Common use of Closing Efforts; Legal Conditions to the Merger; Third-Party Consents Clause in Contracts

Closing Efforts; Legal Conditions to the Merger; Third-Party Consents. (a) Each of the parties shall use its Reasonable Best Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using its Reasonable Best Efforts to satisfy the conditions to the obligations of the other parties to consummate the Merger. (b) Each party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable Laws in connection with the consummation of the transactions contemplated by this Agreement provided that the Buyer shall pay all filing fees required under the HSR Act, and provided further that any filing fees required under any other applicable Antitrust Law shall be paid by the party obligated to pay such fees pursuant to such other applicable Antitrust Law. Without limiting the generality of the foregoing, each of the parties shall (i) promptly (and in any event within four (4) Business Days) after the date of this Agreement file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and (ii) as soon as reasonably practicable after the date of this Agreement make all appropriate filings under foreign Antitrust Laws. Each party shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided, however, that notwithstanding anything to the contrary in this Agreement, the Buyer shall not be obligated (A) to commence or defend any Legal Proceeding required to obtain any such waiver, permit, consent, approval or other authorization;

Closing Efforts; Legal Conditions to the Merger; Third-Party Consents. (a) Each Upon the terms and subject to the conditions of this Agreement, each of the parties (other than the Company Equityholder Representative) shall use its Reasonable Best Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement to be completed at Closing, including using its Reasonable Best Efforts to satisfy ensure that the conditions to the obligations of the other parties to consummate the MergerMerger are satisfied. (b) Each party (other than the Company Equityholder Representative) shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable Laws in connection with the consummation of the transactions contemplated by this Agreement provided that the Buyer shall pay all filing fees required under the HSR Act, and provided further that any filing fees required under any other applicable Antitrust Law shall be paid by the party obligated to pay such fees pursuant to such other applicable Antitrust LawAgreement. Without limiting the generality of the foregoing, each of the parties shall (i) promptly (and in any event within four five (45) Business Days) after the date of this Agreement file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and (ii) as soon as reasonably practicable after the date of this Agreement make all appropriate filings under or other applicable U.S. or foreign Antitrust antitrust Laws. Each party , shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided, however, that notwithstanding anything to the contrary in this Agreement, the Buyer shall not be obligated (Ai) to commence or defend any Legal Proceeding required to obtain any such waiver, permit, consent, approval or other authorization;authorization or (ii) to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of the Buyer or its Affiliates. (c) During the Pre-Closing Period, the Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, in each case as are required to be listed in Section 3.4(b) or (c) of the Company Disclosure Schedule.

Closing Efforts; Legal Conditions to the Merger; Third-Party Consents. (a) Each Upon the terms and subject to the conditions of this Agreement, each of the parties (other than the Company Equityholder Representative) shall use its Reasonable Best Efforts reasonable best efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement to be completed at Closing, including using its Reasonable Best Efforts reasonable best efforts to satisfy ensure that the conditions to the obligations of the other parties to consummate the MergerMerger are satisfied. (b) Each party (other than the Company Equityholder Representative) shall use its Reasonable Best Efforts reasonable best efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from any Governmental EntitiesEntity, and to effect all registrations, filings and notices with or to any Governmental EntitiesEntity, as may be required for such party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable Laws in connection with the consummation of the transactions contemplated by this Agreement provided that the Buyer shall pay all filing fees required under the HSR Act, and provided further that any filing fees required under any other applicable Antitrust Law shall be paid by the party obligated to pay such fees pursuant to such other applicable Antitrust LawAgreement. Without limiting the generality of the foregoing, each of the parties shall (i) promptly (and in any event within four (4) Business Days) after the date of this Agreement file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and (ii) as soon as reasonably practicable after the date of this Agreement make all appropriate filings under foreign Antitrust Laws. Each party shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided, however, that notwithstanding Notwithstanding anything to the contrary in this Agreement, the Buyer Parent shall not be obligated (Ai) to commence or defend any Legal Proceeding required to obtain any such waiver, permit, consent, approval or other authorization;authorization or (ii) to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of Parent or its Affiliates. (c) During the Pre-Closing Period, the Company shall use its reasonable best efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, in each case as are required to be listed in Section 3.4(b) or (c) of the Company Disclosure Schedule; provided that the Company shall not be required to incur any cost, liability or obligation, amend any agreement or relinquish any rights prior to the Closing in connection with obtaining any such waiver, consent or approval.

Closing Efforts; Legal Conditions to the Merger; Third-Party Consents. (a) Each Upon the terms and subject to the conditions of this Agreement, each of the parties (other than the Company Equityholder Representative) shall use its Reasonable Best Efforts reasonable best efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement to be completed at Closing as promptly as practicable, including using its Reasonable Best Efforts reasonable best efforts to satisfy ensure that the conditions to the obligations of the other parties to consummate the MergerMerger are satisfied. The Company shall use reasonable best efforts to take all actions and to all things necessary, proper or advisable to exercise the Drag Right, and such other actions as may reasonably be requested by Parent. (b) Each party (other than the Company Equityholder Representative) shall use its Reasonable Best Efforts reasonable best efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable Laws in connection with the consummation of the transactions contemplated by this Agreement provided that the Buyer shall pay all filing fees required under the HSR Act, and provided further that any filing fees required under any other applicable Antitrust Law shall be paid by the party obligated to pay such fees pursuant to such other applicable Antitrust LawAgreement. Without limiting the generality of the foregoing, each of the parties shall (i) promptly (and in any event within four (4) Business Days) after the date of this Agreement file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and (ii) as soon as reasonably practicable after the date of this Agreement make all appropriate filings under foreign Antitrust Laws. Each party shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided, however, that notwithstanding Notwithstanding anything to the contrary in in this Agreement, the Buyer Parent shall not be obligated (Ai) to commence or defend any Legal Proceeding required to obtain any such waiver, permit, consent, approval or other authorization;authorization or (ii) to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of Parent or its Affiliates. (c) During the Pre-Closing Period, the Company shall use its reasonable best efforts to obtain all such waivers, consents or approvals from third parties, and to give all such notices to third parties, in each case as are required to be listed in Section 3.4(b) or (c) of the Company Disclosure Schedule; provided that the Company shall not be required to incur any cost, liability or obligation, amend any agreement or relinquish any rights prior to the Closing in connection with obtaining any such waiver, consent or approval.

Closing Efforts; Legal Conditions to the Merger; Third-Party Consents. (a) Each of Subject to the parties terms hereof, including Section 6.1(b), the Company and the Buyer shall each: (i) use its Reasonable Best Efforts commercially reasonable efforts to take take, or cause to be taken, all actions actions, and do, or cause to be done, and to do assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, but in no event later than the Outside Date; (ii) use its commercially reasonable efforts to make, as promptly as practicable, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under any applicable Law including complying with any pre-merger notification requirements under any applicable Antitrust Laws; (iii) use its commercially reasonable efforts to obtain, as promptly as practicable, from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or the Buyer (or any of their Subsidiaries), respectively, in connection with the authorization, execution and delivery of this Agreement, including using its Reasonable Best Efforts to satisfy Agreement and the conditions to the obligations consummation of the other parties transactions contemplated hereby, it being understood that neither the Company nor the Buyer (or any of their Subsidiaries) shall be required to make any material payments in connection with the fulfillment of its obligations under this paragraph; and (iv) execute or deliver any additional instruments reasonably necessary to consummate the Merger. (b) Each party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entitiestransactions contemplated by, and to effect fully carry out the purposes of, this Agreement. The Company and the Buyer shall cooperate with each other in connection with the making of all registrationssuch filings, filings including providing copies of all such documents to the non-filing party and notices with its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. Except to Governmental Entitiesthe extent prohibited by applicable Law, as may be the Company and the Buyer shall furnish to each other all information required for such party any application or other filing to consummate be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement (which shall be subject to the Confidentiality Agreement or, in the case of information received by the Company, the Company and its representatives shall maintain such information in strict confidence to the extent not publicly available (other than through a breach of this provisions by the Company or any of its representatives)). For the avoidance of doubt, the Buyer and the Company agree that nothing contained in this Section 6.1(a) shall modify or affect their respective rights and responsibilities under Section 6.1(b). (b) Subject to the terms hereof, the Buyer and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to otherwise comply use their respective commercially reasonable efforts to (i) obtain any government clearances or approvals required for Closing under applicable Antitrust Laws and (ii) respond to any government requests for information under any Antitrust Law; provided that neither the Buyer nor the Company shall be required to (A) contest and resist any action, including any legislative, administrative or judicial action, or seek to have vacated, lifted, reversed or overturned any Antitrust Order that restricts, prevents or prohibits the consummation of the Merger or any other transaction contemplated by this Agreement under any Antitrust Law or (B) take any action or accept any condition that (x) is materially adverse to the business or operations of such party and its Subsidiaries or (y) would require the sale, divestiture or disposition of any material assets, properties or business held by such party or its Subsidiaries. Except to the extent prohibited by applicable Law, the parties hereto will consult and cooperate with all applicable Laws one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. (c) Without limiting any of the parties’ respective obligations set forth in any of Section 6.1(a) and Section 6.1(b), the Company or the Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, its commercially reasonable efforts to obtain any third party consents required in connection with the consummation of Merger that are (i) necessary with respect to the Company or the Buyer (or their subsidiaries), respectively, to consummate the transactions contemplated by this Agreement provided hereby, (ii) with respect to the Company and its Subsidiaries, disclosed or required to be disclosed in the Company Disclosure Schedule or (iii) required to prevent the occurrence of an event that would reasonably be expected to have a Company Material Adverse Effect or a Buyer Material Adverse Effect, respectively, prior to or after the Effective Time, it being understood that neither the Company nor the Buyer shall pay all filing fees required under the HSR Act, and provided further that any filing fees required under any other applicable Antitrust Law shall be paid by the party obligated to pay such fees pursuant to such other applicable Antitrust Law. Without limiting the generality of the foregoing, each of the parties shall (i) promptly (and in any event within four (4) Business Days) after the date of this Agreement file any Notification and Report Forms and related material that it may be required to file make any material payments in connection with the Federal Trade Commission and the Antitrust Division fulfillment of the United States Department of Justice its obligations under the HSR Act and (ii) as soon as reasonably practicable after the date of this Agreement make all appropriate filings under foreign Antitrust Laws. Each party shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided, however, that notwithstanding anything to the contrary in this Agreement, the Buyer shall not be obligated (A) to commence or defend any Legal Proceeding required to obtain any such waiver, permit, consent, approval or other authorization;Section 6.1(c).

Closing Efforts; Legal Conditions to the Merger; Third-Party Consents. (a) Each of Subject to the parties terms hereof, including Section 6.4(b), the Company and the Buyer shall each: (i) use its Reasonable Best Efforts commercially reasonable efforts (A) to take take, or cause to be taken, all actions actions, and (B) do, or cause to be done, and to do assist and cooperate with the other parties in doing, in each case, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; (ii) within five (5) Business Days after the date of this Agreement, make all necessary filings under the HSR Act and request early termination of the waiting period with respect to such filings, and thereafter make any other required submissions under the HSR Act and satisfy any related governmental request thereunder in each case as promptly as practicable; (iii) use its commercially reasonable efforts to make, as promptly as practicable, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under any other applicable Law; (iv) use its commercially reasonable efforts to obtain, as promptly as practicable, from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations or Orders required to be obtained or made by the Company or the Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, it being understood that neither the Company nor any of its Subsidiaries shall be required to make any payments in connection with the fulfillment of its obligations under this paragraph; and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and the Buyer shall 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 contemplated by this Agreement. For the avoidance of doubt, including using its Reasonable Best Efforts to satisfy the conditions to Buyer and the obligations of the other parties to consummate the MergerCompany agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities under Section 6.4(b). (b) Each party Subject to the terms hereof, the Buyer and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use its Reasonable Best Efforts their respective commercially reasonable efforts to obtain(i) obtain any government clearances or approvals required for Closing under applicable Antitrust Laws, at its expense(ii) respond to any government requests for information under any Antitrust Law and (iii) contest and resist any action, all waiversincluding any legislative, permits, consents, approvals administrative or other authorizations from Governmental Entitiesjudicial action, and to effect all registrationshave vacated, filings lifted, reversed or overturned any Antitrust Order that restricts, prevents or prohibits the consummation of the Merger or any other transaction contemplated by this Agreement under any Antitrust Law. Except to the extent prohibited by applicable Law, the parties hereto (other than the Company Equityholder Representative) shall consult and notices cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with Proceedings under or relating to any Antitrust Law, and the parties shall provide to each other the opportunity to attend, or for their respective counsel to attend, any meetings or telephone calls with any Governmental Entity with respect to such government clearances or approvals unless prohibited or otherwise requested by such Governmental Entity. The foregoing shall not be deemed to require the Buyer or any of its Affiliates to litigate with any Governmental Entity or any other Person, enter into any agreement, consent decree or other commitment requiring the Buyer or any of its Affiliates (including for this purpose the Company and its Subsidiaries) to divest (including through the granting of any license rights) any assets or to take any other action that would have a material adverse effect on the business, assets, properties, Liabilities, condition (financial or otherwise), operating results, operations or prospects of the Buyer and its Affiliates (including for this purpose the Company and its Subsidiaries taken as a whole). The Company may not, and shall not permit any of its Subsidiaries to, agree to any divesture or disposal of any material assets of the Company or any of its Subsidiaries or enter into any agreement with any Governmental EntitiesEntity as a condition for obtaining any government clearances or approvals in connection with this Section 6.4 without the prior written consent of the Buyer. (c) Without limiting any of the parties’ respective obligations set forth in any of Section 6.4(a) and Section 6.4(b), as may be each of the Company and the Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents required for such party in connection with the Merger that are (i) necessary to consummate the transactions contemplated by this Agreement and hereby, (ii) disclosed or required to otherwise comply with all applicable Laws be disclosed in the Company Disclosure Schedule or (iii) required to prevent the occurrence of an event that would reasonably be expected to have a Company Material Adverse Effect or a Buyer Material Adverse Effect prior to or after the Effective Time, it being understood that neither the Company nor the Buyer shall be required to make any payments, other than the payment of customary filing fees, in connection with the consummation fulfillment of the transactions contemplated by its obligations under this Agreement provided that the Buyer shall pay all filing fees required under the HSR Act, and provided further that any filing fees required under any other applicable Antitrust Law shall be paid by the party obligated to pay such fees pursuant to such other applicable Antitrust Law. Without limiting the generality of the foregoing, each of the parties shall (i) promptly (and in any event within four (4) Business Days) after the date of this Agreement file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and (ii) as soon as reasonably practicable after the date of this Agreement make all appropriate filings under foreign Antitrust Laws. Each party shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable; provided, however, that notwithstanding anything to the contrary in this Agreement, the Buyer shall not be obligated (A) to commence or defend any Legal Proceeding required to obtain any such waiver, permit, consent, approval or other authorization;Section 6.4.

Closing Efforts; Legal Conditions to the Merger; Third-Party Consents. (a) Each of Subject to the parties terms hereof, including Section 5.4(b), Section 5.4(c) and Section 5.4(d), each party hereto shall each use its Reasonable Best Efforts reasonable best efforts to: (i) take, or cause to take be taken, all actions actions, and do, or cause to be done, and to do assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; (ii) as promptly as practicable, obtain any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained by such party (or any of its Subsidiaries) from any Governmental Entity in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay any monies or agree to any material undertaking in connection with any of the foregoing (except for fees or any other payments the Company or any of its Subsidiaries is contractually obligated to make for any consent or waiver pursuant to Contracts the Company or any of its Subsidiaries has entered into prior to Closing); and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The parties hereto shall cooperate with each other in connection with the making of all such filings and submissions contemplated by this Section 5.4, including providing copies of all such documents to the non-filing Person and its advisors prior to filing. Each party hereto shall use its reasonable best 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 contemplated by this Agreement. For the avoidance of doubt, including using its Reasonable Best Efforts to satisfy the conditions to the obligations of the nothing contained in this Section 5.4(a) shall limit any obligation under any other parties to consummate the Mergerprovision in this Section 5.4. (b) Each party Without limiting the generality of anything contained in this Section 5.4, each of the Buyer and the Company shall use its Reasonable Best Efforts as soon as reasonably practicable and in any event within ten (10) Business Days following the date of this Agreement, make an appropriate filing of a Notification and Report Form pursuant to obtainthe HSR Act (including, at its expenseif available, all waivers, permits, consents, approvals or other authorizations from seeking early termination of the waiting period under the HSR Act (if the applicable Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required Entity is then accepting applications for such party early termination)) with respect to consummate the transactions contemplated by this Agreement and Agreement. (c) Subject to otherwise comply with all applicable Laws in connection with the consummation of the transactions contemplated by this Agreement provided that the Buyer shall pay all filing fees required under the HSR Actterms hereof, and provided further that any filing fees required under any other applicable Antitrust Law shall be paid by the party obligated to pay such fees pursuant to such other applicable Antitrust Law. Without without limiting the generality of Buyer’s obligations under Section 5.4(d), the foregoingparties hereto shall, and shall cause each of the parties shall their respective Subsidiaries to, cooperate and use their respective reasonable best efforts to (i) obtain any government clearances or approvals required for the Closing under any Antitrust Law, (ii) promptly respond to any informal requests for information from any Governmental Entity under any Antitrust Law, (and in iii) substantially comply with any event within four (4) Business Days) after the date of this Agreement file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and formal requests for additional information made by the Antitrust Division of the United States Department of Justice or the Federal Trade Commission under the HSR Act Act, and (iiiv) as soon as reasonably practicable after cause any waiting periods under any applicable Antitrust Laws to expire or be terminated. Except to the date of this Agreement make all appropriate filings under foreign Antitrust Laws. Each party extent prohibited by applicable Law, the parties hereto shall use its Reasonable Best Efforts to obtain an early termination of the applicable waiting periodconsult and cooperate with one another, and shall make any further filings or information submissions pursuant thereto that may be necessaryconsider in good faith the views of one another, proper or advisable; providedin connection with, however, that notwithstanding anything and provide to the contrary other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Except to the extent prohibited by applicable Law or Governmental Entities reviewing the transactions contemplated by this Agreement, the parties hereto will provide each other the opportunity to participate in meetings and other substantive conversations with any such Governmental Entities. (d) The Buyer shall not be obligated have the right to (Ai) direct, devise and implement the strategy for obtaining any necessary approval of, for responding to commence any request from, inquiry or defend investigation by (including directing the timing, nature and substance of all such responses), (ii) lead all meetings and communications (including any negotiations) with, any Governmental Entity that has authority to enforce any Antitrust Law and (iii) control the defense and settlement of any Legal Proceeding required Proceedings brought by or before such Governmental Entity. The Buyer and the Company shall consult and reasonably cooperate with one another, and consider in good faith the views of one another, in connection with the overall strategy and the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto to obtain any Governmental Entity. Without limiting the generality of the foregoing, the Buyer shall be permitted to pull and refile, one one occasion only per filing, any filing made with any such waiverGovernmental Entity in connection with the transactions hereby. Buyer may be permitted to pull and refile more than once per filing with consent from the Company (such consent not to be unreasonably withheld, permitconditioned or delayed). (e) This Section 5.4 shall not apply to Schedule 2.7, consent, approval or other authorization;which shall be governed by the obligations set forth therein.