Common use of Antitrust Notification Clause in Contracts

Antitrust Notification. (a) Seller and Buyer shall file, or shall cause their ultimate parent entities as defined in the HSR Act and its implementing rules thereto to file, as soon as practicable (but not later than seven (7) Business Days) after the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, the Parties shall, or shall cause their respective Affiliates to, (i) furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, and (ii) keep the other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection with any filings made pursuant to Section 8.1 or the transactions contemplated by this Agreement and (ii) any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or be construed to require, the Parties or any of their respective Affiliates to offer or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreement.

Antitrust Notification. (a) Seller As promptly as reasonably practicable following the execution of this Agreement, Buyer and Buyer Agent, on behalf of Sellers shall file, or shall cause their ultimate parent entities as defined in make all pre-transaction notification filings required under the HSR Act and its implementing rules thereto to file, as soon as practicable (but not which shall be made no later than seven (7) Business Days) Days after the Effective Date, any notifications required under the HSR Act, date of this Agreement) and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity filing under any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for additional information the purpose or documentationeffect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”). In connection therewith, the Parties Each of Buyer and Sellers shall, or shall cause their respective Affiliates to, : (i) cooperate fully with each other and shall furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filing or submission that is necessary filings under the HSR Act, and any Pre-Transaction Notification Rules; (ii) keep the other Party party reasonably apprised informed of any communication received by such party from, or given by such party to any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of Justice, any attorney general of any state of the status United States or any other competition authority of any communications withjurisdiction (“Antitrust Authority”), and of any inquiries communication received or requests given in connection with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to ensure the prompt expiration of any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for additional information from any Governmental Authority regarding the applicable Contemplated Transactions or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, or participate in any meeting or discussion with any Governmental EntityAuthority with respect to any filings, applications, investigation, or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate (which, at the request of any party, shall be limited to outside antitrust counsel only). (b) Subject The parties shall take reasonable efforts to applicable confidentiality restrictions share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or restrictions required by applicable Legal Requirements, each Party will notify the any other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection with any filings made privilege pursuant to Section 8.1 or the transactions contemplated by this Agreement and (ii) section so as to preserve any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Partyprivilege. (c) Notwithstanding No party shall take any action with the foregoing, nothing in this Agreement shall require, intention to or that could reasonably be construed expected to require, hinder or delay the Parties obtaining of clearance or any of their respective Affiliates to offer or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations necessary approval of any such assets, businesses, equity holdings, intellectual property antitrust authority under any Pre-Transaction Notification Rule or interests (including but not limited to any requirements to enter into new contracts Antitrust Law or modify or terminate existing contracts) or (B) any material modification or waiver the expiration of the terms and conditions of this Agreementrequired waiting period under the Pre-Transaction Notification Rules or any other Antitrust Laws.

Antitrust Notification. (a) Seller The Company and the Buyer shall fileParties will, or shall cause their ultimate parent entities as defined in the HSR Act and its implementing rules thereto to file, as soon as practicable (but not later than seven (7) Business Days) after the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from and no later than five (5) Business Days following the date of this Agreement, file with the United States Federal Trade Commission, Commission (the Antitrust Division of “FTC”) and the United States Department of Justice or (“DOJ”), any other Governmental Entity notification form required pursuant to the HSR Act for additional information or documentationthe Transactions, which form will specifically request early termination of the waiting period prescribed by the HSR Act. In connection therewith, Each of the Company and the Buyer Parties shall, or shall cause their respective Affiliates to, (i) will furnish to the other Party each other’s counsel such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR ActAct and will provide any supplemental information requested by any Governmental Body as promptly as reasonably practicable. The Company and the Buyer Parties will use all reasonable best efforts to comply as promptly as reasonably practicable with any requests made for any additional information in connection with such filings. Buyer will be responsible for payment of the applicable filing fee required in connection with such filings. (b) Subject to the immediately following sentence, the Company and (ii) the Buyer Parties will use their reasonable best efforts to promptly obtain any HSR Approval for the consummation of the Transactions and will keep the each other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from from, any Governmental Body and will comply promptly with any such inquiry or request. The Buyer Parties will take, and will cause their Affiliates to take, any and all steps required to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the applicable parties to expeditiously close the Transactions, including (i) opposing any motion or action for a temporary, preliminary or permanent injunction or order against or preventing or delaying the consummation of the Transactions, (ii) entering into a consent decree, consent agreement or other agreement or arrangement containing Buyer’s or the Surviving Corporation’s agreement to hold separate, license, sell and/or divest (pursuant to such terms as may be required by any Governmental EntityBody) such assets or businesses of Buyer and its Affiliates after the Closing(including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such assets or businesses), and (iii) agreeing to such limitations on conduct or actions of members of Buyer and its Affiliates after the Closing as may be required in order to obtain satisfaction of the closing conditions set forth in Section 7.01(a) before the End Date; provided, that notwithstanding anything herein to the contrary, the Buyer Parties will not be required to take or agree to take or commit to take any action (including the actions described in clauses (i) - (iii) above) or to limit or agree to limit its freedom of action or that of the Company or any Subsidiary, division or Affiliate of either in any respect to the extent such action, individually or in the aggregate, would reasonably be expected to have an adverse effect that is material, to the business of Buyer or to the business of the Company and its Subsidiaries. (bc) Subject The parties hereto commit to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, instruct their respective counsel to cooperate with each Party will notify other and use reasonable best efforts to facilitate and expedite the other promptly upon identification and resolution of any issues arising under the receipt of HSR Act at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) any comments or questions to keep each other appropriately informed of material communications from any and to personnel of the reviewing Governmental Entity in connection with any filings made pursuant to Section 8.1 or the transactions contemplated by this Agreement Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any request by such contacts or presentations. Neither the Company nor the Buyer Parties will participate in any meeting or discussion with any Governmental Entity for information Body with respect of any such filings, applications, investigation or documents relating to an investigation other inquiry without giving the other party prior notice of the transactions contemplated meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Buyer or the Company, will be limited to outside antitrust counsel only). The Company will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) and consent to (not to be unreasonably withheld, conditioned or delayed) the content of any presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission. (d) Except as specifically required by this Agreement, the Buyer Parties will not take any action, or refrain from taking any action, the effect of which could reasonably be expected to delay or impede the ability of the parties to consummate the Transactions. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone callsBuyer Parties will not, and meetings with a Governmental Entity regarding will not permit any member of the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made Buyer Group or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or be construed to require, the Parties or any of their respective Affiliates to offer to, acquire or agree to acquire (A) (i) sellby merging or consolidating with, holdor by purchasing a substantial portion of the assets of or equity in, hold separateor by any other manner), divestany Person or portion thereof, license, discontinue or limit, before otherwise acquire or after the Closing Date, agree to acquire any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions if the entering into a definitive agreement relating to, or changes the consummation of, such acquisition, merger or restrictions inconsolidation could reasonably be expected to (i) impose any delay in the obtaining of, or increase the operations risk of not obtaining, any permits, orders or other approvals of any such assetsGovernmental Body necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, businesses, equity holdings, intellectual property or interests (including but not limited to ii) increase the risk of any requirements to enter into new contracts or modify or terminate existing contracts) Governmental Body entering an order prohibiting the consummation of the Transactions or (Biii) any material modification or waiver delay the consummation of the terms and conditions of this AgreementTransactions.

Antitrust Notification. The Company and Purchaser will, as promptly as practicable (aand in the case of the HSR Act filing, and only to the extent necessary, no later than ten (10) Seller Business Days) following the date hereof, (i) file with the United States Federal Trade Commission and Buyer shall filethe United States Department of Justice, or shall cause their ultimate parent entities as defined in the notification form required pursuant to the HSR Act for the transactions contemplated by this Agreement, which form will specifically request early termination of the waiting period prescribed by the HSR Act and its implementing rules thereto to file(ii) make all notifications, as soon as practicable (but not later than seven (7) Business Days) after the Effective Datefilings, any notifications registrations or other materials required or necessary under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division Foreign Competition Laws set forth on Schedule 6.5(a). Each of the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, the Parties shall, or Company and Purchaser will (and shall cause their respective Affiliates to, (i) furnish to the other Party each other’s counsel such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR ActAct or such Foreign Competition Laws and will provide any supplemental information requested by any Governmental Body as promptly as practicable. Purchaser will use all reasonable best efforts to comply as promptly as practicable with any requests made for any additional information in connection with such filings, including a request for additional information or documentary material issued pursuant to the HSR Act regulations (i.e., a “second request”). Purchaser will be responsible for all filing fees payable in connection with such filings. Subject to the immediately following sentence, the Company and (ii) Purchaser will use their reasonable best efforts to promptly obtain any clearance required under the HSR Act or such Foreign Competition Laws for the consummation of this Agreement and the transactions contemplated hereby and will keep the each other Party reasonably apprised of the status of any substantive communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirementsfrom, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection Body and will comply promptly with any filings made pursuant such inquiry or request. Purchaser will take, and will cause its Affiliates to Section 8.1 take, any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the Parties to expeditiously close the transactions contemplated by this Agreement and Agreement, including (iii) opposing any request by any Governmental Entity motion or action for information a temporary, preliminary or documents relating to an investigation permanent injunction or Order against or preventing or delaying the consummation of the transactions contemplated by this Agreement. Without limiting , (ii) entering into a consent decree, consent agreement or other agreement or arrangement containing Purchaser’s agreement to hold separate, license, sell or divest (pursuant to such terms as may be required by any Governmental Body) such assets or businesses of Purchaser and its Affiliates after the generality Closing (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such assets or businesses), and (iii) agreeing to such limitations on conduct or actions of members of Purchaser and its Affiliates after the Closing as may be required in order to obtain satisfaction of the foregoing, each Party shall provide closing conditions set forth in Section 7.1(a) prior to the Outside Date. The Parties commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act or such Foreign Competition Laws at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor Purchaser will participate in any substantive meeting or discussion with any Governmental Body with respect of any such filings, applications, investigation or other inquiry without giving the other Party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body and reasonably practicable, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Purchaser or the other’s respective advisorsCompany, will be limited to outside antitrust counsel only). The Company will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) upon request copies and approve the content of all correspondence between such Party and any presentations, white papers or other written materials to be submitted to any Governmental Entity Body in advance of any such submission. Purchaser will not, and will not permit any member of the Purchaser Group or their respective Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation could reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any permits, Orders or other approvals of any Governmental Body necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Body entering an Order prohibiting the consummation of the transactions contemplated by this Agreement or (iii) delay the consummation of the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or be construed to require, the Parties or any of their respective Affiliates to offer or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreement.

Antitrust Notification. (a) Seller The Company and Buyer shall filethe Purchaser shall, or shall cause their ultimate parent entities as defined in the HSR Act and its implementing rules thereto to file, as soon as practicable (but not later than seven (7) Business Days) after the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from and no later than three (3) Business Days following the date hereof, file with the United States Federal Trade Commission, Commission (the Antitrust Division of “FTC”) and the United States Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith(“DOJ”), the Parties shallnotification form required pursuant to the HSR Act for the transactions contemplated by this Agreement, or which form shall cause their respective Affiliates to, (i) specifically request early termination of the waiting period prescribed by the HSR Act. Each of the Company and the Purchaser shall furnish to the other Party each other’s counsel such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR ActAct and shall provide any supplemental information requested by any Governmental Body as promptly as practicable. The Purchaser shall be responsible for all filing fees payable in connection with such filings. The Purchaser shall be responsible for all of the attorneys’ fees incurred by the Purchaser in connection with such filings, and the Sellers, jointly and severally, shall be responsible for all of the attorneys’ fees incurred by the Sellers or the Company in connection with such filings; provided that the Sellers shall not be responsible for any such attorneys’ fees to the extent such fees (iior the payment thereof) are taken into account in the final determination of Closing Net Working Capital or Transaction Expenses pursuant to Section 1.05. (b) Subject to the immediately following sentence, the Company and the Purchaser shall use their reasonable best efforts to promptly obtain any clearance required under the HSR Act for the consummation of this Agreement and the transactions contemplated hereby and shall keep the each other Party reasonably apprised of the status of any material communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirementsfrom, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection Body and shall comply promptly with any filings made pursuant such inquiry or request. The Purchaser shall take, and shall cause its Affiliates to Section 8.1 take, any and all reasonable steps necessary to avoid or the transactions contemplated by this Agreement eliminate each and (ii) every impediment under any request Law that may be asserted by any Governmental Entity for information Body or documents relating any other Person so as to an investigation of enable the parties to expeditiously close the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party. (c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Purchaser shall participate in any material meeting or discussion with any Governmental Body with respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either the Purchaser or the Company, shall be limited to outside antitrust counsel only). The Company shall have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) and approve the content of any presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission. (d) Notwithstanding the foregoing, nothing anything in this Agreement shall requireto the contrary (including Section 8.08), in no event will the Purchaser be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or to take any other similar action that, in the reasonable judgment of the Purchaser, could be construed expected to requirelimit the right of Purchaser to own or operate all or any portion of their respective businesses or assets. With regard to any Governmental Body, neither any of the Sellers, the Parties Company nor any of its Subsidiaries shall, without the Purchaser’s written consent, in the Purchaser’s sole discretion, discuss or commit to any divestiture transaction, or discuss or commit to alter their businesses or commercial practices in any way, or otherwise take or commit to take any action, in each case, that limits the Purchaser’s freedom of action with respect to, or the Purchaser’s ability to retain any of the businesses, product lines or assets of, the Company or any of their respective Affiliates to offer or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreementits Subsidiaries.

Antitrust Notification. (a) The Seller and Buyer the Purchaser shall filefile with the United States Federal Trade Commission and the United States Department of Justice, or shall cause their ultimate parent entities as defined promptly as practicable, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act and its implementing rules thereto to file, as soon as practicable (but not later than seven (7) Business Days) after which forms shall specifically request early termination of the Effective Date, any notifications required under waiting period prescribed by the HSR Act. The Purchaser shall file with any other Governmental Body, and shall respond as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, any other filings (including any pre‑notification draft), reports, information and documentation as may be required for the transactions contemplated hereby pursuant to all inquiries or requests received from any Other Antitrust Regulations. Each of the Federal Trade CommissionSeller, the Antitrust Division of Company and the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, the Parties shall, or Purchaser shall cause their respective Affiliates to, (i) furnish to the other Party each other’s counsel such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR ActAct and any Other Antitrust Regulations. The Purchaser shall be responsible for all filing fees payable in connection with the filings described in the first two sentences of this Section 8.01(a). (b) The Seller, the Company and the Purchaser shall: (i) use their reasonable best efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Regulations for the consummation of this Agreement and the transactions contemplated hereby; (ii) keep the each other Party reasonably apprised of the status of any material communications with, and any material inquiries or requests for additional information from any Governmental Body; and (iii) comply promptly with any such material inquiry or request and supply to any Governmental Body without undue delay any additional information requested. The Purchaser agrees to take any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the applicable parties hereto to expeditiously close the transactions contemplated hereby (and for the avoidance of doubt, so as to avoid an in depth or second phase review by the relevant Governmental Entity. (bBody) Subject including consenting to applicable confidentiality restrictions any divestiture or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) any comments structural or questions conduct relief in order to obtain clearance from any Governmental Entity Body and, at the request of the Company, the Purchaser and its Affiliates shall be obligated to contest, administratively or in connection with court, any filings made pursuant to Section 8.1 ruling, order, or the transactions contemplated by this Agreement and (ii) any request by other action of any Governmental Entity for information Body or documents relating to an investigation of any other Person respecting the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide Prior to the other (or Closing, the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone callsPurchaser shall not, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirementscause its Affiliates not to, the Parties will consult and cooperate with each other in connection with undertake any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any PartyCompetitive Transaction. (c) Notwithstanding The parties hereto commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the foregoingidentification and resolution of any issues arising under the HSR Act and any Other Antitrust Regulations at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies, nothing and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Purchaser shall participate in this Agreement shall requireany meeting or material discussion with any Governmental Body with respect of any such filings, applications, investigation, or be construed other inquiry without giving the other party prior notice of the meeting or discussion and, to requirethe extent permitted by the relevant Governmental Body, the Parties opportunity to attend and participate in such meeting or discussion (which, at the request of the Purchaser or the Company, shall be limited to outside antitrust counsel only). The Company and the Purchaser shall each approve the content of any filings (as contemplated by Section 8.01(a)), material communications, presentations, white papers or other written materials to be submitted to any Governmental Body in advance of their respective Affiliates to offer or agree any such submission, provided that such materials may be redacted to (A) (i) sellremove references to commercially or competitively‑sensitive information, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or and (B) any material modification address reasonable attorney‑client privilege or waiver of the terms and conditions of this Agreementconfidentiality concerns.

Antitrust Notification. (a) Seller The Company and Buyer Parent shall file, or shall cause their ultimate parent entities as defined in file with the HSR Act United States Federal Trade Commission and its implementing rules thereto to filethe United States Department of Justice, as soon promptly as practicable (reasonably practicable, but not in no event later than seven ten (710) Business Days) after Days following the Effective Dateexecution and delivery of this Agreement unless otherwise agreed by the parties in writing, the notification and report form required for the transactions contemplated hereby and any notifications required under supplemental information requested in connection therewith pursuant to the HSR Act. Parent shall file with any other Governmental Body, and shall respond as promptly as reasonably practicable and before the expiration of any relevant legal deadline, but in no event later than fifteen (15) Business Days following the execution and delivery of this Agreement, any other filings (including any pre-notification draft), reports, information and documentation as may be required for the transactions contemplated hereby pursuant to all inquiries or requests received from the Federal Trade Commission, the any Other Antitrust Division and FDI Regulations. Each of the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, the Parties shall, or Company and Parent shall cause their respective Affiliates to, (i) furnish to the other Party each other’s counsel such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR ActAct and any Other Antitrust and FDI Regulations. Parent shall be responsible for all filing fees payable in connection with the filings described in the first two (2) sentences of this Section 10.04(a). Neither Parent, the Company, nor any of their respective Affiliates shall enter into any agreement with any Governmental Body or extend any waiting period under the HSR Act or any Other Antitrust and FDI Regulations without the prior written consent of the other parties hereto (such consents shall not be unreasonably conditioned, delayed, or withheld). (b) The Company and Parent shall: (i) use their reasonable best efforts to promptly obtain any clearance required under the HSR Act or any Other Antitrust and FDI Regulations for the consummation of this Agreement and the transactions contemplated hereby; (ii) keep the each other Party reasonably apprised of the status of any material communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection Body; and (iii) comply promptly with any filings made such inquiry or request and supply to any Governmental Body without undue delay any additional information and documentary materials that may be requested, unless mutually agreed otherwise, certify substantial compliance with any requests for additional information and documentary materials (a “Second Request”) or similar request under any other antitrust Laws that may be issued pursuant to Section 8.1 the HSR Act or the transactions contemplated by this Agreement Other Antitrust and FDI Regulations. Parent agrees to use (iiand cause its Affiliates to use) their reasonable best efforts to avoid or eliminate each and every impediment under any request Law that may be asserted by any Governmental Entity Body or any other Person so as to enable the parties hereto to expeditiously close the Merger (and for information the avoidance of doubt, so as to avoid an in depth or documents relating to an investigation of Second Request review by the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any relevant Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any PartyBody). (c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act or any Other Antitrust and FDI Regulations at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor Parent shall participate in any meeting or discussion with any Governmental Body with respect to any such filings, applications, investigation, or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Parent or the Company, shall be limited to outside antitrust counsel only). The Company and Parent shall each approve the content of any filings (as contemplated by Section 10.04(a)), material communications, presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission; provided, however, that (A) copies of filings made under the HSR Act need not be shared and (B) shared materials may be redacted to (x) remove references to commercially or competitively-sensitive information and (y) address reasonable attorney-client privilege or confidentiality concerns. Notwithstanding the foregoing, nothing Parent shall, in this Agreement all cases in good faith consultation with the Company, determine the overall strategy relating to any filings with or responses to inquiries or requests for information made by any Governmental Body. The Company shall requireconsult with Parent prior to making any filing or submission with any Governmental Body and shall not make any filing or submission, or be construed include statements in any filing or submission, to require, the Parties or any of their respective Affiliates to offer or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreementwhich Parent objects.

Antitrust Notification. (a) Seller The Company and Buyer shall file, or shall cause the Purchaser shall: (1) use their ultimate parent entities as defined in the HSR Act and its implementing rules thereto reasonable best efforts to file, as soon as practicable (but not later than seven (7) Business Days) after the Effective Date, promptly obtain any notifications clearance required under the HSR Act, Act for the consummation of this Agreement and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, the Parties shall, or shall cause their respective Affiliates to, Transactions; (i) furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, and (ii2) keep the each other Party reasonably (including each other’s counsel) apprised of the status of any material communications with, and any material inquiries or requests for additional information from any Governmental Authority; and (3) comply promptly with any such material inquiry or request and supply to any Governmental Authority without undue delay any additional information requested; provided, however, that the applicable Seller and the Purchaser shall each approve the content of any filings, material communications, presentations, white papers or other written materials to be submitted to any Governmental EntityAuthority in advance of any such submission; provided, further, that such materials may be redacted to (x) remove references to commercially or competitively-sensitive information, and (y) address reasonable attorney-client privilege or confidentiality concerns. None of the Purchaser, the Company or any of their respective Affiliates shall (i) enter into any agreement with any Governmental Authority or extend any waiting period under the HSR Act without the consent of the other parties hereto (such consents shall not be unreasonably conditioned, delayed or withheld) or (ii) participate in any meeting or material discussion with any Governmental Authorities with respect to any such filings, applications, investigation or other inquiry without giving the other parties prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate in such meeting or discussion (which, at the request of either the Purchaser or the Seller, shall be limited to outside antitrust counsel only). (b) Subject Notwithstanding anything to applicable confidentiality restrictions the contrary set forth in this Agreement, none of Purchaser or restrictions any of its Affiliates shall be required by applicable Legal Requirementsto become subject to, each Party will notify the other promptly upon the receipt of consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or Order to: (i) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Company Group or Purchaser or its respective Affiliates, or otherwise take or commit to take any comments action that could reasonably limit Purchaser’s, its Affiliates’ or questions from the Company Group’s freedom of action with respect to, or their ability to retain, one or more businesses, product lines or assets, (ii) terminate, modify or extend any existing relationships and contractual rights and obligations of the Company Group or Purchaser or its respective Affiliates, (iii) establish or create any relationships and contractual rights and obligations of the Company Group or Purchaser or its respective Affiliates, (iv) terminate any relevant venture or other arrangement, (v) effectuate any other change or restructuring of the Company Group, Purchaser or its respective Affiliates, (vi) enter into any agreement or stipulate to the entry of any order with the U.S. Federal Trade Commission, U.S. Department of Justice or other Governmental Entity in connection with Authority, (vii) litigate (or defend) against any filings made pursuant to Section 8.1 administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the transactions contemplated by this Agreement and (ii) any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf as violative of any Party. applicable Law, (cviii) Notwithstanding take any action as a result of any “Second Request” for additional information and documentary material from the foregoing, nothing in this Agreement shall requireU.S. Federal Trade Commission or U.S. Department of Justice, or be construed to require, the Parties or any of their respective Affiliates to offer (ix) enter into or agree to (A) (i) sellany other remedy, hold, hold separate, divest, license, discontinue condition or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations commitment of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreementkind.

Antitrust Notification. (a) Seller If a filing under the HSR Act is required, Lumos and Buyer Merck shall file, or shall cause their ultimate parent entities as defined in the HSR Act and its implementing rules thereto to file, as soon as practicable (but not later than seven ten (710) Business Days) after the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity for additional information or documentation. Each Party shall pay for the fees associated with their own filings and submissions. In connection therewith, the Parties shall, or shall cause their respective Affiliates to, (i) furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, and (ii) keep the other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection with any filings made pursuant to Section 8.1 7.1(a) or the transactions contemplated by this Agreement and (ii) any request requests by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. The Parties may, as they deem advisable and necessary, designate any correspondence provided to the other under this Section 7.1(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or be construed to require, the Parties or any of their respective Affiliates to offer or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreement.

Antitrust Notification. (a) Seller and Buyer shall file, or shall cause their ultimate parent entities as defined in Each of the HSR Act and its implementing rules thereto to fileparties shall, as soon promptly as practicable (but not in no event later than seven (7) ten Business Days) after following the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, the Parties shall, or shall cause their respective Affiliates todate hereof, (i) file with the United Stated Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the premerger notification and report form, if any, required as a result of the Merger and the other transactions contemplated hereby, and shall include any supplemental information requested in connection therewith pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (the "HSR Act") and (ii) make such other filings as are necessary or advisable in other jurisdictions in order to comply with all applicable Law relating to competition, merger control or antitrust and shall promptly provide any supplemental information requested by any applicable Governmental Authority relating thereto. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act or such other applicable Law. The parties shall work together and shall furnish to the other Party one another such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that which is necessary under the HSR Act, and (ii) Act or such other applicable Law. The parties shall keep the other Party reasonably one another apprised of the status of any communications with, and any inquiries inquiries, comments or requests for additional information from from, the FTC, the DOJ or any other applicable Governmental EntityAuthority promptly upon receipt thereof, and shall comply promptly with any such inquiry, comment or request. (b) Subject to the terms hereof, the parties shall use reasonable best efforts to effect the expiration or early termination of any applicable confidentiality restrictions waiting periods under the HSR Act and obtain any government clearances or restrictions approvals required by applicable Legal Requirementsunder the HSR Act, each Party will notify the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other promptly upon federal, state or foreign Law, regulation or decree designed to prohibit, restrict or regulate actions for the receipt purpose or effect of monopolization or restraint of trade (icollectively, the "Antitrust Laws"), to respond to any government 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 decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Antitrust Order") that restricts, prevents or prohibits the consummation of the Merger or any comments or questions from any Governmental Entity in connection with any filings made pursuant to Section 8.1 or the other transactions contemplated by this Agreement and (ii) under any request by Antitrust Law in the most expeditious manner practicable, provided, however, that Parent’s reasonable best efforts shall not include an obligation to agree to sell, transfer, dispose of or otherwise divest, or hold separate or otherwise subject to any Governmental Entity for information restriction or documents relating to an investigation limitation, any of the transactions contemplated by this Agreement. Without limiting the generality assets, licenses, businesses or interest of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal RequirementsParent, the Parties Company or any of their respective Subsidiaries. The parties hereto will consult and cooperate with each other one another, and consider in good faith the views of one another, in connection with with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party. (c) Notwithstanding party hereto in connection with substantive meetings, discussion or proceedings under or relating to any Antitrust Law, and, to the foregoing, nothing in this Agreement shall require, or be construed to requireextent permitted by such Governmental Authority, the Parties Company shall provide Parent the opportunity to attend and participate in any such substantive meetings, discussions or any of their respective Affiliates proceedings. The foregoing obligations shall be subject to offer or agree to (A) (i) sellthe Confidentiality Agreement and attorney-client, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, work product or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreementprivilege.

Antitrust Notification. (a) Seller The Company and Buyer shall filethe Purchaser shall, or shall cause their ultimate parent entities as defined promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than two (2) Business Days following the execution and delivery of this Agreement, file with (i) the United States Federal Trade Commission and the United States Department of Justice, the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act and its implementing rules thereto to fileAct, as soon as practicable (but not later than seven (7) Business Days) after which forms shall specifically request early termination of the Effective Date, any notifications required under waiting period prescribed by the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or (ii) any other Governmental Entity Body, any other filings, reports, information and documentation required for additional information or documentationthe transactions contemplated hereby pursuant to any Other Antitrust Regulations. In connection therewith, Each of the Parties shall, or Company and the Purchaser shall cause their respective Affiliates to, (i) furnish to the other Party each other’s counsel such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, Act and any Other Antitrust Regulations. The Purchaser shall be responsible for all filing fees payable in connection with the filings described in the first sentence of this Section 10.03(a). (b) The Company and the Purchaser shall: (i) use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Regulations for the consummation of this Agreement and the transactions contemplated hereby; (ii) keep the each other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection Body; and (iii) comply promptly with any filings made pursuant such inquiry or request and supply to Section 8.1 any Governmental Body without undue delay any additional information requested. Each of the parties hereto shall use commercially reasonable efforts to: respond to any inquiries by any Governmental Body regarding antitrust or other matters with respect to the transactions contemplated by this Agreement and (ii) or any request by agreement contemplated hereby; avoid the imposition of any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (Order or the other’s respective advisors) upon request copies taking of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In additionAction that would restrain, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding alter or enjoin the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, or any agreement contemplated hereby; and in the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to event any Governmental Entity regarding Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement by or on behalf of any Partyagreement contemplated hereby has been issued, to have such Governmental Order vacated or lifted. (c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Regulations at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Bodies, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Purchaser shall participate in any meeting or discussion with any Governmental Body with respect of any such filings, applications, investigation, or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of either the Purchaser or the Company, shall be limited to outside antitrust counsel only). The Company and the Purchaser shall each approve the content of any filings (as contemplated by Section 10.03(a)), material communications, presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission. (d) Notwithstanding the foregoing, nothing in this Agreement herein contained shall require, or be construed to require, the Parties Purchaser or any of their respective its Affiliates to offer or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businessesbusinesses or interests of the Purchaser, equity holdings, intellectual property, the Company or other interests or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property businesses or interests (including but not limited which, in either case, could reasonably be expected to any requirements result in a Material Adverse Change or materially and adversely impact the economic or business benefits to enter into new contracts or modify or terminate existing contracts) the Purchaser of the transactions contemplated by this Agreement; or (Biii) any material modification or waiver of the terms and conditions of this Agreement.

Antitrust Notification. (a) Seller Seller, the Company and Buyer Purchaser shall file, or shall cause use their ultimate parent entities as defined respective commercially reasonable efforts to promptly respond to any inquiry by any Governmental Body regarding any Competition Law in connection with the HSR Act and its implementing rules thereto to file, as soon as practicable Transaction. (but not later than seven (7b) Business Days) after the Effective Date, any notifications required under the HSR ActThe parties hereto shall, and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, the Parties shall, or shall cause their respective Affiliates to, (i) furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, and (ii) keep the other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection with any filings made pursuant to Section 8.1 or the transactions contemplated by this Agreement and (ii) any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any investigation or inquiry by any Governmental Body under any applicable Competition Laws with respect to the Transaction and use their respective commercially reasonable efforts (i) to keep each other promptly informed of any substantive oral communications with, and provide copies of any substantive written communications with, any Governmental Body regarding the Transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. None of Seller, the Company or Purchaser shall participate in any meeting or material discussion with any Governmental Body with respect of any filings, applications, investigation, or other inquiry relating to the transactions contemplated hereby without giving the other parties prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of Purchaser or the Company, shall be limited to outside antitrust counsel only). Subject to applicable Law, Seller, the Company and Purchaser shall each consult and cooperate with one another and consider in good faith the views of the other party, in connection with any analyses, appearances, material communications, presentations, white papers memoranda, briefs, arguments, opinions and proposals or other written materials to be made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf Body in advance of any Party. (csuch submission. Any materials provided pursuant to this Section 9.05(b) Notwithstanding the foregoing, nothing in this Agreement shall require, or may be construed to require, the Parties or any of their respective Affiliates to offer or agree redacted to (A) (i) sellcomply with contractual arrangements or applicable Laws, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or and (B) any material modification address reasonable attorney-client privilege or waiver confidentiality concerns; provided, that, portions of materials that are competitively sensitive may be designated as “outside antitrust counsel only,” in which case such portions of such copies shall be given only to the outside legal counsel and advisors of the terms and conditions of this Agreementparties hereto.

Antitrust Notification. (a) Seller The Company and the Buyer shall fileParties will, or shall cause their ultimate parent entities as defined in the HSR Act and its implementing rules thereto to file, as soon as practicable (but not later than seven (7) Business Days) after the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from and no later than five (5) Business Days following the date of this Agreement, file with the United States Federal Trade Commission, Commission (the Antitrust Division of "FTC") and the United States Department of Justice or ("DOJ"), any other Governmental Entity notification form required pursuant to the HSR Act for additional information or documentationthe Transactions, which form will specifically request early termination of the waiting period prescribed by the HSR Act. In connection therewith, Each of the Company and the Buyer Parties shall, or shall cause their respective Affiliates to, (i) will furnish to the other Party each other's counsel such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR ActAct and will provide any supplemental information requested by any Governmental Body as promptly as reasonably practicable and advisable. The Company and the Buyer Parties will each use their reasonable best efforts to comply as promptly as reasonably practicable and advisable with any requests made for any additional information in connection with such filings. Buyer will be responsible for fifty percent (50%) of all filing fees payable in connection with such filings, and (ii) keep the other Party reasonably fifty percent (50%) shall constitute Transaction Expenses. (b) The Company and the Buyer Parties each will use its reasonable best efforts to promptly obtain any HSR Approval for the consummation of the Transactions and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from from, any Governmental Body and will comply as promptly as reasonably practicable with any such inquiry or request. The Company and the applicable Buyer Parties will take, and will cause their Affiliates to take, any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity. (b) Subject Body or any other Person so as to applicable confidentiality restrictions or restrictions required by applicable Legal Requirementsenable the parties to expeditiously close the Transactions, each Party will notify the other promptly upon the receipt of including (i) any comments entering into a consent decree, consent agreement or questions from other agreement or arrangement containing Buyer's or the Surviving Corporation's agreement to hold separate, license, sell and/or divest (pursuant to such terms as may be required by any Governmental Entity in connection with Body) such assets or businesses of Buyer and its Affiliates after the Closing (including entering into customary ancillary agreements relating to any filings made pursuant to Section 8.1 such sale, divestiture, licensing or the transactions contemplated by this Agreement disposition of such assets or businesses), and (ii) agreeing to any request by any Governmental Entity for information such limitations on conduct or documents relating actions of members of Buyer and its Affiliates after the Closing as may be required in order to an investigation obtain satisfaction of the transactions contemplated by this Agreement. Without limiting closing conditions set forth in Section 7.01(a) before the generality of the foregoingEnd Date; provided, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In additionhowever, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party. (c) Notwithstanding the foregoing, that nothing in this Agreement Agreement, including this Section 9.03 or the "reasonable best efforts" or other similar standard generally, shall require, or be construed to require, the Buyer Parties or any of their respective Affiliates to offer proffer to, or agree to, or to (A) (i) permit the Company to proffer to, or agree to, sell, holddivest, lease, license, transfer, dispose of or otherwise encumber or hold separate, divest, license, discontinue or limit, otherwise encumber before or after the Closing DateEffective Time, any assets, businesseslicenses, equity holdingsoperations, intellectual propertyrights, product lines, businesses or interest therein of Buyer. Notwithstanding anything else herein, nothing in this agreement, including this Section 9.03, shall be construed to require the Buyer Parties to undertake any efforts or take any action if the taking of such efforts or action, individually or in the aggregate, would reasonably be expected to result in a detrimental and material impact on the Company and its Subsidiaries, taken as a whole, or the Buyer and its Subsidiaries (other interests or than the Company and its Subsidiaries), taken as a whole. (c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel's undertaking, subject to applicable Law, (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies and (ii) any conditions relating to, or changes or restrictions in, to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the operations content of any such assetscontacts or presentations. Neither the Company nor the Buyer Parties will participate in any meeting or substantive discussion with any Governmental Body with respect to any such filings, businessesapplications, equity holdingsinvestigation or other inquiry without giving the other party prior notice of such meeting or discussion and, intellectual property to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or interests discussion (including but not which, at the request of either Buyer or the Company, will be limited to outside antitrust counsel only); provided that, the Company or the Buyer Parties, as applicable, may participate in any requirements such meeting or discussion described in the foregoing clause in the absence of such other party if, and only to enter into new contracts the extent that, (A) the Company or modify the Buyer Parties, as applicable, have made every effort in good faith to involve the other party in such meeting or terminate existing contracts) or discussion, (B) such other party was provided with reasonable and adequate notice of such meeting or discussion and (C) despite such efforts and reasonable and adequate notice, the involvement of such other party in any material modification such meeting or waiver discussion has become impracticable in the good faith opinion of the terms party seeking to hold such meeting or discussion. The Company will have the right to review (subject to appropriate redactions for confidentiality and conditions attorney-client privilege concerns) and approve the content of this Agreementany presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission. Consistent with its obligations hereunder (including its obligation to enable the parties hereto to expeditiously consummate the Transactions), Buyer shall lead all communications and strategy for dealing with the FTC and the DOJ in connection with any review pursuant to the HSR Act; provided, however, that Buyer shall act reasonably and consult in advance with the Company (and its outside antitrust counsel) regarding such matters and shall consider in good faith, and in Buyer's reasonable discretion incorporate, the Company's reasonable views and feedback. It is further understood and agreed that Buyer may withdraw and refile its filing under the HSR Act if, in its good faith judgment, it determines (after consultation with the Company and taking the Company's views into account), that the taking of such action would be consistent with, and would not undermine, the parties' efforts to expeditiously consummate the Transactions. Notwithstanding the foregoing, the written consent of the Company shall be required prior to Buyer entering into any agreement with any Governmental Body pursuant to which Buyer has agreed not to consummate the Transactions for any period of time.

Antitrust Notification. (a) Seller The Company and the Buyer shall fileParties will, or shall cause their ultimate parent entities as defined in the HSR Act and its implementing rules thereto to file, as soon as practicable (but not later than seven (7) Business Days) after the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable and no later than five Business Days following the date of this Agreement, file with the FTC and the DOJ any notification form required pursuant to all inquiries or requests received from the Federal Trade Commission, HSR Act for the Antitrust Division Transactions. Each of the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, Company and the Buyer Parties shall, or shall cause their respective Affiliates to, (i) will furnish to the other Party each other’s counsel such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will provide any supplemental information requested by any Governmental Authority as promptly as reasonably practicable. The Company and the Buyer Parties will use all commercially reasonable efforts to comply as promptly as reasonably practicable with any requests, including a request for additional information and documentary material, made in connection with such filings. The Buyer Parties will be responsible for all filing fees payable in connection with the HSR Act. (b) Subject to the immediately following sentence, the Company and (ii) the Buyer Parties will use their commercially reasonable efforts to promptly obtain any HSR Approval for the consummation of the Transactions and will keep the each other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from from, any Governmental Authority and will comply promptly with any such inquiry or request; provided, however that nothing in this Agreement shall require the applicable Governmental Entity. (b) Subject Buyer Parties or their Affiliates to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) oppose any comments motion or questions from any Governmental Entity in connection with any filings made pursuant to Section 8.1 action for a temporary, preliminary or permanent injunction or order against or preventing or delaying the transactions contemplated by this Agreement and consummation of the Transactions, (ii) any request enter into a consent decree, consent agreement or other agreement or arrangement containing the Buyer Parties’ or the Surviving Corporation’s agreement to hold separate, license, sell and/or divest (pursuant to such terms as may be required by any Governmental Entity for information Authority) such assets or documents businesses of the Buyer Parties and its Affiliates after the Closing (including entering into customary ancillary agreements relating to an investigation any such sale, divestiture, licensing or disposition of such assets or businesses), and (iii) agreeing to any such limitations on conduct or actions of the transactions contemplated by this Agreement. Without limiting Buyer Parties or their Affiliates after the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any PartyClosing. (c) The Parties commit to instruct their respective antitrust counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Authorities and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Authorities and the content of any such contacts or presentations. Neither the Company nor the Buyer Parties will participate in any meeting or discussion with any Governmental Authority with respect of any such filings, applications, investigation or other inquiry without giving the other Party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Parent or the Company, will be limited to outside antitrust counsel only). To the extent practicable, the Company and Parent will have the right to review (provided that such material (A) may be redacted to remove references concerning the valuation of the parties, to comply with contractual arrangements, and to preserve attorney-client privilege, and (B) designated as “outside counsel only,” which materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of the recipient and will not be disclosed by such outside counsel or outside economic consultants to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials) and comment on the content of any presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such submission, which comments shall be considered in good faith. Notwithstanding the foregoing, nothing anything in this Agreement shall require, or be construed to requirethe contrary, the Parties agree that Parent shall have the right (in its sole and absolute discretion after considering in good faith any comments provided by the Company and subject to the terms of this Section 5.3.2) to devise, implement and make all strategic decisions in connection with seeking HSR Approval. (d) The Buyer Parties will not, and will not permit any Buyer Party or any of their respective Affiliates to offer or Subsidiaries to, acquire or agree to acquire (A) (i) sellby merging or consolidating with, holdor by purchasing a substantial portion of the assets of or equity in, hold separateor by any other manner), divestany Person or portion thereof, license, discontinue or limit, before otherwise acquire or after the Closing Date, agree to acquire any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions if the entering into a definitive agreement relating to, or changes the consummation of, such acquisition, merger or restrictions inconsolidation would reasonably be expected to (i) impose any delay in the obtaining of, or increase the operations risk of not obtaining, any permits, orders or other approvals of any such assetsGovernmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, businesses(ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (Biii) any material modification or waiver delay the consummation of the terms and conditions of this AgreementTransactions.

Antitrust Notification. (a) Seller If required by law, the Purchaser and Buyer Sellers shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than five (5) Business Days following the execution and delivery of this Agreement, file with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (“DOJ”), the notification and report form required for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall file, or shall cause their ultimate parent entities as defined in specifically request early termination of the waiting period prescribed by the HSR Act and its implementing rules thereto to file, as soon as practicable (but not later than seven (7ii) Business Days) after the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity Body, any other filings, reports, information and documentation required for additional information or documentationthe transactions contemplated by this Agreement pursuant to any Other Antitrust Regulations. In connection therewith, Each of the Parties shall, or Sellers and the Purchaser shall cause their respective Affiliates to, (i) furnish to the other Party each other’s counsel such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, Act and any Other Antitrust Regulations. Purchaser and Sellers shall each be responsible for 50% of all filing fees and counsel fees payable in connection with such filings. (iib) The Sellers and the Purchaser shall use their reasonable best efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Regulations for the consummation of this Agreement and the transactions contemplated by this Agreement and shall keep the each other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection Body and shall comply promptly with any filings made pursuant to Section 8.1 such inquiry or the transactions contemplated by this Agreement and (ii) any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreementrequest. Without limiting the generality of the foregoing, each Party of the Sellers and the Purchaser shall provide (i) promptly notify each other of any material communications from and to personnel of the reviewing Governmental Bodies, (ii) confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations, (iii) agree not to participate in any meeting or discussion with any Governmental Body with respect of any such filings, applications, investigation, or other inquiry without giving the other (party prior notice of the meeting or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In additiondiscussion and, to the extent reasonably practicablepermitted by the relevant Governmental Body, all discussionsthe opportunity to attend and participate in such meeting or discussion (which, telephone callsat the request of either the Purchaser or the Sellers, shall be limited to outside antitrust counsel only), and meetings with a Governmental Entity regarding (iv) each approve in the transactions contemplated by this Agreement shall include representatives content of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made white papers or other substantive written materials to be submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party. (c) Notwithstanding the foregoing, nothing Body in this Agreement shall require, or be construed to require, the Parties or any of their respective Affiliates to offer or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations advance of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreementsubmission.

Antitrust Notification. (a) Seller Following written notice from Parent to the Company, but no later than five (5) Business Days following the Agreement Date, each of Parent and Buyer the Company shall file(i) file with the United Stated Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the premerger notification and report form, if any, required or permitted as a result of the Merger and the other transactions contemplated hereby, and shall cause their ultimate parent entities include any supplemental information requested in connection therewith pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and (ii) make such other filings as defined are requested by Parent or are necessary or advisable in other jurisdictions in order to comply with all applicable Laws relating to competition, merger control or antitrust and shall promptly provide any supplemental information requested by any applicable Governmental Authority relating thereto (collectively, the “Antitrust Filings”). Any such Antitrust Filing and any supplemental information relating thereto shall be in substantial compliance with the requirements of the HSR Act and its implementing rules thereto to fileor such other applicable Laws. To the extent permitted by applicable Law, as soon as practicable (but not later than seven (7) Business Days) after the Effective Date, any notifications required under the HSR Act, parties shall work together and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, the Parties shall, or shall cause their respective Affiliates to, (i) furnish to the other Party one another such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that which is necessary under the HSR Act or such other applicable Law. (b) The parties shall use commercially reasonable efforts to obtain any clearance required under the HSR Act or such other applicable Laws for the Merger and the other transactions contemplated hereby, including (i) to secure the expiration or termination of any applicable waiting period under the HSR Act, and and, in connection therewith, the parties agree to affirmatively request early termination as part of the filing under the HSR Act; (ii) to resolve any objections asserted with respect to the Merger contemplated hereby raised by any Governmental Authority; and (iii) to prevent the entry of, and to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay the Closing. The parties shall keep the other Party reasonably one another apprised of the status of any communications with, and any inquiries or requests for additional information from from, the FTC, the DOJ or any other applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other Authority and shall comply promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection with any filings made pursuant to Section 8.1 such inquiry or request. The Company and Parent shall each cooperate reasonably with the transactions contemplated by this Agreement and (ii) any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with resolving any analyses, appearances, presentations, memoranda, briefs, argumentsinquiry or investigation by any Governmental Authority relating to the Antitrust Filings. The Company and Parent shall each give the other reasonable advance notice of, and proposals made the opportunity to participate in (directly or submitted to through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity regarding Authority relating to the transactions contemplated Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by this Agreement by or on behalf the other party is prudent and (based upon the advice of any Partylegal counsel) legally permissible. (c) Notwithstanding anything to the foregoingcontrary in this Agreement, nothing in this Agreement shall require, require or be construed to requirerequire Parent or any of its Affiliates, in order to obtain any clearance required or successful termination or expiration of any review of any Governmental Authority regarding the Parties Merger or the other transactions contemplated by this Agreement, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Effective Time, any assets, businesses or any interests in any assets or businesses, of Parent or any of its Affiliates or of the Surviving Corporation or any of its subsidiaries (or to consent to any sale, or agreement to sell, by Parent, by the Surviving Corporation or by any of their respective Affiliates to offer of any assets or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual propertyor any interests in any assets or businesses), or other interests any change in or restriction on the operation by Parent of any assets or businesses (including any assets or businesses of the Surviving Corporation or any of its subsidiaries), (ii) enter into any conditions relating toagreement or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the Merger, or changes (iii) initiate or restrictions inparticipate in any legal proceeding with respect to any such matters. (d) In the event that Parent is required, in order to obtain the operations consent or successful termination or expiration of any such assetsreview under any Law regarding the Merger or the other transactions contemplated by this Agreement, businesses, equity holdings, intellectual property or interests (including but not limited to take any requirements to enter into new contracts or modify or terminate existing contractsof the actions set forth in Section 6.2(c) or if such consent, successful termination or expiration has not been obtained within ninety (B90) days following the date of Parent filing its Antitrust Filing under any material modification or waiver applicable Antitrust Law, Parent shall have the right to abandon its efforts to obtain approval under such Antitrust Law of the terms Merger and conditions of the other transactions contemplated by this Agreement, notwithstanding this Section 6.2. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Company.

Antitrust Notification. (a) Subject to Section 10.2(b) hereof, Buyer and Seller and Buyer shall file, use their respective reasonable best efforts to obtain all authorizations or shall cause their ultimate parent entities as defined in the HSR Act and its implementing rules thereto to file, as soon as practicable (but not later than seven (7) Business Days) after the Effective Date, any notifications waivers required under the HSR ActAct to consummate the transactions contemplated hereby and by the Ancillary Agreements, and shall respond as promptly as practicable to including, making all inquiries or requests received from the Federal Trade Commission, filings with the Antitrust Division of the Department of Justice ("DOJ") and the Federal Trade Commission ("FTC") required in connection therewith (the initial filing to occur no later than five (5) business days following the execution and delivery of this Agreement) and responding as promptly as practicable to all inquiries received from the DOJ or any other Governmental Entity FTC for additional information or documentation. In connection therewith, the Parties shall, or Each of Buyer and Seller shall cause their respective Affiliates to, (i) furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that which is necessary under the HSR Act, . Seller and (ii) Buyer shall keep the each other Party reasonably apprised appraised of the status of any communications with, and any inquiries or requests for additional information from from, the applicable Governmental EntityFTC and the DOJ. (b) Subject Seller agrees to applicable confidentiality restrictions promptly take, or restrictions cause its Subsidiaries to take, if required by applicable Legal Requirementsthe DOJ or the FTC, any state attorney general or its staff or any other federal, state, local or foreign Governmental Entity, in each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity case, in connection with any filings made pursuant order to Section 8.1 or consummate the transactions contemplated hereby and by this Agreement and (ii) any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicableAncillary Agreements, all discussionsreasonable steps (including executing agreements and submitting to judicial or administrative orders) to secure government antitrust or regulatory clearance (including executing agreements and submitting to judicial or administrative orders) to secure government antitrust or regulatory clearance (including by avoiding or setting aside any preliminary or permanent injunction or other order); except that (other than as contemplated hereby) in no event shall Seller be required to taking any steps to make arrangements for or to effect the sale or other disposition of particular assets or categories of assets or businesses of Seller or holding separate, telephone callspending such sale or other disposition of particular assets or categories of assets, and meetings with businesses or voting securities of Seller or to incur any other material restrictions on the conduct of business by Seller or its affiliates (a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party"Seller Burdensome Condition"). (c) Notwithstanding the foregoing, nothing in this Agreement shall requireBuyer agrees to promptly take, or be construed cause its Subsidiaries to requiretake, if required by the Parties DOJ or the FTC, any state attorney general or its staff or any other federal, state, local or foreign Governmental Entity, in each case, in order to consummate the transactions contemplated hereby or by the Ancillary Agreements, all reasonable steps (including executing agreements and submitting to judicial or administrative orders) to secure government antitrust or regulatory clearance (including by avoiding or setting aside any preliminary or permanent injunction or other order); except that in no event shall Buyer be required to taking any steps to make arrangements for or to effect the sale or other disposition of their respective Affiliates to offer particular assets or agree to (A) (i) sell, hold, hold categories of assets or businesses of Buyer or holding separate, divest, license, discontinue pending such sale or limit, before other disposition of particular assets or after the Closing Date, any categories of assets, businesses, equity holdings, intellectual property, businesses or voting securities of Buyer or to incur any other interests material restrictions on the conduct of business by Buyer or its affiliates (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreementa "Buyer Burdensome Condition").

Antitrust Notification. (a) Seller The OpCo Purchaser and Buyer shall fileCompany have filed with the United State Federal Trade Commission and the United States Department of Justice, or shall cause their ultimate parent entities as defined in the notification forms required pursuant to the HSR Act for the transactions contemplated by this Agreement, which forms specifically request early termination of the waiting period prescribed by the HSR Act and its implementing rules thereto to filethe OpCo Purchaser has made all notifications, as soon as practicable (but not later than seven (7) Business Days) after the Effective Datefilings, any notifications registrations or other materials required or necessary under the HSR Act, Foreign Competition Laws set forth on Schedule 6.7(a). The Company and OpCo Purchaser shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, the Parties shall, or (and shall cause their respective Affiliates to, (i) furnish to the other Party each other’s counsel such necessary information and reasonable assistance as the other Party others may reasonably request in connection with its their preparation of any filing or submission that is necessary under the HSR ActAct or the Foreign Competition Laws set forth on Section 6.8(a) and will provide any supplemental information requested by any Governmental Body as promptly as practicable. OpCo Purchaser will use commercially reasonable efforts to comply as promptly as practicable with any requests made for any additional information in connection with such filings. OpCo Purchaser will be responsible for all filing fees payable in connection with such respective filings. (b) Subject to the immediately following sentence, the Company and (ii) each Purchaser will use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act or such Foreign Competition Laws for the consummation of this Agreement and the transactions contemplated hereby and will keep the each other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirementsfrom, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity Body and will comply promptly with any such inquiry or request. OpCo Purchaser shall take the lead in coordinating any filings and obtaining any necessary approvals of any Governmental Body under the HSR Act and applicable Foreign Competition Laws and, without limiting any of OpCo Purchaser’s obligations hereunder, shall determine the strategy to be pursued and lead the effort to obtain all necessary actions or nonactions and consents from Governmental Bodies in connection with any filings made pursuant to Section 8.1 or the transactions contemplated by this Agreement and (ii) any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party. (c) Notwithstanding the foregoing, nothing in this Section 6.8 or otherwise in this Agreement shall requirerequire a Purchaser or its Affiliates (for purposes of this Section 6.8(b) only, including any “portfolio company” of such Purchaser and without giving effect to the proviso in the definition of “Affiliates”) (1) to propose, negotiate, effect or agree to, the sale, divestiture, license, holding separate, or be construed to requireother disposition or restriction of any assets or businesses of such Purchaser, its Affiliates, the Parties Company, the OpCo Acquired Assets or the PropCo Acquired Assets; (2) to litigate or contest any administrative or judicial action or proceeding or any of decree, judgment, injunction or other Order, whether temporary, preliminary or permanent; or (3) to make any payments to any Governmental Bodies in connection with any antitrust notifications other than any antitrust filing fees. (c) The Parties commit to instruct their respective Affiliates counsel to offer cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act or agree to (A) such Foreign Competition Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after to keep each other appropriately informed of communications from and to personnel of the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or reviewing Governmental Bodies and (ii) any conditions relating to, or changes or restrictions in, to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the operations content of any such assetscontacts or presentations. Neither the Company nor Purchasers will participate in any meeting or discussion with any Governmental Body with respect of any such filings, businessesapplications, equity holdingsinvestigation or other inquiry without giving the other Parties prior notice of the meeting or discussion and, intellectual property to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or interests discussion (including but not which, at the request of any Purchaser or the Company, will be limited to outside antitrust counsel only). Each Party will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) and approve the content of any requirements presentations, white papers or other written materials to enter into new contracts or modify or terminate existing contracts) or (B) be submitted by the other Parties to any material modification or waiver Governmental Body in advance of the terms and conditions of this Agreementany such submission.

Antitrust Notification. (a) Buyer and Seller and Buyer shall file, (i) make or shall cause to be made all filings required of each of them or any of their ultimate parent entities respective Affiliates as defined in required under the HSR Act and its implementing rules thereto or other Antitrust Laws with respect to file, the Transactions as soon promptly as practicable (but not later than seven (7) and, in any event, within ten Business Days) Days after the Effective Date, any notifications date of this Agreement in the case of all filings required under the HSR Act, and shall respond (ii) comply as promptly as reasonably practicable to all inquiries with any request or requests under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Affiliates from the Federal Trade CommissionFTC, the Antitrust Division of the Department of Justice or any other Governmental Entity for additional information Body in respect of such filings or documentation. In connection therewith, the Parties shall, or shall cause their respective Affiliates to, (i) furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Acttransactions, and (iiiii) keep the cooperate with each other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in all reasonable respects in connection with any filings made pursuant to Section 8.1 or the transactions contemplated by this Agreement and such filing (ii) any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In additionincluding, to the extent reasonably practicablepermitted by applicable law, providing copies of all discussionssuch documents to the non-filing parties prior to filing and considering all reasonable additions, telephone callsdeletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each Party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the Transactions. Each Party shall promptly inform the other Parties of any oral communication with, and meetings provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No Party shall independently participate in any formal meeting with a any Governmental Entity regarding Body in respect of any such filings, investigation, or other inquiry without giving the transactions contemplated other parties hereto prior notice of the meeting and, to the extent permitted by this Agreement shall include representatives of both Partiessuch Governmental Body, the opportunity to attend and/or participate. Subject to applicable Legal RequirementsLaw, the Parties will consult and cooperate with each other one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Partyparty hereto relating to proceedings under the HXX Act or other Antitrust Laws. Seller and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.4(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Buyer and Seller shall share equal responsibility for all filing and other similar fees payable in connection with the filings referenced in this Section 6.4(a). (cb) Buyer and Seller shall respond promptly to inquiries from applicable Governmental Bodies for supplemental information and shall use commercially reasonable efforts to respond to any objections as may be asserted by the FTC or any Governmental Body with respect to the Transactions under the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any Transaction as in violation of the HSR Act or any Antitrust Law, each of Buyer and Seller shall cooperate and use commercially reasonable efforts to contest and resist any such Legal 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 Transaction, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement (such agreement not to be unreasonably conditioned, withheld or delayed), Buyer and Seller decide that litigation is not in their respective best interests. Each of Buyer and Seller shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding the foregoing, nothing in this Agreement no event shall requireBuyer be required to hold separate or to divest any Asset, or be construed to requireany portion of the businesses, the Parties product lines or assets of Buyer or any of their respective its Affiliates or otherwise to offer modify the business of Buyer or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreementits Affiliates.

Antitrust Notification. (a) Seller and Buyer Within [*] following the delivery of a Final Exercise Notice, FibroGen shall file, or shall cause their ultimate parent entities as defined in provide written notice to Fortis whether notification under the HSR Act is required or not in connection with the transactions contemplated by this Agreement. If such notice is provided and its implementing rules thereto to file, as soon as practicable (but not later than seven (7) Business Days) after the Effective Date, any notifications required notification under the HSR ActAct is required, Fortis and shall respond FibroGen shall, as promptly as practicable to all inquiries or requests received from following delivery of such notice (and in any event, no less than [*] of such notice) file with the Federal Trade CommissionFTC and the DOJ the premerger notification and report form, the Antitrust Division if any, required as a result of the Department of Justice or Merger and the other transactions contemplated hereby, and shall include any other Governmental Entity for additional supplemental information or documentation. In requested in connection therewith, pursuant to the HSR Act. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. The Parties shall, or shall cause their respective Affiliates to, (i) work together and shall furnish to the other Party one another such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that which is necessary under the HSR Act, and (ii) . The Parties shall keep the other Party reasonably one another apprised of the status of any communications with, and any inquiries or requests for additional information from from, the FTC, the DOJ or any other applicable Governmental Entity. (b) , and shall comply promptly with any such inquiry or request. Subject to applicable confidentiality restrictions or restrictions required by applicable Legal RequirementsLaw, each Party will notify of Fortis and FibroGen shall have the right to review and comment in advance, and each shall consult with the other promptly upon the receipt of (i) in connection with any comments filing made with, or questions from written materials submitted to, any Governmental Entity in connection with any filing, investigation, or proceeding in connection with this Option Agreement or the transactions contemplated hereby. In connection with such collaboration, the Fortis and FibroGen each shall act reasonably and as promptly as practicable, including permitting a representative of the other to attend any meetings with a Governmental Entity, so long as permitted by that Governmental Entity. Notwithstanding the foregoing, neither Fortis nor FibroGen shall be required to provide business documents deemed highly confidential by the possessing Party (including documents submitted as attachments to the Party’s Notification and Report Form under the HSR Act) to the other Party. (b) From and after filings with the DOJ and FTC are made pursuant to Section 8.1 or 8.3(a), Fortis and FibroGen shall each use [*] to obtain any clearance required under the transactions contemplated by this Agreement and HSR Act (ii) the “HSR Approval”), including replying at the earliest practicable date to any request by any Governmental Entity requests for information received from the FTC or documents relating DOJ pursuant to an investigation the HSR Act and making any permitted request for early expiration or termination of the transactions contemplated by this Agreement. Without limiting applicable waiting periods under the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any PartyHSR Act as soon as possible. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or be construed to require, the Parties or any of their respective Affiliates to offer or agree to (A) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreement.

Antitrust Notification. (a) Seller and Buyer shall file, or shall cause their ultimate parent entities as defined in Each party from whom a filing under the HSR Act and its implementing rules thereto would be required in order for the transactions contemplated hereby to filebe consummated lawfully shall, as soon promptly as practicable (but not in no event later than seven (7) two Business Days) after following the Effective Datedate hereof, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from file with the Federal Trade Commission, Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) all materials initially required to be filed under the HSR Act in connection with this transaction. As promptly as practicable following the date hereof, each party shall make all other filings necessary or appropriate under any other Governmental Entity for additional information applicable foreign Antitrust Law in connection with the transactions contemplated hereby or documentationby the Transaction Documents. In connection therewithTo the extent permitted by applicable Legal Requirements, the Parties shall, or shall cause their respective Affiliates to, (i) request expedited treatment of any such filings and shall work together and shall furnish to the other Party one another such necessary information and reasonable assistance as the other Party may reasonably request require in connection with its preparation of any filing or submission that is necessary under the HSR ActAct or other Antitrust Law. To the extent permitted by applicable Legal Requirements, and (ii) the Parties shall keep the other Party reasonably one another apprised of the status of any of, and give each other advance notice of, and a meaningful opportunity to review, all communications with, and any all inquiries or requests for additional information from from, the FTC, the DOJ or any other applicable Governmental Entity, and shall comply promptly with any such reasonable inquiry or request. To the extent permitted by the relevant Governmental Entity, the Parties shall permit one another to attend all meetings or conferences between one or more of the Parties and one or more Governmental Entity under the HSR Act or other Antitrust Law. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity under any Antitrust Law in connection with any transaction contemplated hereby. (b) Subject The Parties shall use commercially reasonable efforts to applicable confidentiality restrictions obtain all clearances, actions, or restrictions nonactions required under the HSR Act or any other Antitrust Law to consummate the transactions contemplated hereby or by applicable Legal Requirementsthe Transaction Documents. Notwithstanding anything to the contrary contained in this Agreement, each Party will notify the other promptly upon the receipt of Neither Company nor Parent shall have any obligation under this Agreement to: (i) any comments divest, sell, dispose of or questions from any Governmental Entity in connection with any filings made pursuant to Section 8.1 or the transactions contemplated by this Agreement and (ii) any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party. (c) Notwithstanding the foregoing, nothing in this Agreement shall requiretransfer, or be construed cause any of their respective Affiliates to requiredivest, sell, dispose of or transfer, any assets or operations, or to commit to cause any of the Parties or any of their respective Affiliates to offer or agree to (A) (i) divest, sell, hold, hold separate, divest, license, dispose of or transfer any assets or operations; (ii) discontinue or limitcause any of their respective Affiliates to discontinue offering any product or service, or commit to cause any of the Parties or any of their respective Affiliates to discontinue offering any product or service; (iii) license or otherwise make available, or cause any of their respective Affiliates to license or otherwise make available, to any person, any Intellectual Property, or commit to cause any of the Parties or any of their respective Affiliates to license or otherwise make available to any person any Intellectual Property; (iv) hold separate or cause any of their respective Affiliates to hold separate any assets or operations (either before or after the Closing Date, any assets, businesses, equity holdings, intellectual propertyClosing), or other interests commit to cause any of the Parties or any of their respective Affiliates to hold separate any assets or operations; or (iiv) make any conditions relating to, commitment or changes cause any of their respective Affiliates to make any commitment (to a Governmental Entity or restrictions in, otherwise) regarding the future operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms Parties or the business of any of the Parties. (c) Parent, on the one hand, and conditions the Company Stockholders, on the other hand, shall equally share the payment of this Agreementthe filing fees required under the HSR Act and any other filings made under any Antitrust Law in connection with the transactions contemplated hereby.

Antitrust Notification. (a) Seller The Company and Buyer the Purchaser shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than two (2) Business Days following the execution and delivery of this Agreement, file with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (“DOJ”), the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall file, or shall cause their ultimate parent entities as defined in specifically request early termination of the waiting period prescribed by the HSR Act and its implementing rules thereto to file, as soon as practicable (but not later than seven (7ii) Business Days) after the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity Body, any other filings, reports, information and documentation required for additional information or documentationthe transactions contemplated hereby pursuant to any Other Antitrust Regulations. In connection therewith, Each of the Parties shall, or Company and the Purchaser shall cause their respective Affiliates to, (i) furnish to the other Party each other’s counsel such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR ActAct and any Other Antitrust Regulations. The Purchaser and the Company shall initially share equally in the payment of all filing fees and local counsel fees payable in connection with the filings described in the first sentence of this Section 10.04(a); provided, that if the Closing occurs, the Purchaser shall reimburse the Stockholders and the Optionholders at Closing for all such amounts paid by the Company as an increase in the Closing Cash Proceeds pursuant to Section 2.02(a). (iib) The Company and the Purchaser shall use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Regulations for the consummation of this Agreement, the Merger and the transactions contemplated hereby and shall keep the each other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from any Governmental Body and shall comply promptly with any such inquiry or request. Notwithstanding anything to the applicable Governmental Entity. contrary in this Agreement, neither the Purchaser nor any of its Affiliates (bwhich for purposes of this sentence shall include the Company) Subject to applicable confidentiality restrictions or restrictions required shall be required, in connection with the matters covered by applicable Legal Requirementsthis Section 10.04, each Party will notify the other promptly upon the receipt of (i) to commence or defend any comments or questions from any Governmental Entity in connection with any filings made pursuant to Section 8.1 or the transactions contemplated by this Agreement and litigation, (ii) to hold separate (including by trust or otherwise) or divest any of their respective businesses, product lines or assets, (iii) to agree to any limitation on the operation or conduct of their or the Company’s or any of its Subsidiaries’ respective businesses or (iv) to waive any of the conditions set forth in Article IV of this Agreement; provided, however, that at the request by of the Company, the Purchaser and its Affiliates shall be obligated to administratively contest any Governmental Entity for information ruling, Order, Proceeding or documents relating other action of the FTC or the DOJ pursuant to an investigation of the HSR Act respecting the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or be construed The parties hereto commit to require, the Parties or any of instruct their respective Affiliates counsel to offer or agree cooperate with each other and use commercially reasonable efforts to (A) facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Regulations at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) sellto keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Bodies, holdand (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Purchaser shall participate in any meeting or discussion with any Governmental Body with respect of any such filings, hold separateapplications, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual propertyinvestigation, or other interests inquiry without giving the other party prior notice of the meeting or (ii) any conditions relating todiscussion and, or changes or restrictions into the extent permitted by the relevant Governmental Body, the operations opportunity to attend and participate in such meeting or discussion (which, at the request of either the Purchaser or the Company, shall be limited to outside antitrust counsel only). The Company and the Purchaser shall each approve in the content of any presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (B) any material modification or waiver of the terms and conditions of this Agreementsubmission.