, report, form, application or filing a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Lawstransactions contemplated by this Agreement. Any such notificationnotices and applications, report, including such HSR Act notification and report form, application or filing and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other Review Lawsor the applicable foreign merger control or competition Law. Each of Seller and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that which is necessary or advisable under the HSR Act and other Review Lawsor any such foreign merger control or competition Law. Each of Seller and Purchaser shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable, but in no event later than five (5) business days after receipt of such inquiry or request. Each party Any such additional information shall use reasonable best efforts be in substantial compliance with the requirements of the HSR Act or the applicable foreign merger control or competition Law. Purchaser agrees not to obtain clearance required or advisable extend directly any waiting period under the HSR Act and other Review Laws for the consummation of the Transactions as promptly as practicable. (b) Seller and Purchaser shall use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Review foreign merger control or competition Law as soon as practicable. Seller and Purchaser agree not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions to be consummated on the Closing Datetransactions contemplated by this Agreement, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed)Seller. Each of Seller and Purchaser agree not shall use its best efforts to have obtain any substantive contact with clearance required under the HSR Act and any Governmental Entity in respect such foreign merger control or competition Law for the consummation of the Acquisition. (b) Without limiting the generality of Purchaser’s obligations pursuant to Section 8.05(a), if any filing administrative or judicial action or proceeding contemplated by this Section 6.04 unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to participate. If any Antitrust Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any competition or antitrust Law, or if any Law or Injunction is enacted, entered, promulgated or enforced by a Governmental Entity that would make the transactions contemplated by this Agreement illegal or would otherwise prohibit or materially impair or delay the consummation of the Transactions under any Review Lawtransactions contemplated by this Agreement, Seller and Purchaser shall use their reasonable its best efforts to resolve (resolve, contest or resist any such action or proceeding and to avoid have vacated, lifted, reversed or overturned any Injunction, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the institution transactions contemplated by this Agreement and to have such Law or Injunction repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement, including (i) selling, holding separate or otherwise disposing of) any such Antitrust Proceeding. If, notwithstanding such reasonable best effortsor proposing and agreeing to sell, hold separate or otherwise dispose of, or permitting the sale, holding separate or other disposition of, any such Antitrust Proceeding is institutedassets of Purchaser or its subsidiaries, or after the Closing, the Business and (ii) conducting its business in a specified manner, or proposing and agreeing or permitting to conduct its business in a specified manner. Solely with respect to the Business, the Acquired Assets and the Transferred Entities, Seller and will cooperate with Purchaser shall further use their reasonable best efforts in all respects in Purchaser’s implementation of any of the measures described in the preceding sentence that is undertaken in order to contest such Antitrust Proceeding until each such Antitrust Proceeding is resolved pursuant to a settlement or a final nonappealable court orderpermit consummation of the transactions contemplated by this Agreement. (c) Nothing If any approval or clearance required under an applicable merger control or competition law in this Section 6.04 China is not obtained prior to the Closing, the Closing shall require nonetheless take place and, thereafter, Seller and the Selling Affiliates, on the one hand, and Purchaser, on the other hand, shall cooperate in any of lawful and reasonable arrangement reasonably proposed by Purchaser (not including the parties or any of their respective affiliates to dispose payment of any of its assets or to limit its freedom of action consideration) under which Purchaser shall obtain the economic claims, rights and benefits under, and shall bear all the costs, liabilities and burdens with respect to any of its businessesto, or to consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on (i) the Business, (ii) the other businesses of Purchaser, taken as a whole, assuming for purposes of this clause (ii) of Section 6.04(c) that the other businesses of Purchaser, taken as a whole, are the same size as the Business conducted in China (which shall not be transferred to Purchaser at Closing and shall be held separate by Seller until such approval is obtained at which time it shall be transferred to Purchaser); provided that Purchaser shall pay or (iii) satisfy all the Business costs, expenses, obligations and the other businesses of Purchaser, collectively taken as a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Business; provided, however, that in no event shall Seller or any of its affiliates be required to take any actions under this Section 6.04(c) with respect to the Seller Business. (d) Purchaser and Seller agree that Seller’s rights to (i) terminate this Agreement pursuant to Section 8.01(b) and (ii) receive the payment specified in Section 6.10 upon a termination pursuant to Section 8.01(b), do not, in any manner, reduce, lessen, alter, modify, or otherwise change Purchaser’s obligations under this Section 6.04 to use its reasonable best efforts, prior to a termination of this Agreement liabilities incurred by Seller or Purchaser pursuant to Section 8.01(b) the Selling Affiliates in connection with any such alternative arrangements (other than legal fees incurred by Seller and the receipt Selling Affiliates in connection with documenting and negotiating such arrangement, which shall be borne by Seller of the payment specified in Section 6.10 upon such termination, to obtain the clearance required under the HSR Act and other Review Laws for the consummation of the TransactionsSeller).

Antitrust Notification and Other Regulatory Filings. (a) Each of Seller and Purchaser shall (i) file or cause to be filed as promptly as practicable (andpracticable, with respect to initial filings under U.S. Review Laws, but in no event later than 15 Business Days 20 days following the execution and delivery of this Agreement) , with the United States Federal Trade Commission (the “FTC”), ) and the United States Department of Justice (the “DOJ”) all notification and any other applicable Governmental Entities all notifications, reports, forms, applications and other filings report forms that may be required or advisable, in the reasonable opinion of Purchaser, for the Transactions transactions contemplated by this Agreement and the Ancillary Agreements and any supplemental information requested in connection therewith pursuant to the HSR Act or Act, (ii) make such other filings as promptly as practicable, but in no event later than 15 days following the execution and delivery of this Agreement, as are necessary under the Antitrust Laws (as defined in Section 13.05(b)) and shall promptly provide any other Review Law supplemental information requested by applicable Governmental Entities relating thereto, and (iiiii) include in each such notificationfiling, report, form, application or filing notification and report form referred to in the immediately preceding clauses (i) and (ii) a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Laws. Any such notificationfiling, report, form, application or filing notification and report form and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other Review Antitrust Laws. Each of Seller and Purchaser shall furnish to the other copies of any notification and report forms it shall file and such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary or advisable under the HSR Act and other Review Antitrust Laws. Each of Seller and Purchaser shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable. Each party shall use reasonable its best efforts to obtain clearance required or advisable under the HSR Act and other Review Antitrust Laws for the consummation of the Transactions transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable. (b) Seller and Purchaser shall use reasonable their best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Review Antitrust Law as soon as practicable. Seller and Purchaser agree shall not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions transactions contemplated by this Agreement and the Ancillary Agreements to be consummated on the Closing Date, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed)hereto. Seller and Purchaser agree shall not to have any substantive contact with any Governmental Entity in respect of any filing or proceeding contemplated by this Section 6.04 5.05 unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to participate. If any Antitrust Proceeding (as defined in Section 13.05(d)) is instituted (or threatened to be instituted) challenging any of the Transactions transactions contemplated by this Agreement and the Ancillary Agreements under any Review Antitrust Law, Seller and Purchaser shall use their reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding proceeding is instituted, Seller and Purchaser shall further use their reasonable best efforts to contest such Antitrust Proceeding until each such Antitrust Proceeding is resolved pursuant to a settlement or a final nonappealable court order. (c) Nothing in this Notwithstanding the foregoing provisions of Section 6.04 5.05, “best efforts” of Purchaser and Seller shall require not include selling, holding separate or otherwise disposing of, any of the parties Transferred Assets or any of their respective affiliates to dispose of any of its assets the Business or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of any assets or limits on its freedom business of action with respect to any of its businesses, or to commit or agree to any of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on (i) the Business, (ii) the other businesses of Purchaser, taken as a whole, assuming for purposes of this clause (ii) of Section 6.04(c) that the other businesses of Purchaser, taken as a whole, are the same size as the Business or (iii) the Business and the other businesses of Purchaser, collectively taken as a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Business; provided, however, that in no event shall Seller Purchaser or any of its subsidiaries or affiliates be required on or after the Closing, including agreeing with any Governmental Entity to take any actions under this Section 6.04(c) with respect to the Seller Businesssuch action. (d) Purchaser and Seller agree that Seller’s rights to (i) terminate this Agreement pursuant to Section 8.01(b) and (ii) receive the payment specified in Section 6.10 upon a termination pursuant to Section 8.01(b), do not, in any manner, reduce, lessen, alter, modify, or otherwise change Purchaser’s obligations under this Section 6.04 to use its reasonable best efforts, prior to a termination of this Agreement by Seller or Purchaser pursuant to Section 8.01(b) and the receipt by Seller of the payment specified in Section 6.10 upon such termination, to obtain the clearance required under the HSR Act and other Review Laws for the consummation of the Transactions.

Antitrust Notification and Other Regulatory Filings. (a) Each of Seller and Purchaser Buyer shall (i) file or cause to be filed as promptly as practicable (andpracticable, with respect to initial filings under U.S. Review Laws, but in no event later than 15 Business Days five business days following the execution and delivery of this Agreement) , file with the United States Federal Trade Commission (the “"FTC”), ") and the United States Department of Justice (the “"DOJ”") the notification and any other applicable Governmental Entities all notifications, reports, forms, applications and other filings that may be report form required or advisable, in the reasonable opinion of Purchaser, for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act or any other Review Law and (ii) include in each such notification, report, form, application or filing a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Laws. Any such notification, report, form, application or filing and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other Review Lawstransactions contemplated hereby. Each of Buyer and Seller and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may reasonably 52 request in connection with its preparation of any filing or submission that which is necessary or advisable under the HSR Act and other Review LawsAct. Each of Seller and Purchaser Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, FTC and the DOJ and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable, but in no event later than five business days after receipt of such inquiry or request. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. Each party of Seller and Buyer shall use reasonable its best efforts to obtain any clearance required or advisable under the HSR Act and other Review Laws for the consummation of the Transactions as promptly as practicableTransaction. (b) Seller and Purchaser Buyer shall make any required regulatory filings, and shall use reasonable their best efforts to cause obtain any required regulatory consents, authorizations, orders, approvals and declarations outside the expiration or termination United States, in each case as promptly as practicable after the execution and delivery of the applicable waiting periods this Agreement, including filings under the HSR Mexican Merger Regulation, the Canada Competition Act and any other Review Law as soon as practicable. the merger control acts in the United Kingdom and Germany and the Irish Mergers Act. (c) Seller and Purchaser agree not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions to be consummated on the Closing Date, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Seller and Purchaser agree not to have any substantive contact with any Governmental Entity in respect of any filing or proceeding contemplated by this Section 6.04 unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to participate. If any Antitrust Proceeding is instituted (or threatened to be instituted) challenging any of the Transactions under any Review Law, Seller and Purchaser shall use their reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser Buyer shall further use their reasonable best efforts to (i) if and to the extent Buyer so elects, contest such any Antitrust Proceeding until each such Antitrust Proceeding is either resolved pursuant to a settlement or a final nonappealable court order. (c) Nothing in this Section 6.04 shall require any of the parties or any of their respective affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Buyer has determined not to further contest such Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or in the aggregate, have not had Proceeding and would not reasonably be expected to have a material adverse effect on (i) the Business, (ii) once all such Antitrust Proceedings are so resolved or abandoned by Buyer, take such actions as may be necessary to resolve any objections as may be asserted by any Governmental Entity to obtain all necessary clearances and approvals under the other businesses U.S. Antitrust Laws. Subject to Buyer's obligations pursuant to Section 8.05(a) to keep Seller apprised of Purchaserthe status of the regulatory process, taken as a wholeBuyer shall control the regulatory process to obtain all such clearances and consents under the U.S. Antitrust Laws (including all Antitrust Proceedings), assuming for purposes of this clause (ii) of Section 6.04(c) that subject to Seller's right to participate therein. Seller shall not have independent substantive contacts with any Governmental Entities administering the other businesses of Purchaser, taken as a whole, are the same size as the Business or (iii) the Business and the other businesses of Purchaser, collectively taken as a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Business; provided, however, that in no event shall Seller or any of its affiliates be required to take any actions under this Section 6.04(c) U.S. Antitrust Laws with respect to the transactions contemplated hereby (unless Seller Businessis otherwise advised by its counsel that it is advisable for Seller to do so). (d) Purchaser Buyer and Seller agree that Seller’s rights 's right to (i) receive interest on the Purchase Price after the Six Month Anniversary pursuant to Section 1.01(a), (ii) terminate this Agreement pursuant to Section 8.01(b13.01(d) and (iiiii) receive the payment specified in Section 6.10 13.03 upon a termination pursuant to Section 8.01(b13.01(d), do not, in any manner, reduce, lessen, alter, modify, or otherwise change Purchaser’s Buyer's obligations under this Section 6.04 8.05 to use its reasonable best efforts, prior to a termination of this Agreement by Seller or Purchaser pursuant to Section 8.01(b) and the receipt by Seller of the payment specified in Section 6.10 upon such termination, efforts to obtain the any clearance required under the HSR Act and other Review Laws for the consummation of Transaction and any other required regulatory consents, authorizations, orders, approvals and declarations outside the TransactionsUnited States.

Antitrust Notification and Other Regulatory Filings. (a) Each of Seller and Purchaser Buyer shall (i) file or cause to be filed as promptly as practicable (andpracticable, with respect to initial filings under U.S. Review Laws, but in no event later than 15 Business Days five business days following the execution and delivery of this Agreement) , file with the United States Federal Trade Commission (the “"FTC”), ") and the United States Department of Justice (the “"DOJ”") the notification and any other applicable Governmental Entities all notifications, reports, forms, applications and other filings that may be report form required or advisable, in the reasonable opinion of Purchaser, for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act or any other Review Law and (ii) include in each such notification, report, form, application or filing a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Laws. Any such notification, report, form, application or filing and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other Review Lawstransactions contemplated hereby. Each of Buyer and Seller and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that which is necessary or advisable under the HSR Act and other Review LawsAct. Each of Seller and Purchaser Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, FTC and the DOJ and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable, but in no event later than five business days after receipt of such inquiry or request. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. Each party of Seller and Buyer shall use reasonable its best efforts to obtain any clearance required or advisable under the HSR Act and other Review Laws for the consummation of the Transactions as promptly as practicableTransaction. (b) Seller and Purchaser Buyer shall make any required regulatory filings, and shall use reasonable their best efforts to cause obtain any required regulatory consents, authorizations, orders, approvals and declarations outside the expiration or termination United States, in each case as promptly as practicable after the execution and delivery of the applicable waiting periods this Agreement, including filings under the HSR Mexican Merger Regulation, the Canada Competition Act and any other Review Law as soon as practicable. the merger control acts in the United Kingdom and Germany and the Irish Mergers Act. (c) Seller and Purchaser agree not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions to be consummated on the Closing Date, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Seller and Purchaser agree not to have any substantive contact with any Governmental Entity in respect of any filing or proceeding contemplated by this Section 6.04 unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to participate. If any Antitrust Proceeding is instituted (or threatened to be instituted) challenging any of the Transactions under any Review Law, Seller and Purchaser shall use their reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser Buyer shall further use their reasonable best efforts to (i) if and to the extent Buyer so elects, contest such any Antitrust Proceeding until each such Antitrust Proceeding is either resolved pursuant to a settlement or a final nonappealable court order. (c) Nothing in this Section 6.04 shall require any of the parties or any of their respective affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Buyer has determined not to further contest such Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or in the aggregate, have not had Proceeding and would not reasonably be expected to have a material adverse effect on (i) the Business, (ii) once all such Antitrust 62 Proceedings are so resolved or abandoned by Buyer, take such actions as may be necessary to resolve any objections as may be asserted by any Governmental Entity to obtain all necessary clearances and approvals under the other businesses U.S. Antitrust Laws. Subject to Buyer's obligations pursuant to Section 8.05(a) to keep Seller apprised of Purchaserthe status of the regulatory process, taken as a wholeBuyer shall control the regulatory process to obtain all such clearances and consents under the U.S. Antitrust Laws (including all Antitrust Proceedings), assuming for purposes of this clause (ii) of Section 6.04(c) that subject to Seller's right to participate therein. Seller shall not have independent substantive contacts with any Governmental Entities administering the other businesses of Purchaser, taken as a whole, are the same size as the Business or (iii) the Business and the other businesses of Purchaser, collectively taken as a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Business; provided, however, that in no event shall Seller or any of its affiliates be required to take any actions under this Section 6.04(c) U.S. Antitrust Laws with respect to the transactions contemplated hereby (unless Seller Businessis otherwise advised by its counsel that it is advisable for Seller to do so). (d) Purchaser Buyer and Seller agree that Seller’s rights 's right to (i) receive interest on the Purchase Price after the Six Month Anniversary pursuant to Section 1.01(a), (ii) terminate this Agreement pursuant to Section 8.01(b13.01(d) and (iiiii) receive the payment specified in Section 6.10 13.03 upon a termination pursuant to Section 8.01(b13.01(d), do not, in any manner, reduce, lessen, alter, modify, or otherwise change Purchaser’s Buyer's obligations under this Section 6.04 8.05 to use its reasonable best efforts, prior to a termination of this Agreement by Seller or Purchaser pursuant to Section 8.01(b) and the receipt by Seller of the payment specified in Section 6.10 upon such termination, efforts to obtain the any clearance required under the HSR Act and other Review Laws for the consummation of Transaction and any other required regulatory consents, authorizations, orders, approvals and declarations outside the TransactionsUnited States.

Antitrust Notification and Other Regulatory Filings. (a%3) Each of Seller and Purchaser shall (i) file or cause to be filed as promptly as practicable (andpracticable, with respect to initial filings under U.S. Review Laws, but in no event later than 15 Business Days following the execution and delivery of this Agreement) Agreement (unless otherwise agreed by Seller and Purchaser), with the United States Federal Trade Commission (the “FTC”), ) and the United States Department of Justice (the “DOJ”) all notification and any other applicable Governmental Entities all notificationsreport forms that may be required, reportsin the reasonable opinion of Purchaser, formsfor the Transactions, applications and other (ii) file or cause to be filed as promptly as practicable filings that may be required necessary or advisable, in the reasonable opinion of Purchaser, for the Transactions and with any supplemental information requested in connection therewith other applicable Governmental Entities pursuant to the HSR Act or any other Review Law and (iiiii) include in each such notificationfiling, report, form, application or filing notification and report form referred to in the immediately preceding clauses (i) and (ii) a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Laws. Any such notificationfiling, report, form, application or filing notification and report form and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other Review Laws. In addition, each of Seller and Purchaser shall file or cause to be filed as promptly as practicable, but in no event later than five Business Days following the execution and delivery of this Agreement, appropriate filings with the Federal Energy Regulatory Commission (the “FERC”) in connection with obtaining the FERC Approval, which filings shall be in substantial compliance with the applicable requirements of the Power Act. Each of Seller and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary or advisable under the HSR Act and other Review LawsLaws and the Power Act. Each of Seller and Purchaser shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ DOJ, the FERC and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable. The parties shall promptly furnish to each other complete copies of any written submissions to any Governmental Entity in connection with this Section 6.04, subject to any reasonable redactions to protect highly competitively sensitive or otherwise confidential information. Each party shall use its reasonable best efforts to obtain clearance the FERC Approval, expiration or termination of any waiting periods under the HSR Act, and any clearances required or advisable under the HSR Act and other Review Laws for the consummation of the Transactions as promptly as practicable. (b) Seller and Purchaser shall use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Review Law as soon as practicable. Seller and Purchaser agree not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions to be consummated on the Closing Date, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Seller and Purchaser agree not to have any substantive contact with any Governmental Entity in respect of any filing or proceeding contemplated by this Section 6.04 unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to participate. If any Antitrust Proceeding is instituted (or threatened to be instituted) challenging any of the Transactions under any Review Law, Seller and Purchaser shall use their reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser shall further use their reasonable best efforts to contest such Antitrust Proceeding until each such Antitrust Proceeding is resolved pursuant to a settlement or a final nonappealable court order. (c) Nothing in this Section 6.04 shall require any of the parties or any of their respective affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on (i) the Business, (ii) the other businesses of Purchaser, taken as a whole, assuming for purposes of this clause (ii) of Section 6.04(c) that the other businesses of Purchaser, taken as a whole, are the same size as the Business or (iii) the Business and the other businesses of Purchaser, collectively taken as a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Business; provided, however, that in no event shall Seller or any of its affiliates be required to take any actions under this Section 6.04(c) with respect to the Seller Business. (d) Purchaser and Seller agree that Seller’s rights to (i) terminate this Agreement pursuant to Section 8.01(b) and (ii) receive the payment specified in Section 6.10 upon a termination pursuant to Section 8.01(b), do not, in any manner, reduce, lessen, alter, modify, or otherwise change Purchaser’s obligations under this Section 6.04 to use its reasonable best efforts, prior to a termination of this Agreement by Seller or Purchaser pursuant to Section 8.01(b) and the receipt by Seller of the payment specified in Section 6.10 upon such termination, to obtain the clearance required under the HSR Act and other Review Laws for the consummation of the Transactions.

Antitrust Notification and Other Regulatory Filings. (a) Each of Seller and Purchaser shall (i) file or cause to be filed as promptly as practicable (andpracticable, with respect to initial filings under U.S. Review Laws, but in no event later than 15 Business Days following the execution and delivery of this Agreement) Agreement (unless otherwise agreed by Seller and Purchaser), with the United States Federal Trade Commission (the “FTC”), ) and the United States Department of Justice (the “DOJ”) all notification and any other applicable Governmental Entities all notificationsreport forms that may be required, reportsin the reasonable opinion of Purchaser, formsfor the Transactions, applications and other (ii) file or cause to be filed as promptly as practicable filings that may be required necessary or advisable, in the reasonable opinion of Purchaser, for the Transactions and with any supplemental information requested in connection therewith other applicable Governmental Entities pursuant to the HSR Act or any other Review Law and (iiiii) include in each such notificationfiling, report, form, application or filing notification and report form referred to in the immediately preceding clauses (i) and (ii) a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Laws. Any such notificationfiling, report, form, application or filing notification and report form and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other Review Laws. In addition, each of Seller and Purchaser shall file or cause to be filed as promptly as practicable, but in no event later than five Business Days following the execution and delivery of this Agreement, appropriate filings with the Federal Energy Regulatory Commission (the “FERC”) in connection with obtaining the FERC Approval, which filings shall be in substantial compliance with the applicable requirements of the Power Act. Each of Seller and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary or advisable under the HSR Act and other Review LawsLaws and the Power Act. Each of Seller and Purchaser shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ DOJ, the FERC and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable. The parties shall promptly furnish to each other complete copies of any written submissions to any Governmental Entity in connection with this Section 6.04, subject to any reasonable redactions to protect highly competitively sensitive or otherwise confidential information. Each party shall use its reasonable best efforts to obtain clearance the FERC Approval, expiration or termination of any waiting periods under the HSR Act, and any clearances required or advisable under the HSR Act and other Review Laws for the consummation of the Transactions as promptly as practicable. (b) Seller and Purchaser shall use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Review Law and the receipt of the FERC Approval as soon as practicable. Seller and Purchaser agree not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions to be consummated on the Closing Date, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that Purchaser may, following consultation with Seller, elect to withdraw and re-file its HSR notification and report form once so long as Purchaser has a good faith basis to conclude that doing so is reasonably likely to prevent the issuance of a “second request” in connection with the HSR Act. Seller and Purchaser agree not to have any substantive contact with any Governmental Entity in respect of any filing or proceeding contemplated by this Section 6.04 unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to participate. Seller shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations with any Governmental Entity with respect to any proposed settlement, consent decree, commitment or remedy, except as specifically agreed with Purchaser. (c) If any Antitrust Regulatory Legal Proceeding is instituted (or threatened to be instituted) challenging any of the Transactions under any Review LawTransactions, Seller and Purchaser shall use their reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser shall further use their reasonable best efforts to contest such Antitrust Regulatory Legal Proceeding until each such Antitrust Regulatory Legal Proceeding is resolved pursuant to a settlement or a final nonappealable court order. (c) Nothing . Purchaser shall be entitled, in this Section 6.04 shall require any of consultation with Seller, to direct the parties or any of their respective affiliates to dispose of any of its assets or to limit its freedom of action defense with respect to any Regulatory Legal Proceeding. Nothing in this Agreement shall restrict Purchaser from opposing by refusing to consent to, through litigation or otherwise, any request, attempt or demand by any Governmental Entity or other person for any divestiture, hold separate condition, or any other conditions, restrictions or requirements with respect to the assets or business of Purchaser or any of its businesses, or affiliates (including the Transferred Assets); provided that Purchaser shall be permitted to refuse to provide its consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or divestiture described in the aggregate, have not had and proviso in Section 6.04(d) (through litigation or otherwise) only so long as (i) doing so would not reasonably be expected to have a material adverse effect on prevent the Closing from occurring by the Outside Date and (ii) Purchaser is not doing so merely to delay the Closing. (d) Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be required to do or agree to do any of the following: (i) agree to sell or otherwise dispose of, hold separate (through the Businessestablishment of a trust or otherwise), or divest all or any material portion of the business, assets or operations of Purchaser or any of its affiliates or the business, assets or operations to be acquired by Purchaser pursuant hereto, (ii) the other businesses create, terminate, or divest any material relationships, ventures, contractual rights or obligations of PurchaserPurchaser or its affiliates or material relationships, taken as a wholeventures, assuming for purposes of this clause (ii) of Section 6.04(c) that the other businesses of Purchasercontractual rights or obligations to be acquired by Purchaser pursuant hereto, taken as a whole, are the same size as the Business or (iii) agree to or otherwise become subject to any material limitations on (A) the Business right of Purchaser to control or operate its business (including the business to be acquired by Purchaser pursuant hereto) or assets (including the Transferred Assets) or (B) the right of Purchaser to exercise full rights of ownership of its business (including the business to be acquired by Purchaser pursuant hereto) or assets (including the Transferred Assets) and (iv) propose, negotiate, commit to or agree to do or permit to be done any of the other businesses of Purchaserforegoing, collectively taken in each case as may be required under or with respect to any Review Law or the Power Act in order to cause the conditions to Closing to be satisfied in a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Businesstimely manner; provided, however, that in no event shall Seller or Purchaser shall, if necessary to resolve any of its affiliates be required to take objections that a Governmental Entity may assert under any actions under this Section 6.04(c) Review Law with respect to the Seller Business. (d) Purchaser and Seller Transactions, agree that Seller’s rights to (i) terminate this Agreement pursuant divest up to Section 8.01(b) and (ii) receive two of the payment specified facilities described in Section 6.10 upon a termination pursuant to Section 8.01(b), do not, in any manner, reduce, lessen, alter, modify, or otherwise change Purchaser’s obligations under this Section 6.04 to use its reasonable best efforts6.04(d) of the Purchaser Disclosure Letter. If, prior to the Closing, Purchaser agrees with any Governmental Entity as contemplated by the foregoing sentence to divest more than one such facility to a termination third party, the Purchase Price shall be reduced by $50,000,000. If the Purchase Price is so reduced and Purchaser is thereafter irrevocably released from such divestiture obligation with respect to, and permitted to retain, all but one such facility or all such facilities, Purchaser shall, within five Business Days of this Agreement such release, pay to Seller in cash by Seller or Purchaser pursuant to Section 8.01(b) and wire transfer of same day funds $50,000,000, plus interest thereon at a rate of 5% per annum, calculated on the receipt by Seller basis of the payment specified in Section 6.10 upon such terminationactual number of days elapsed divided by 365, from and including the Closing Date to obtain but excluding the clearance required under the HSR Act and other Review Laws for the consummation date of the Transactionspayment.

Antitrust Notification and Other Regulatory Filings. (a) Each of Purchaser and Seller and Purchaser shall (i) file or cause to be filed as promptly as practicable (and, with respect to initial filings under U.S. Review Laws, no later than 15 twenty (20) Business Days following the execution and delivery of this Agreement) Agreement (except with respect to any filings under Section 721 of the DPA which shall be filed only as promptly as practicable), with the United States Federal Trade Commission (the “FTC”), ) and the United States Department of Justice (the “DOJ”) and information required by the HSR Act, and, (ii) with respect to other Review Laws, to file or cause to be filed with any other applicable Governmental Entities as promptly as practicable following the execution and delivery of this Agreement all notifications, reports, forms, applications notification and other filings report forms that may be required or advisable, in the reasonable opinion of Purchaser, for the Transactions and and, (iii) provide any supplemental information requested in connection therewith pursuant to the HSR Act or any other Review Law and (iiiv) include in each such notificationfiling, report, form, application or filing notification and report form referred to in the immediately preceding clauses (i and ii) a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Review Laws. Any such notificationfiling, report, form, application or filing notification and report form and supplemental information shall be in substantial compliance with the applicable requirements of the HSR Act and other Review Laws. Each of Purchaser and Seller and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary or advisable under the HSR Act and other Review Laws. Each of Purchaser and Seller and Purchaser shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Entity and shall comply with any such inquiry or request as promptly as practicable. Each party of Purchaser and Seller shall use its commercially reasonable best efforts to obtain clearance required or advisable under the HSR Act and other Review Laws for the consummation of the Transactions as promptly as practicable. (b) Each of Purchaser and Seller and Purchaser shall use its commercially reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Review Law as soon as practicable. Seller and Purchaser agree not to extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions to be consummated on the Closing Date, except with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed)Party. Seller and Purchaser agree not to have any substantive contact with any Governmental Entity in respect of any filing or proceeding contemplated by this Section 6.04 unless it consults with the other party Party in advance and, to the extent permitted by such Governmental Entity, gives the other party Party the opportunity to participate. If any Antitrust Proceeding is instituted (or threatened to be instituted) challenging any of the Transactions under any Review Law, Seller and Purchaser shall use their commercially reasonable best efforts to resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such commercially reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser shall further use their commercially reasonable best efforts to contest such Antitrust Proceeding until each such Antitrust Proceeding is resolved pursuant to a settlement or a final nonappealable court order. (c) Nothing in this Section 6.04 The Parties shall require any jointly inform CFIUS of the parties transaction contemplated by this Agreement and the Parties shall make all filings and submissions required to be made or any of their respective affiliates effected by CFIUS pursuant to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any Section 721 of the foregoing, or take any other action in order to obtain any clearance or to remove any impediments to the Transactions relating the HSR Act or any other Review Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Antitrust Proceeding, other than dispositions, limitations, consents, commitments or other actions that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on (i) the Business, (ii) the other businesses of Purchaser, taken as a whole, assuming for purposes of this clause (ii) of Section 6.04(c) that the other businesses of Purchaser, taken as a whole, are the same size as the Business or (iii) the Business and the other businesses of Purchaser, collectively taken as a whole, assuming for purposes of this clause (iii) of Section 6.04(c) that the Business and the other businesses of Purchaser, collectively taken as a whole, are the same size as the Business; provided, however, that in no event shall Seller or any of its affiliates be required to take any actions under this Section 6.04(c) with respect to the Seller BusinessDPA. (d) Purchaser and Seller agree that Seller’s rights to (i) terminate this Agreement pursuant to Section 8.01(b) and (ii) receive the payment specified in Section 6.10 upon a termination pursuant to Section 8.01(b), do not, in Each Party shall provide any manner, reduce, lessen, alter, modify, information requested by CFIUS or otherwise change Purchaser’s obligations under this Section 6.04 to use its reasonable best efforts, prior to a termination of this Agreement by Seller any other agency or Purchaser pursuant to Section 8.01(b) and the receipt by Seller branch of the payment specified United States government in Section 6.10 upon such termination, to obtain the clearance required under the HSR Act and other Review Laws for the consummation connection with their review of the Transactionstransactions contemplated by this Agreement.