Common use of Certain Governmental Approvals Clause in Contracts

Certain Governmental Approvals. Seller shall cooperate with Buyer and Buyer will use all commercially reasonable efforts after Closing to obtain the unconditional approval by the MMS, the BLM and the SMB of the assignments and conveyances of lease(s) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates or is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make application to the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator with respect to the Assets, as well as for a right of use and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to the assignments described in this Section 17.1 are obtained, however, the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreement.

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Buyer the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable. (b) Without limiting the generality of the undertakings pursuant to Section 5.3(a) above: (i) Seller and Buyer will use shall, as promptly as practicable, but in no event later than (x) ten (10) Business Days after the date hereof, file the notification and report form pursuant to the HSR Act and (y) fifteen (15) Business Days after the date hereof, effect all commercially reasonable efforts after Closing other necessary notifications, or registrations to obtain the unconditional approval Required Antitrust Approvals, in each case as required for the transactions contemplated hereby; (ii) Seller and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) Seller and Buyer shall use reasonable best efforts to make, as promptly as practicable following the MMSdate hereof, any filings or notifications with the State Department’s Directorate of Defense Trade Controls that are required under ITAR, including applicable notifications contemplated under 22 C.F.R. § 122.4. (iv) Seller and Buyer shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other orally of such communications) between Seller or Buyer and their representatives and counsel, as the case may be, or any of their respective Subsidiaries, and any Governmental Authority with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any Regulatory Law, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of Seller and Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law unless the other party has given its prior written consent to such extension or delay; and (v) without limiting Section 5.3(b)(iv) above, each of Seller and Buyer, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the acquisition of the FH Shares, the BLM and Acquired FH Assets or the SMB other transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the assignments acquisition of the FH Shares, the Acquired FH Assets or the other transactions contemplated by this Agreement, shall use its reasonable best efforts necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement unless, by mutual agreement, Seller and conveyances of lease(sBuyer decide that litigation is not in their respective best interests. (c) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates that (i) any Non-Material Antitrust Approval of any Governmental Authority is not obtained on or is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make application prior to the MMS Closing Date or (ii) there exists, at such time as the conditions to qualify the Closing shall have been satisfied or continue waived (if other than those conditions that are satisfied by action taken at the Closing, provided, that such conditions would be so satisfied), any further qualification is necessary or required by MMS) as operator Regulatory Law (except with respect to the AssetsRequired Antitrust Approvals) that makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement (each of clauses (i) and (ii), as well as for a right “Delayed Antitrust Approval”), then Seller and Buyer shall effect the Closing (including payment of use and easement as the entire Preliminary Purchase Price), subject to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required terms of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvalsthis Agreement (including, including but not limited to, the purchase and posting of any and all bondsSection 8.1(b)), supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to all FH Shares, the assignments described Acquired FH Assets and Assumed Liabilities outside of the jurisdiction of any such Governmental Authority or such Regulatory Law; provided, however, that the obligations of the parties hereto set forth in this Section 17.1 are 5.3 shall continue with respect to each such Delayed Antitrust Approval until such Delayed Antitrust Approval is obtained, howeverand upon receipt of such Delayed Antitrust Approval, the following parties hereto shall occur: 17.1.1 As necessaryeffect the transfer of the affected FH Shares, Acquired FH Assets and Assumed Liabilities in accordance with this Agreement and the applicable Local Purchase Agreement. Each such transfer, upon occurrence, shall be retroactive to and be deemed to have occurred on the Closing Date. Furthermore, as of the Closing Date, Seller and Buyer shall, subject to applicable Law, enter into mutually agreeable alternative business arrangements consistent with the terms of this Agreement or other arrangements which provide Buyer with the net economic benefit or loss (after taking into account any adverse Tax consequences to Seller) of, and liability for, the affected FH Shares, the FH Assets and Assumed Liabilities from and after the Closing Date and continuing until each Delayed Antitrust Approval is obtained. Notwithstanding the foregoing, in the event that any Delayed Antitrust Approval has not been obtained within twenty-four (24) months of the Closing Date, Seller shall continue have the right at any time thereafter, in its sole discretion, to hold record title sell any of the affected FH Shares, the FH Assets or Assumed Liabilities to a third party at a price determined in good faith by Seller to be a commercially reasonable price, and upon consummation of any such sale, (x) Seller shall pay the proceeds of such sale to Buyer (provided that Seller may reduce such payment by an amount equal to its fees and expenses (or an estimate thereof) and any Taxes payable as a result of such sale) and (y) the obligations of the parties pursuant to this Section 5.3(c) (other than pursuant to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions preceding clause (x)) with respect to such FH Shares, the FH Assets or Assumed Liabilities shall cease. (d) None of Buyer or the Subsidiaries of Buyer shall, and shall not cause any Person to, without the prior consent of Seller, acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or enter into any definitive agreement to so acquire, any assets of or any equity in any other than those which are purely administrative Person or ministerial any business or division thereof (excluding, for the avoidance of doubt, any acquisition of any goods or services in naturethe ordinary course of business), unless otherwise specifically requested and authorized that acquisition or agreement would not reasonably be expected to, in any material respect, (x) increase the risk of not obtaining any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by Buyer in writingthis Agreement or the expiration or termination of any waiting period under any Regulatory Law; and 17.1.4 Buyer shall continue (y) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or materially increase the risk of not being able to maintain and provide at its cost remove any such order on appeal or otherwise; or (z) delay or prevent the insurance coverages with minimum limits consummation of liability as set forth in Section 10.1.5 of the transactions contemplated by this Agreement. (e) Buyer shall use reasonable best efforts to cause the shares of Buyer Common Stock constituting the Buyer Stock Consideration to be approved for listing on the NYSE, with such listing to be effective as of the Closing, subject only to official notice of issuance.

Certain Governmental Approvals. Seller Buyer shall cooperate with Buyer and Buyer will use all commercially reasonable its best efforts after Closing to obtain the unconditional approval by the MMS, MMS of (i) the BLM Assignments of Record Title to Oil and Gas Lease(s) in the SMB of the assignments and conveyances of lease(s) form attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" Exhibit C; (ii) the Assignments of Oil and "B-7". Gas Lease Operating Rights in the form attached hereto as Exhibit D; and (iii) the Assignments of Rights of Way in the form attached hereto as Exhibit E. In the event Buyer operates or its nominated operator is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make ensure that it or the successor operator makes application to the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator with respect to that portion of the Assets, as well as for a right of use and easement as to the pipeline(s) and platforms included in the AssetsAssets it will operate. Buyer shall take any actions reasonably required of Buyer it by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer it pursuant to OPA and 30 CFR Parts 250 C.F.R §§ 250.7, 256.58, 256.59, and 256 256.61 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals approval with respect to the assignments an assignment described in this Section 17.1 are 15.18 is obtained, however, the following shall occur: 17.1.1 As necessary, (a) Seller shall continue to hold the operating rights and record title to the applicable Assets as nominee for Buyer; 17.1.2 (b) Buyer's ’s indemnity under Section 13.3.1 13.3 shall include any and all Claimsclaims, costs and expenses of any kind or character relating to such the Assets accruing after Closingthe Effective Time including but not limited to any bonding or regulatory costs incurred by Seller; 17.1.3 (c) Seller shall act as Buyer's ’s nominee with respect to the Assets but shall be authorized to act only upon and in accordance with Buyer's ’s specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 (d) Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in reviewed by Seller under Section 10.1.5 8.7 of this Agreement.. If the MMS does not, within twelve months from the Closing Date, approve all (i) the Assignments of Record Title of the Leases into Buyer, (ii) the Assignments of Oil and Gas Lease Operating Rights into Buyer, and (iii) the Assignments of Rights of Way into Buyer, then:

Certain Governmental Approvals. Seller Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Buyer the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable. (b) Without limiting the generality of the undertakings pursuant to Section 5.3(a) above: (i) Seller and Buyer will use shall, as promptly as practicable, but in no event later than (x) ten (10) Business Days after the date hereof, file the notification and report form pursuant to the HSR Act and (y) fifteen (15) Business Days after the date hereof, effect all commercially reasonable efforts after Closing other necessary notifications, or registrations to obtain the unconditional approval by Required Antitrust Approvals, in each case as required for the MMStransactions contemplated hereby; (ii) Seller and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law in connection with the BLM execution and delivery of this Agreement and the SMB consummation of the assignments transactions contemplated by this Agreement and conveyances of lease(s(B) attached hereto as Exhibits "B-1"timely making all such filings and timely seeking all such consents, "B-2"permits, "B-4", "B-5", "B-6" authorizations or approvals; (iii) Seller and "B-7". In the event Buyer operates or is elected successor operator under the operating agreements applicable shall use reasonable best efforts to any of the Leases, if applicable, Buyer also obligates itself to make application to the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator with respect to the Assetsmake, as well promptly as for a right practicable following the date hereof, any filings or notifications with the State Department’s Directorate of use and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably Defense Trade Controls that are required of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvalsunder ITAR, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals with respect to the assignments described in this Section 17.1 are obtained, however, the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity applicable notifications contemplated under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreement22 C.F.R. § 122.4.

Certain Governmental Approvals. Seller Buyer shall cooperate with Buyer and Buyer will use all its commercially reasonable efforts after Closing to obtain the unconditional approval by the MMS, MMS of (i) the BLM Assignments of Record Title to Oil and Gas Lease(s) (Offshore) in the SMB of the assignments and conveyances of lease(s) form attached hereto as Exhibits Exhibit "B-1E", ; (ii) the Assignments of Oil and Gas Lease Operating Rights (Offshore) in the form attached hereto as Exhibit "B-2F", ; and (iii) the Assignments of Rights of Way (Offshore) in the form attached hereto as Exhibit "B-4", "B-5", "B-6" and "B-7H". In the event Buyer operates or its nominated operator is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make ensure that it or the successor operator makes application to the MMS to qualify or continue (if any further qualification is necessary or required by MMS) as operator with respect to that portion of the Assets, as well as for a right of use and easement as to the pipeline(s) and platforms included in the AssetsAssets it will operate. Buyer shall take any actions reasonably required of Buyer it by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer it pursuant to OPA and 30 CFR Parts 250 C.F.R Sections 250.7, 256.58, 256.59, and 256 256.61 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals approval with respect to the assignments an assignment described in this Section 17.1 are is obtained, however, the following shall occur: 17.1.1 As necessary, Seller (a) Sellers shall continue to hold the operating rights and record title to the applicable Assets as nominee for Buyer; 17.1.2 (b) Buyer's indemnity under Section 13.3.1 13.3 shall include any and all Claimsclaims, costs and expenses of any kind or character relating to such Assets accruing after Closingthe Effective Time including but not limited to any bonding or regulatory costs incurred by Sellers; 17.1.3 Seller (c) Sellers shall act as Buyer's nominee with respect to such Assets but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller Sellers shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 (d) Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 10.1(f) and (g) of this Agreement.. If the MMS does not, within nine (9) months from the Closing Date, approve all (i) the Assignments of Record Title of the Leases (Offshore) into Buyer, (ii) the Assignments of Oil and Gas Lease Operating Rights (Offshore) into Buyer, and (iii) the Assignments of Rights of Way (Offshore) into Buyer, then:

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement and including Section 5.1(b)(vi) below, Fermat and Descartes shall cooperate use their respective reasonable best efforts (subject to, and in accordance with, Antitrust Laws) to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Antitrust Law to consummate and make effective in the most expeditious manner possible the Acquisitions and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Acquisitions and the other transactions contemplated by this Agreement, (ii) subject to Section 5.1(b)(vi), taking all actions necessary to obtain (and cooperating with Buyer each other in obtaining) any Approval of any third party, including any Governmental Entity (which actions shall include furnishing all information as may be required in connection with Approvals under Antitrust Laws) required to be obtained or made by Fermat or Descartes or any of their respective Subsidiaries in connection with the Acquisitions or the other transactions contemplated by this Agreement, and Buyer (iii) subject to Section 5.1(b)(vi), the execution and delivery of any additional instruments necessary to consummate the Acquisitions and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. (b) Without limiting the generality of the undertaking pursuant to Section 5.1(a) above: (i) Fermat and Descartes shall each keep the other apprised of the status of matters relating to the completion of the Acquisitions and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Ag Regulatory Approvals and H&N Regulatory Approvals. In that regard, subject to the Non-Disclosure Agreement and Section 5.4, each party shall promptly consult with the other party to this Agreement to provide any necessary information with respect to (and, in the case of correspondence, provide the other party (or their counsel) copies of) all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement, the Acquisitions and the other transactions contemplated by this Agreement. Subject to the Non-Disclosure Agreement and Section 5.4 of this Agreement, each party shall promptly inform the other party, and if in writing, furnish the other party with copies 1414958.12A-NYCSR03A - MSW of (or, in the case of oral communications, advise the other party orally and in writing of) any communication from or with any Governmental Entity regarding the Acquisitions and the other transactions contemplated by this Agreement, and permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed communication (whether written or oral) with any such Governmental Entity. If either party or any Representative of such party receives a request for additional information or documentary material from any Governmental Entity with respect to either of the Acquisitions or the other transactions contemplated by this Agreement, then such party will use its reasonable best efforts to make, or cause to be made, promptly and after consultation with the other party, an appropriate response in compliance with such request. Neither party hereto nor its Representatives shall participate in any substantive meeting or discussion with any Governmental Entity or representative thereof in connection with this Agreement, either of the Acquisitions or any of the other transactions contemplated by this Agreement (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Subject to the Non-Disclosure Agreement and Section 5.4, each party shall furnish the other party with copies of all commercially correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement, either of the Acquisitions or any of the other transactions contemplated by this Agreement, and furnish the other party with such necessary information and reasonable efforts assistance as the other party may reasonably request in connection with its preparation of filings or submissions of information to any such Governmental Entity. Fermat and Descartes may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1 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 permission is obtained in advance from the source of the materials (Fermat or Descartes, as the case may be); provided that materials provided pursuant to this Section 5.1(b) may be redacted (i) to remove references concerning the valuation of or future plans for the Ag Business or the H&N Business, as applicable, (ii) as necessary to comply with contractual obligations, and (iii) as necessary to address reasonable privilege concerns. (ii) Fermat and Descartes shall, as promptly as practicable, but in no event later than (A) fifteen (15) Business Days after Closing the date hereof, file the notification and report form pursuant to the HSR Act and (B) as promptly as reasonably practicable (and in any event within twenty (20) Business Days) after the date hereof, submit all other notifications (in final form or, where applicable, draft form) or registrations to obtain the unconditional approval Ag Regulatory Approvals and H&N Regulatory Approvals, in each case as required for the transactions contemplated hereby; 1414958.12A-NYCSR03A - MSW (iii) Fermat and Descartes shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities under any other applicable Antitrust Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement (including any post-Closing filings) and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iv) Each of Fermat and Descartes shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the MMSAg Acquisition, the BLM and the SMB H&N Acquisition, or any of the assignments and conveyances of lease(s) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7"other transactions contemplated by this Agreement under any Antitrust Laws. In connection therewith, if any Proceeding, audit, review, inquiry, examination, or investigation (“Action”) is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Antitrust Laws, each of Fermat and Descartes shall cooperate and use their respective reasonable best efforts to vigorously contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any Judgment whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Ag Acquisition, the H&N Acquisition, or any of the other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal. (v) Fermat shall, at Fermat’s sole cost, use its reasonable best efforts to take, or cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all Ag Regulatory Approvals in connection with the consummation of the Ag Acquisition, as promptly as practicable, and all H&N Regulatory Approvals in connection with the consummation of the H&N Acquisition, as promptly as practicable. Notwithstanding the foregoing, Fermat shall proffer to, and shall, and shall cause its Subsidiaries to, (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses constituting the Acquired Ag Assets or any other assets or businesses now owned or presently or hereafter sought to be acquired by Fermat or its Subsidiaries; (B) terminate any existing relationships and contractual rights and obligations; (C) amend or terminate such existing licenses or other intellectual property agreements and enter into such new licenses or other intellectual property agreements (and, in each case, enter into agreements with the relevant Governmental Entity giving effect thereto); (D) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Fermat’s or its Subsidiaries’ rights of ownership in, or ability to conduct the business of, one or more of its or their operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the Ag Business or any of the Acquired Ag Assets; and (E) enter into agreements, including with the relevant Governmental Entity, giving effect to the foregoing clauses (A) through (D), in each case as promptly as practicable (but in any event Buyer operates or prior to the Outside Date) 1414958.12A-NYCSR03A - MSW after it is elected successor operator under determined that such action is necessary to obtain approval for consummation of the operating agreements applicable transactions contemplated by this Agreement by any Governmental Entity. In furtherance of the foregoing, Fermat shall, and shall cause its Subsidiaries to, keep Descartes fully informed of all matters, discussions and activities relating to any of the Leasesmatters described in or contemplated by clauses (A) through (E) of this Section 5.1(b)(v); (vi) Without limiting Section 5.1(b)(v) in any respect, if applicable, Buyer also obligates itself to make application subject to the MMS proviso in the next succeeding sentence, Descartes shall, at Descartes’s sole cost, use its reasonable best efforts to qualify take, or continue cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all H&N Regulatory Approvals in connection with the consummation of the H&N Acquisition, as promptly as practicable, and all Ag Regulatory Approvals in connection with the consummation of the Ag Acquisition, as promptly as practicable. In furtherance of the foregoing, Descartes shall proffer to, and shall, and shall cause its Subsidiaries to, (if A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses constituting the Acquired H&N Assets or any further qualification other assets or businesses now owned or presently or hereafter sought to be acquired by Descartes or its Subsidiaries; (B) terminate any existing relationships and contractual rights and obligations; (C) amend or terminate such existing licenses or other intellectual property agreements and enter into such new licenses or other intellectual property agreements (and, in each case, enter into agreements with the relevant Governmental Entity giving effect thereto); (D) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Descartes’s or its Subsidiaries’ rights of ownership in, or ability to conduct the business of, one or more of its or their operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the H&N Business or any of the Acquired H&N Assets; and (E) enter into agreements, including with the relevant Governmental Entity, giving effect to the foregoing clauses (A) through (D), in each case as promptly as practicable (but in any event prior to the Outside Date) after it is determined that such action is necessary to obtain approval for consummation of the transactions contemplated by this Agreement by any Governmental Entity (the actions described in clauses (A) through (E), collectively, the (“H&N Divestiture Actions”); provided, however, that in no event shall Descartes or any of its Subsidiaries be required by MMS) as operator to take any H&N Divestiture Action if such H&N Divestiture Action, taken together with all other H&N Divestiture Actions undertaken with respect to the Assets, as well as for a right of use matters contemplated by this Section 5.1(b)(vi) (and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required of Buyer by the MMS or any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals undertaken with respect to the assignments Ag Acquisition or in connection with obtaining any Ag Regulatory Approvals) would reasonably be likely to result in the one-year loss of revenues to Descartes, DowDuPont Inc., their respective Subsidiaries or the H&N Business (as measured by annual revenues in the fiscal year ended December 31, 2016) in excess of $350 million in the aggregate (such a result, a (“Substantial Detriment”). In furtherance of the foregoing, Descartes shall, and shall cause its Subsidiaries to, keep Fermat fully informed of all matters, 1414958.12A-NYCSR03A - MSW discussions and activities relating to any of the matters described in or contemplated by clauses (A) through (E) of this Section 17.1 are obtained, however, the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreement5.1(b)(vi).

Certain Governmental Approvals. Seller (a) Subject to Section 5.3(b)(iv) and (b)(v) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (i) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law, (ii) the defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (iii) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Without limiting the generality of the undertakings pursuant to Section 5.3(a) above: (i) APD and Buyer shall, as promptly as practicable, file the notification and report form pursuant to the HSR Act and effect all other necessary notifications, or registrations to obtain the Required Governmental Approvals, in each case as required for the transactions contemplated hereby and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other filings required in connection with any other Required Governmental Approvals or Regulatory Law; (ii) APD and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) Buyer shall be entitled to direct the antitrust defense of the transactions contemplated by this Agreement in any investigation or litigation or negotiations with any Governmental Authority or any other Person related to the regulatory filings, provided that Buyer shall consult with and consider in good faith the views of APD. APD and Buyer shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other orally of such communications) between APD or Buyer and their representatives and counsel, as the case may be, or any of their respective Subsidiaries, and any Governmental Authority with respect to such transactions. APD and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any Regulatory Law, and shall comply promptly with any such reasonable inquiry or request. APD and Buyer shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of APD and Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law unless the other party has given its prior written consent to such extension or delay, such consent not to be unreasonably conditioned, withheld or delayed; (iv) With respect to the assets, businesses, operations and product lines described in Section 5.3(b)(iv) of the Seller’s Disclosure Schedule Buyer shall, at Buyer’s sole cost, use its best efforts to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all Required Governmental Approvals in connection with the consummation of the transactions contemplated by this Agreement, as promptly as practicable. In furtherance of the foregoing, Buyer shall use its best efforts to proffer to, and shall, use its best efforts to (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses of the Transferred PMD Companies or any of Buyer’s other assets or businesses now owned or presently or hereafter sought to be acquired by Buyer (including pursuant to this Agreement); (B) terminate any existing relationships and contractual rights and obligations; (C) amend or terminate such existing licenses or other intellectual property agreements and to enter into such new licenses or other intellectual property agreements; (D) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Buyer’s or the Transferred PMD Companies’ rights of ownership in, or ability to conduct the business of, one or more of its operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the PMD Business or any of the PMD Assets; and (E) enter into agreements, including with the relevant Governmental Authority, giving effect to the foregoing clauses (A) through (D), in each case as promptly as possible (but in any event at least five (5) Business Days prior to the Outside Date) after it is determined that such action is necessary to obtain approval for consummation of the transactions contemplated by this Agreement by any Governmental Authority. For purposes of this Section 5.3(b)(iv), “best efforts” shall include taking each of the actions set forth in the foregoing clauses (A) through (E) above within Buyer’s control, including selling or otherwise disposing of assets or categories of assets or businesses at any price, on any terms and to any buyer, if necessary to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental Authority. Notwithstanding the foregoing, Buyer shall not be required to take any such action under this paragraph (iv) the effectiveness of which would not be conditioned upon and subject to Closing; (v) With respect to any assets, businesses, operations or product lines of APD or Buyer other than those described in paragraph (iv) above, Buyer shall, at Buyer’s sole cost, take, or cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all Required Governmental Approvals in connection with the consummation of the transactions contemplated by this Agreement, as promptly as practicable; provided, that nothing in this Section 5.3(b)(v) shall require Buyer to sell or divest any assets, businesses or product lines that would result in a Regulatory MAE. In furtherance of the foregoing, Buyer shall proffer to, and shall, (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses of the Transferred PMD Companies or any of Buyer’s other assets or businesses now owned or presently or hereafter sought to be acquired by Buyer (including pursuant to this Agreement); (B) terminate any existing relationships and contractual rights and obligations; (C) amend or terminate such existing licenses or other intellectual property agreements and to enter into such new licenses or other intellectual property agreements; (D) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Buyer’s or the Transferred PMD Companies’ rights of ownership in, or ability to conduct the business of, one or more of its operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the PMD Business or any of the PMD Assets; and (E) enter into agreements, including with the relevant Governmental Authority, giving effect to the foregoing clauses (A) through (D), in each case as promptly as possible (but in any event at least five (5) Business Days prior to the Outside Date) after it is determined that such action is necessary to obtain approval for consummation of the transactions contemplated by this Agreement by any Governmental Authority; provided, however, that Buyer shall not be required to take any such action the effectiveness of which would not be conditioned upon and subject to Closing; (vi) APD will not in connection with obtaining Required Governmental Approvals take or agree to take any action identified in the immediately preceding Section 5.3(a), without the prior written consent of Buyer, and if so requested by Buyer will use all commercially reasonable best efforts after Closing to obtain the unconditional approval by the MMSeffectuate any license, the BLM and the SMB divestiture, disposition, hold separate, or any other action of the assignments and conveyances of lease(s) attached hereto as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates or is elected successor operator under the operating agreements applicable to any of the LeasesPMD Assets or the PMD Businesses necessary to obtain Required Governmental Approvals; provided, if applicablethat, such action is conditioned on the consummation of the transactions contemplated by this Agreement; and (vii) without limiting Section 5.3(b)(iv), each of APD and Buyer, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the acquisition of the PMD Shares or the other transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the acquisition of the PMD Shares or the other transactions contemplated by this Agreement, shall use its reasonable best efforts necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement unless, by mutual agreement, APD and Buyer decide that litigation is not in their respective best interests. (c) During the period from the date of this Agreement until the Closing Date, except as required by this Agreement, Buyer also obligates itself and its Affiliates shall not, without the prior written consent of APD, engage in any action or enter into any transaction or permit any action to make application be taken or transaction to be entered into, that would, individually or in the MMS aggregate, reasonably be expected to qualify have a Buyer Material Adverse Effect. Without limiting the generality of the foregoing, none of Buyer, the Subsidiaries of Buyer, or continue their respective Affiliates shall, and shall not cause any Person to, acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (i) increase the risk of not obtaining, or cause a delay in obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any waiting period under any Regulatory Law; (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or materially increase the risk of not being able to remove any such order on appeal or otherwise; or (iii) delay or prevent the consummation of the transactions contemplated by this Agreement. (d) Buyer will pay APD a termination fee of $190,000,000 in immediately available funds within two (2) Business Days following the termination of this Agreement if any further qualification is necessary or required terminated: (i) by MMSAPD pursuant to Section 8.1(c) as operator with respect to the AssetsRegulatory Laws, (ii) by APD pursuant to Section 8.1(e) as a result of Buyer’s material breach of this Section 5.3 or (iii) by APD or Buyer pursuant to Section 8.1(b) if, as well of the Outside Date, the condition in Section 7.1(a) (if the failure to satisfy such condition is as a result of a Regulatory Law) or Section 7.1(b) had not been satisfied. For the avoidance of doubt, the termination fee shall be APD’s exclusive remedy for a right of use and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take any actions reasonably required of Buyer by the MMS or any other regulatory agencies or Governmental Body Buyer’s failure to obtain all requisite regulatory approvals, including but not limited to, the purchase and posting of any and all bonds, supplemental bonds or other securities which may be required of Required Governmental Approvals if Buyer pursuant to 30 CFR Parts 250 and 256 in excess of any existing lease, pipeline or area-wide bond(s). Until all of the governmental approvals has complied with respect to the assignments described in its obligations under this Section 17.1 are obtained, however, the following shall occur: 17.1.1 As necessary, Seller shall continue to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include any and all Claims, costs and expenses of any kind or character relating to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreement5.3.

Certain Governmental Approvals. Seller (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 5.3(b) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and use its reasonable best efforts to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable and in any event prior to the Outside Date, including using reasonable best efforts to (i) obtain all necessary actions, waivers, consents, approvals, and other Permits from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Required Governmental Approval, (ii) defend through the Outside Date any Actions, whether judicial or administrative, brought under, pursuant to, or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (iii) comply with all legal requirements under applicable Regulatory Law that may be imposed on it with respect to this Agreement or the transactions contemplated hereby, and (iv) execute and deliver of any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement on the terms and conditions contemplated hereby. Buyer and SEE shall each bear one half of all filing fees to any Governmental Authority required pursuant to applicable Regulatory Laws and all other costs incurred by SEE or Buyer will use in connection with any required waiver, consent, or approval of any Governmental Authority required pursuant to applicable Regulatory Laws, including pursuant to Section 5.3(b). (b) Without limiting the generality of the undertakings pursuant to Section 5.3(a) until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms: (i) SEE and Buyer shall, in each case, as required for the transactions contemplated hereby, (A) file the notification and report form pursuant to the HSR Act as promptly as practicable, but in no event later than fifteen (15) Business Days after the date hereof, (B) effect all commercially reasonable efforts after Closing other necessary notifications, or registrations (or drafts as applicable) to obtain the unconditional approval Required Governmental Approvals, as promptly as practicable, and in any event prior to the Outside Date, and (C) submit, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act or in connection with any other Required Governmental Approvals; (ii) SEE and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any merger control filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and (B) timely making all such filings and seeking all such consents, permits, authorizations, waivers or approvals; (iii) SEE and Buyer shall (and shall cause their respective Affiliates to) use reasonable best efforts to (A) promptly provide to the MMSother all information, documents, cooperation or assistance including access to personnel that is reasonably requested for the preparation of any filings or submissions to, or responses to requests for information from, the BLM relevant Governmental Authorities, (B) cooperate with each other in good faith to take all steps as may be reasonably necessary to obtain all necessary consents, permits, authorizations, waivers, or approvals from any Governmental Authority in connection with any Required Governmental Approvals, (C) consult in advance with each other and in good faith take the SMB other party’s views into account regarding the overall strategic direction of obtaining such Required Governmental Approvals; provided that the assignments and conveyances of lease(s) attached hereto final determination as Exhibits "B-1", "B-2", "B-4", "B-5", "B-6" and "B-7". In the event Buyer operates or is elected successor operator under the operating agreements applicable to any of the Leases, if applicable, Buyer also obligates itself to make application to the MMS appropriate course of action shall be made by Buyer acting reasonably if SEE and Buyer cannot mutually agree, and (D) consult with each other prior to qualify or continue (if taking any further qualification is necessary or required by MMS) as operator material substantive position in any written submissions or, to the extent practicable, in any material discussions with any Governmental Authority with respect to such Required Governmental Approvals; (iv) SEE and Buyer shall keep each other apprised of the Assetsstatus of matters relating to the completion of the transactions contemplated by this Agreement and reasonably promptly furnish the other with copies of notices or other material communications (or, in the case of material oral communications, advise the other orally of such communications) between SEE or Buyer or any of their respective Subsidiaries (or their respective representatives and counsel, as well the case may be), and any Governmental Authority with respect to such communications; provided that such materials may be redacted as for a right of use necessary (A) to address good faith legal privilege or confidentiality concerns or (B) to comply with applicable Law, or otherwise shared with Buyer’s external advisors on an “outside-counsel” basis. SEE and easement as to the pipeline(s) and platforms included in the Assets. Buyer shall take reasonably promptly notify each other of any actions reasonably required material inquiries or requests for additional information from any Governmental Authority pursuant to any Regulatory Law, and shall use reasonable best efforts to comply promptly with any such inquiry or request. SEE and Buyer shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of Buyer by the MMS other party in connection with, any proposed submissions or written communication to any other regulatory agencies or Governmental Body to obtain all requisite regulatory approvalsAuthority, including including, but not limited to, analyses, presentations, memoranda, briefs, written arguments, opinions, and written proposals, along with any supporting materials; provided, however, that materials may be redacted (1) to remove references concerning the purchase valuation of the Acquired Diversey Assets, the Transferred Diversey Companies, and posting the Diversey Business, as applicable; (2) as necessary to comply with any Contract or applicable Laws or orders; and (3) as necessary to address reasonable attorney-client or other legal privilege concerns, or otherwise shared with Buyer’s external advisors on an “outside-counsel” basis. Each of SEE and Buyer agrees not to participate in any material meeting or material discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law unless the other party has given its prior written consent to such extension or delay, such consent not to be unreasonably withheld; (v) Buyer shall, at Buyer’s sole cost, use reasonable best efforts to take, or cause to be taken, any and all bondsactions and use reasonable best efforts to do, supplemental bonds or cause to be done, any and all things necessary, proper or advisable to obtain all Required Governmental Approvals in connection with the consummation of the transactions contemplated by this Agreement on the terms and conditions herein, as promptly as practicable. Without limiting the foregoing, Buyer shall proffer to, and shall use reasonable best efforts to: (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, specific assets or categories of assets or businesses of the Transferred Diversey Companies and any of their Subsidiaries; (B) terminate any existing relationships and contractual rights and obligations of the Transferred Diversey Companies or any Subsidiaries or any Diversey Share Buyers or Diversey Asset Buyers; (C) amend or terminate existing licenses or other securities which may be required of Buyer pursuant to 30 CFR Parts 250 Intellectual Property agreements and 256 in excess of any existing lease, pipeline enter into new licenses or area-wide bond(s). Until all other Intellectual Property agreements of the governmental approvals Transferred Diversey Companies or any Subsidiaries or any Diversey Share Buyers or Diversey Asset Buyers; (D) make any behavioral commitments, whether or not they limit or modify the Diversey Share Buyers’, Diversey Asset Buyers’, Transferred Diversey Companies’ or any Subsidiaries’ rights of ownership in, or ability to conduct the business of, one or more of the operations, divisions, businesses, product lines, customers, or assets of the Transferred Diversey Companies or Diversey Business; and (E) enter into agreements, including with the relevant Governmental Authority, giving effect to the foregoing clauses (A) through (D), in each case, as promptly as possible (but in any event at least five (5) Business Days prior to the Outside Date) after it is reasonably determined that such action is reasonably necessary to obtain approval for consummation of the transactions contemplated by this Agreement by any Governmental Authority. In furtherance of the foregoing, Buyer shall keep SEE reasonably informed of all matters, discussions, and activities relating to any of the matters described in or contemplated by clauses (A) through (D) of this Section 5.3(b)(v); and (vi) without limiting Section 5.3(b)(v), each of SEE and Buyer, in the event that any permanent or preliminary injunction or other order is entered in any proceeding brought by any Governmental Authority that would make consummation of the acquisition of the Diversey Shares or the other transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the acquisition of the Diversey Shares or the other transactions contemplated by this Agreement, shall use its reasonable best efforts to vacate, modify, or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement unless, by mutual agreement, SEE and Buyer decide that litigation is not in their respective best interests. (c) During the period from the date of this Agreement until the earlier of the termination of this Agreement or the Closing Date (or with respect to the assignments described applicable entities or assets, such later date on which all transfers of the Transferred Diversey Companies contemplated by Section 5.16 have been completed), except as required by this Agreement, Buyer and its Affiliates shall not, without the prior written consent of SEE, engage in this Section 17.1 are obtainedor enter into any transaction that would reasonably be expected to have a Buyer Material Adverse Effect. Without limiting the generality of the foregoing, howevernone of Buyer, the following Subsidiaries of Buyer, or their respective Affiliates shall, and none of the foregoing shall occur: 17.1.1 As necessarycause any Person to, Seller shall continue acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to hold record title to the Assets as nominee for Buyer; 17.1.2 Buyer's indemnity under Section 13.3.1 shall include so acquire, any and all Claims, costs and expenses assets of or any equity of any kind other Person or character relating any business or division thereof, if that acquisition or agreement would reasonably be expected to such Assets accruing after Closing; 17.1.3 Seller shall act as Buyer's nominee but materially delay or prevent the consummation of the transactions contemplated by this Agreement. This Section 5.3 shall be authorized to act only upon and in accordance with Buyer's specific written instructions, and Seller shall have no authority, responsibility or discretion to perform any tasks or functions ’s sole obligations with respect to the Assets other than those which are purely administrative or ministerial in nature, unless otherwise specifically requested and authorized by Buyer in writing; and 17.1.4 Buyer shall continue to maintain and provide at its cost the insurance coverages with minimum limits of liability as set forth in Section 10.1.5 of this Agreementapprovals required under Regulatory Laws.