Common use of Closing Efforts Clause in Contracts

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b), each of the Parties shall use reasonable commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable commercial efforts to: (i) obtain all Third Party Consents, (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, and (iii) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Buyer shall pay any out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto).

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b4.1(b), each of the Parties shall use reasonable commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable commercial efforts to: (i) obtain all Third Party Consents, (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership to the Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, and (iii) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Buyer The Parent shall pay bear any out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto).

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b)4.5, each of the Parties shall use commercially reasonable commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using commercially reasonable commercial efforts to: (i) obtain all Third Party Consentssatisfy the conditions precedent to the obligations of either Party, (ii) effect pursuant to and consistent with the terms of Section 4.4, satisfy the applicable Assignment Requirements, if any, for each Assigned Contract, (iii) obtain all Governmental Filingsconsents, including as necessary to effect a transfer of ownership to Buyer of any applicable regulatory licenses, permits, waivers, approvals, registrationsauthorizations from any Governmental Entity required to be obtained by a Party in connection with the consummation of the transactions contemplated by this Agreement, licenses or authorizations, and (iiiiv) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement, (v) cause to be lifted or rescinded any Order adversely affecting the ability of the Parties to consummate the Closing and (vi) defend any Actions challenging this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby or the performance of such Party’s obligations hereunder or thereunder. In furtherance of and not in limitation of the foregoing, in the event that a material development with respect to the Business occurs between the date of this Agreement and the Closing as a result of the execution, announcement or pendency of this Agreement, which development (A) relates to the identity of, or the effect of any facts or circumstances relating to, the Buyer and (B) has had an adverse impact on the Business, the Parties shall pay collaborate in good faith to identify any out-such development and mitigate the further impact of such development on the Business. In addition, neither Party shall take any action after the date hereof that could reasonably be expected to delay the satisfaction of-pocket costs , or result in not satisfying, (excluding legal fees, for which 1) the parties will each bear their own costsconditions set forth in ARTICLE V or (2) associated the applicable Assignment Requirements with obtaining such Third Party Consentsrespect to any Assigned Contract. Each of the Parties shall promptly notify each of the other Parties Party of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Each . The failure of the Parties shall use reasonable commercial efforts any Assignment Requirement to resolve any objections that may be asserted by any Governmental Entity satisfied with respect to any Assigned Contract shall not constitute a failure to satisfy any condition set forth in Section 5.2 or relieve the Buyer from its obligation to consummate the transactions contemplated hereby, by this Agreement and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto)Ancillary Agreements.

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b), each Each of the Parties shall use its commercially reasonable commercial efforts to take all actions and to do all things reasonably necessary necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements as promptly as reasonably practicable. Without limiting the generality of the foregoing, including using each Party agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable commercial efforts to: actions as may be reasonably necessary or desirable in order to (i) obtain all Third Party Consents, consummate or implement expeditiously the transactions contemplated by this Agreement and the Ancillary Agreements or (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership to Buyer obtain (A) the consent of any applicable regulatory approvals, registrations, licenses or authorizationsthird party that is necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and (iiiB) otherwise comply in from Governmental Entities and other Persons all material respects consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and to promptly make all necessary filings, and thereafter make any other required submissions, with all respect to this Agreement required under applicable laws and regulations Law. Notwithstanding the foregoing, no Party shall have any obligation to expend any funds or to incur any other obligation in connection with the consummation of the transactions contemplated by this Agreement. Buyer shall pay any hereby other than (i) normal out-of-pocket costs expenses (excluding legal feessuch as fees of counsel, accountants and auditors and payments of filing, registration, qualification and similar fees and Taxes for which the parties will each bear their own costsParty is responsible hereunder) associated with obtaining reasonably necessary to consummate such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any facttransactions, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause fees and payments required to be paid under applicable Law to Governmental Entities, which fees and payments are not material individually or in the loss of aggregate and (iii) the attorney-client privilege fees and expenses for, and in connection with respect thereto)obtaining, licenses to the Third Party Software in accordance with Section ‎5.19.

Closing Efforts. (a) Subject On the terms and subject to the terms hereof, including Section 4.l(b)conditions of this Agreement, each of the Parties Buyer and the Seller shall use commercially reasonable commercial efforts to cause the Closing to occur hereunder, including by using commercially reasonable efforts to take or cause to be taken all actions and using such efforts to do or cause to be done all things reasonably necessary or advisable to perform its obligations hereunder, satisfy the conditions to Closing set forth in Article V, consummate the transactions contemplated by this Agreement, including using reasonable commercial efforts to: (i) obtain all Third Party Consents, (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, hereby and (iii) otherwise comply in all material respects with all applicable laws and regulations legal requirements that may be imposed on it in connection with the consummation of the transactions contemplated by this Agreement. Buyer shall pay any out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such Third Party Consentshereby and thereby. Each of the Parties Buyer and the Seller shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Each . The Seller and the Buyer have approached the OCS in connection with the assumption by the Buyer of the Parties shall use reasonable commercial efforts Assumed Liabilities (but not all Liabilities of the Seller to resolve any objections that may be asserted by any Governmental Entity the OCS) in connection with respect the Sponsored Programs and will continue to collaborate as necessary to obtain the consent of the OCS to the transactions contemplated herebyby this Agreement and the assumption by the Buyer of the Assumed Liabilities under the terms set forth in the letter filed to the OCS by the Seller in the form attached hereto as Exhibit D, or any other terms to be agreed between the Parties and the OCS and reflected in the final approval of the OCS which will be attached as Exhibit D and replace the foregoing letter. The Buyer and the Seller shall furnish one another with such necessary information and reasonable assistance as the other may request in connection with the preparation of any filing, appeal, notification, report or submission. The Buyer and the Seller shall keep one another apprised of the status of any communications with, and any inquiries or requests for additional information from, the OCS and shall cooperate comply promptly with each other any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made pursuant to contest any challenges such applicable law. Immediately following the execution hereof, Seller shall furnish the Buyer with a copy of all requests, approvals, documents and correspondences related to the transactions contemplated hereby Sponsored Programs including the financial files prepared by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion the independent auditor of the Acquired Assets)Seller. The Buyer and the Seller shall use commercially reasonable efforts to obtain any consent, to incur any other burden with respect thereto approval, authorization or to agree to do any of clearance required under applicable law for the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any consummation of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto)by this Agreement.

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b4.1(b), each of the Parties shall use reasonable commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable commercial efforts to: (i) obtain all waivers, permits, consents, approvals or other authorizations from Governmental Entities and other third parties (the “Third Party Consents”), (ii) effect all registrations, filings and notices with or to Governmental Entities (the “Governmental Filings, including as necessary to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, ”) and (iii) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Buyer shall pay any out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, each of the Parties shall (or shall cause the appropriate Affiliate thereof to) make any filings or information submissions pursuant thereto that may be required reasonably necessary or advisable under any applicable antitrust or trade regulation law. Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto. (c) Sellers 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, as are required to be listed in the Disclosure Schedule. (d) Anything contained herein to the contrary notwithstanding, this Agreement will not constitute an assignment, an attempted assignment or an agreement to assign any Contract or Permit if an assignment or attempted assignment of the same without the consent of any other party or parties thereto would constitute a breach thereof or in any significant way impair the rights of the Buyer thereunder. Each Seller shall use its reasonable best efforts, at its expense, and Buyer will reasonably cooperate with Sellers (it being understood that such reasonable best efforts or cooperation will not include any requirement to pay any consideration or offer or grant any financial accommodation or other benefit or release any claim or right), to obtain prior to the Closing all Third Party Consents and to resolve all impracticalities of assignments or transfers necessary to sell, assign, convey, transfer and deliver to Buyer the Acquired Assets. If any such Consent is not obtained or if an attempted assignment would be ineffective or would impair any Seller's or Buyer's rights under any such Contract or Permit so that Buyer would not receive all such rights, then (1) each Seller will (x) cause the full benefits of any such Contract or Permit to be provided to Buyer, and (y) pay promptly or cause to be paid promptly to Buyer when received all monies and other properties received by such Seller or any of its Affiliates with respect to any thereof; and (2) in consideration of each Seller providing or causing to be provided to Buyer the full benefits thereof, Buyer will perform and discharge on behalf of such Seller, all of such Seller's liabilities, obligations or commitments thereunder that are Assumed Liabilities described in Schedule 1.2(a) in accordance with the provisions thereof; provided, however, that such actions shall not be required of Seller if performance thereof would give rise to additional claims by or on behalf of the party from whom the Consent is requested. In addition, each Seller will take such other actions, at its expense, as may reasonably be requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Contract or Permit had been transferred as contemplated hereby and so that all the benefits relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the Buyer; provided, however, that such actions shall not be required of Seller if performance thereof would give rise to additional claims by or on behalf of the party from whom the Consent is requested. Notwithstanding the foregoing, if any such Third Party Consent is not obtained prior to the Closing, each Seller will continue to use its reasonable best efforts, at its expense, to obtain all such Third Party Consents (and, if and when such Third Party Consents are obtained, the transfer of the applicable Contract or Permit will be effected in accordance with the terms of this Agreement).

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b4.1(b), each of the Parties shall use reasonable commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable commercial efforts to: (i) obtain all Third Party Consentsnecessary waivers, permits, consents, approvals or other authorizations from Governmental Entities and other third parties (the "THIRD PARTY CONSENTS"), (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses filings and notices with or authorizations, to Governmental Entities (the "GOVERNMENTAL FILINGS") and (iii) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Buyer The Seller shall pay bear any out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement, including any breach by such Party of any of its representations, warranties, agreements or covenants contained herein. (b) Without limiting the generality of Section 4.1(a), the Seller shall use reasonable efforts to seek the final approval by the FTC of the Consent Decree and the acceptance by the FTC pursuant to the Consent Decree of the Buyer and the transactions contemplated under this Agreement and the Ancillary Agreements. Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity the FTC with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto)FTC.

Closing Efforts. (a) Subject to the terms hereof, and conditions of this Agreement (including Section 4.l(b4.1(c)), each of the Parties shall use its reasonable commercial best efforts to take all actions and to do all things reasonably necessary necessary, proper or advisable to satisfy the conditions to the other Party’s obligations set forth herein and to consummate the transactions contemplated by this Agreement, including by using its reasonable commercial best efforts to: to obtain, as promptly as practicable after the date hereof, any waivers, Permits, consents, approvals or other authorizations required to be obtained by such Party from any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that neither Seller nor any of its Affiliates shall be required to pay any monies or agree to any material undertaking in connection with obtaining or seeking to obtain any of the foregoing. (b) Without limitation of the foregoing (but subject to Section 4.1(c)), as promptly as practicable after the date of this Agreement, Seller and Buyer shall make all filings required or advisable in connection with the transactions contemplated by this Agreement to be made with any Governmental Entity under any applicable Antitrust Laws. Each of Seller and Buyer undertake and agree to file, no later than ten (10) Business Days after the date of this Agreement, a Notification and Report Form under the HSR Act with the FTC and the Antitrust Division. Each of Seller and Buyer shall respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation. Each Party shall (i) obtain promptly notify the other Party of any substantive written or oral communication to that Party or its Affiliates from any Governmental Entity and, subject to applicable law, permit the other Party or its counsel to review in advance any proposed communication to any of the foregoing, and consider in good faith comments by the other Party prior to submission of such communication; (ii) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat; and (iii) with the exception of documents submitted as attachments to the Party’s Notification and Report Form under the HSR Act, furnish the other Party with copies of all Third substantive correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party Consents(its Affiliates, and its respective representatives) on the one hand, and any Governmental Entity or members of their respective staffs on the other hand, with respect to this Agreement. Buyer shall be responsible for all filing fees related to this transaction under any applicable Antitrust Law. (c) Notwithstanding anything to the contrary in this Agreement, Buyer shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate Order or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer or, effective as of the Closing, the Acquired Assets, or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Buyer, its subsidiaries or the Business, in order to avoid the entry of, or to effect the dissolution of, any Order that would have the effect of preventing or delaying the Closing beyond the Outside Date. For the avoidance of doubt, Buyer shall take any and all actions necessary in order to ensure that (i) no suspensory or waiting period under any applicable Antitrust Law, (ii) effect all no requirement for a waiver, consent or approval of the FTC, the Antitrust Division, any State Attorney General or other Governmental FilingsEntity, including as necessary to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, and (iii) otherwise comply no Order in all material respects with all applicable laws any Proceeding and regulations in connection with the (iv) no other matter relating to any Antitrust Law would preclude consummation of the transactions contemplated by this Agreement. Buyer shall pay any out-of-pocket costs (excluding legal fees, for which Agreement by the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this AgreementOutside Date. (b) Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto).

Closing Efforts. (a) Subject to the terms hereof, and conditions of this Agreement (including Section 4.l(b4.1(b) and Section 4.1(c)), each of the Parties shall use its reasonable commercial best efforts to take all actions and to do all things reasonably necessary necessary, proper or advisable to satisfy the conditions to the other Party’s obligations set forth herein and to consummate the transactions contemplated by this Agreement, including by using its reasonable commercial best efforts to: to obtain, as promptly as practicable after the date hereof, any waivers, Permits, consents, approvals or other authorizations required to be obtained by such Party from any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that (subject to Section 4.1(b) and Section 4.1(c)) no Party hereto shall be required to pay any monies or agree to any material undertaking in connection with obtaining or seeking to obtain any of the foregoing. Notwithstanding anything else contained in the Agreement, Buyer shall not be obligated to agree to any limitation, disposition, or other remedy proposed in connection with obtaining any consent or authorization under the Antitrust Laws that would be reasonably expected to have a materially adverse impact with respect to Buyer’s and its Affiliates’ existing business or product lines. (b) Notwithstanding anything to the contrary in this Agreement (and without limitation of Section 4.1(a) or 4.1(c) below): (i) obtain as promptly as practicable after the date of this Agreement, Parent and Buyer shall make all Third Party Consentsfilings required or advisable to be made with any Governmental Entity in order to consummate the transactions contemplated herein, including all filings required under any applicable Antitrust Laws; (ii) effect all Governmental Filingswithout limitation of the foregoing clause (i), including each of Parent and Buyer shall file, no later than seven (7) Business Days after the date of this Agreement, a Notification and Report Form under the HSR Act with the FTC and the Antitrust Division and shall, as necessary to effect a transfer of ownership to Buyer of promptly as practicable, make any applicable regulatory approvals, registrations, licenses further filings or authorizations, information submissions pursuant thereto that may be required or advisable in connection with the transactions contemplated by this Agreement; and (iii) each of Buyer and Parent shall use reasonable best efforts to (x) obtain an early termination of the waiting period under the HSR Act and (y) otherwise comply obtain any government clearances or approvals required for Closing under any applicable Antitrust Laws. Each Party warrants that all such filings by it will be, as of the date filed, true and accurate and in accordance with the requirements of the HSR Act. Each Party further warrants that all material respects filings it makes under any other applicable Antitrust Laws will be, as of the date filed, true and accurate and in accordance with the requirements of such Antitrust Laws. Each of Parent and Buyer shall respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation. Each Party shall (A) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Entity. Subject to applicable law, each Party shall permit the other party to review in advance any proposed written communication to any of the foregoing, and consider in good faith comments by the other Party prior to submission of such written communication; (B) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat; and (C) furnish outside counsel for both Parties with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party (its Affiliates, and its respective representatives) on the one hand, and any Governmental Entity or members of their respective staffs on the other hand, with respect to this Agreement. Buyer shall have the right to direct all matters with any Governmental Entity relating to the transactions provided that, to the extent practicable, Buyer shall consult with Parent and consider in good faith the views of Parent. Buyer shall be responsible for all of the filing fees related to this transaction under any applicable laws and regulations Antitrust Law, regardless of who may be responsible for such fees under any applicable law. (c) Neither Buyer nor Parent shall, nor shall either permit their respective Affiliates which are controlled by Mallinckrodt plc to, acquire or agree to acquire any business, Person or division thereof, or otherwise acquire or agree to acquire any assets (except in connection with each case pursuant to any agreement in effect on the date hereof), if the entering into of a definitive agreement relating to or the consummation of such transaction, would reasonably be expected to materially increase the risk of not obtaining the applicable consent, clearance, approval, authorization or waiver under the HSR Act with respect to the transactions contemplated by this Agreement. In addition, Buyer shall pay defend through litigation on the merits any out-claim asserted in court by any Person in order to avoid entry of-pocket costs , or to have vacated or terminated, any decree, order or judgment (excluding legal feeswhether temporary, for which the parties will each bear their own costspreliminary or permanent) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay prevent the consummation of the transactions contemplated by this Agreement. (b) Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto).

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b4.1(b), each of the Parties shall use reasonable commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable commercial efforts to: (i) obtain all waivers, permits, consents, approvals or other authorizations from Governmental Entities and other third parties (the “Third Party Consents”), (ii) effect all registrations, filings and notices with or to Governmental Entities (the “Governmental Filings, including as necessary to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, ”) and (iii) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Buyer shall pay any out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, each of the Parties shall (or shall cause the appropriate Affiliate thereof to) make any filings or information submissions pursuant thereto that may be required reasonably necessary or advisable under any applicable antitrust or trade regulation law. Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto. (c) Sellers 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, as are required to be listed in the Disclosure Schedule. (d) Anything contained herein to the contrary notwithstanding, this Agreement will not constitute an assignment, an attempted assignment or an agreement to assign any Contract or Permit if an assignment or attempted assignment of the same without the consent of any other party or parties thereto would constitute a breach thereof or in any significant way impair the rights of the Buyer thereunder. Each Seller shall use its reasonable best efforts, at its expense, and Buyer will reasonably cooperate with Sellers (it being understood that such reasonable best efforts or cooperation will not include any requirement to pay any consideration or offer or grant any financial accommodation or other benefit or release any claim or right), to obtain prior to the Closing all Third Party Consents and to resolve all impracticalities of assignments or transfers necessary to sell, assign, convey, transfer and deliver to Buyer the Acquired Assets. If any such Consent is not obtained or if an attempted assignment would be ineffective or would impair any Seller’s or Buyer’s rights under any such Contract or Permit so that Buyer would not receive all such rights, then (1) each Seller will (x) cause the full benefits of any such Contract or Permit to be provided to Buyer, and (y) pay promptly or cause to be paid promptly to Buyer when received all monies and other properties received by such Seller or any of its Affiliates with respect to any thereof; and (2) in consideration of each Seller providing or causing to be provided to Buyer the full benefits thereof, Buyer will perform and discharge on behalf of such Seller, all of such Seller’s liabilities, obligations or commitments thereunder that are Assumed Liabilities described in Schedule 1.2(a) in accordance with the provisions thereof; provided, however, that such actions shall not be required of Seller if performance thereof would give rise to additional claims by or on behalf of the party from whom the Consent is requested. In addition, each Seller will take such other actions, at its expense, as may reasonably be requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Contract or Permit had been transferred as contemplated hereby and so that all the benefits relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the Buyer; provided, however, that such actions shall not be required of Seller if performance thereof would give rise to additional claims by or on behalf of the party from whom the Consent is requested. Notwithstanding the foregoing, if any such Third Party Consent is not obtained prior to the Closing, each Seller will continue to use its reasonable best efforts, at its expense, to obtain all such Third Party Consents (and, if and when such Third Party Consents are obtained, the transfer of the applicable Contract or Permit will be effected in accordance with the terms of this Agreement).

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b), each Each of the Parties shall use its reasonable commercial efforts best efforts, to the extent commercially reasonable in light of the circumstances (“Reasonable Best Efforts”), to take all actions and to do all things reasonably necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using reasonable commercial efforts to: its Reasonable Best Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable Laws) to consummate the Merger and the transactions contemplated hereby as promptly as practicable, including, (i) obtain the preparation and filing of all Third Party Consentsforms, registrations and notices required to be filed by such party to consummate the Closing, (ii) effect all Governmental Filingswith respect to Parent and the Acquisition Subsidiary, including as soliciting the consent of, and undertaking commercially reasonable efforts to obtain approval of, the requisite holders of Parent Common Stock and the sole member of Acquisition Subsidiary necessary to effect a transfer of ownership satisfy the condition to Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, and Closing set forth in Section 5.3(a) (iii) otherwise comply with respect to Company Parent and the Company, (A) filing any notices required to be made with the Federal Communications Commission regarding change in all material respects with all applicable laws and regulations record ownership of any licenses in connection with the transactions contemplated hereby, (B) soliciting the consent of, and undertaking commercially reasonable efforts to obtain approval of, the requisite holders of Company Units and PPR Units necessary to satisfy the condition to Closing set forth in Section 5.3(a), and (C) commencing to undertake to obtain audited financials necessary for compliance with Rule 3-05 of Regulation S-X in connection with the transactions contemplated hereby, and (iv) the taking of such reasonable actions as are necessary for such party to make any other Closing deliveries or to obtain any other requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any Person or Governmental Authority. The Company and Parent, as applicable, shall promptly notify the other party upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this AgreementAgreement that causes such party to believe that there is a reasonable likelihood that any such approval will not be obtained or that the receipt of any such approval will be materially delayed. Buyer The Company shall pay any out-of-pocket costs (excluding legal feesuse its Reasonable Best Efforts to obtain, for which the parties will each bear their own costs) associated with obtaining at its expense, all such Third Party Consents. Each waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in Section 2.5 of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this AgreementCompany Disclosure Schedule. (b) Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto).

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b), each Each of the Parties parties shall use its commercially reasonable commercial efforts to take take, or cause to be taken, all appropriate actions and to do do, or cause to be done, all things reasonably necessary necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements as promptly as practicable, including using reasonable commercial efforts to: (i) to obtain from Governmental Authorities and other Persons all Third Party Consentsconsents, (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, qualifications and (iii) otherwise comply in all material respects with all applicable laws and regulations in connection with orders as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements (b) The Company and Buyer will cooperate and use their respective commercially reasonable efforts to obtain, in accordance with applicable Law and the applicable Contract all Third Party Consents. Subject to Section 7.9(c), with respect to Negative Consents under Advisory Contracts, any such approvals or consents obtained shall be in a form reasonably satisfactory to Buyer shall pay any out-of-pocket costs (excluding legal feesand, for which upon the parties request of the Company, Buyer will each bear their own costs) associated with provide reasonable assistance to the Company in obtaining such Third Party Consents. Each of the Parties , including providing such information as shall promptly notify each of be reasonably requested by the other Parties of parties to such Contracts. Notwithstanding the foregoing, no party shall have any fact, condition obligation to pay any money or event known other consideration to it that would reasonably be expected any Person or to prohibit, make unlawful initiate any claim or delay the consummation of the transactions contemplated by this AgreementAction against any Person in order obtain any such Third Party Consent. (bc) Each Notwithstanding anything herein to the contrary, Buyer expressly agrees and acknowledges that a Third Party Consent required under the Advisers Act or any Contract pursuant to which an Acquired Company acts as an investment advisor within the meaning of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets Advisers Act (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, including as a condition of subadviser) (an “Advisory Contract”) shall be deemed obtained if (i) the Company delivers to each party to such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any Advisory Contract notice of the transactions contemplated hereby (unless and the provision “assignment” of such information would (i) violate party’s Advisory Contract that will result from the provisions consummation of any applicable laws or regulations (including without limitation those relating such transactions, and shall request the written consent of such party to security clearance or export controls) or any confidentiality agreement or such assignment of its Advisory Contract in a form reasonably satisfactory to Buyer, (ii) cause after the loss date of the attorney-client privilege with respect theretomailing of the notice pursuant to clause (i), if such party has not returned such notice countersigned indicating consent to the deemed assignment of the applicable Advisory Contract resulting from the transactions contemplated hereby within thirty (30) days of the notice described in clause (i), the Company shall send to such party a second notice in a form reasonably satisfactory to Buyer stating that if such party does not object in writing to the deemed assignment of the applicable Advisory Contract within thirty (30) days after delivery of the notice described in this clause (ii), such party will be deemed to have consented to such assignment and (iii) such party to the applicable Advisory Contract does not object in writing to the deemed assignment of the applicable Advisory Contract within the thirty (30) day period described in clause (ii) (any deemed consent pursuant to this Section 7.9(c), a “Negative Consent”).

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b), each Each of the Parties shall use its commercially reasonable commercial efforts to take all actions and to do all things reasonably necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using its commercially reasonable commercial efforts to: (i) obtain all Third Party Consents, (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership ensure that the conditions to Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, and (iii) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation obligations of the transactions contemplated by this Agreementother Parties to consummate the Merger and the other Transactions are promptly satisfied. Buyer shall pay any out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each None of the Parties shall promptly notify each of the other Parties of take any fact, condition or event known to it action that would reasonably be expected to prohibit, make unlawful delay or delay prevent the timely consummation of the transactions contemplated Merger and the other Transactions. (b) Without limitation of Section 4.3(a), the Company shall use its commercially reasonably efforts to obtain, as promptly as practicable, the Requisite Stockholder Approval, including (i) by submitting this Agreement to the holders of the Company Capital Stock as of the record date for the Transactions for adoption by written consent in lieu of a meeting in accordance with the requirements of the DGCL and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, and (ii) except to the extent that the Board of Directors of the Company has effected a Change in Recommendation in accordance with the terms of Section 4.4, recommending that the holders of the Company Capital Stock adopt this Agreement. (bc) Each If the Requisite Stockholder Approval is obtained by means of the Parties Written Consent, the Company shall use reasonable commercial efforts promptly send, pursuant to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, Sections 228 and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion 262(d) of the Acquired Assets)DGCL, a written notice to incur any other burden with respect thereto or to agree to do any all Stockholders of the foregoing, as Company that did not execute such Written Consent informing them that this Agreement was adopted by the Requisite Stockholders and that appraisal rights are available for their shares of Company Capital Stock pursuant to Section 262 of the DGCL (which notice shall include a condition copy of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect theretoSection 262).

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b), each of the Parties Each Party shall (and shall cause its respective Subsidiaries to) use commercially reasonable commercial efforts to take take, or cause to be taken, all actions and to do all things reasonably necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using reasonable commercial efforts to: (i) ensure that the conditions to the obligations of the other Parties for the Closing are satisfied; (ii) obtain all Third Party Consents, (iiiii) effect all Governmental FilingsFilings including, including as necessary if applicable, any notifications or information required to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses be filed or authorizations, supplied under the HSR Act for the transactions under this Agreement and (iiiiv) otherwise comply in all material respects with all applicable laws Laws and regulations in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that no Party shall be required to pay consideration (other than filing and application fees) to any Person in exchange for obtaining any Third Party Consents; provided further that, the Parties understand and agree that commercially reasonable efforts of a Party shall not be deemed to include (x) litigation against, or entering into a settlement, undertaking, consent decree, stipulation or agreement with, any Governmental Entity in connection with the transactions under this Agreement or (y) divesting or otherwise holding separate or taking any other action with respect to the Business or the Acquired Assets. Buyer Consistent with Section 12.9, each Party shall pay any bear its own out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such their respective required Third Party ConsentsConsents and effecting their respective required Governmental Filings; except that the Seller and Buyer shall be equally responsible for all filing and other similar fees payable in connection with any filings or submissions under the HSR Act referred to in (iii) above. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto).

Closing Efforts. (a) Subject to the terms hereofand conditions of this Agreement, including Section 4.l(b)Buyer, each MergerSub and the Company will use all of the Parties shall use their respective reasonable commercial best efforts to take take, or cause to be taken, and with respect to Buyer and MergerSub will cause their respective controlled affiliates to take, all actions and to do do, or cause to be done, all things reasonably necessary or advisable desirable to cause all conditions to the Closing hereunder to be satisfied and to consummate the transactions contemplated by this AgreementMerger and the Contemplated Transactions, including using reasonable commercial best efforts to: to make all necessary registrations and filings (iincluding filings under the HSR Act and any other Applicable Law) with any Governmental Authority, and using reasonable best efforts to obtain all Third Party Consentsnecessary waivers, (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses or authorizationsconsents and approvals from, and (iii) otherwise comply in taking all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Buyer shall pay steps to avoid any out-of-pocket costs (excluding legal feesProceeding by, for which the parties will each bear their own costs) associated with obtaining such Third Party Consentsany Governmental Authority or other Person. Each of Buyer, MergerSub and the Parties shall promptly notify each of Company agrees to execute and deliver all such other documents, certificates, agreements and other writings and to take all such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Merger and the other Parties of Contemplated Transactions. No Acquired Company, however, will be obligated to make any factpayments or otherwise pay any consideration to any third party to obtain any applicable consent, condition waiver or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreementapproval. (b) As promptly as practicable (but in any event no later than ten Business Days after execution of this Agreement), each of Buyer, MergerSub and the Company will use their reasonable best efforts to prepare and file, or, with respect to Buyer and MergerSub, if applicable, to cause their respective controlled affiliates to prepare and file, with the appropriate Governmental Authorities, a notification with respect to the Contemplated Transactions pursuant to the HSR Act, and any other U.S. or foreign applicable antitrust or competition legal requirements (collectively, the “Other Regulatory Laws”), supply as promptly as practicable all information and documents requested by Governmental Authorities in connection with the HSR Act notification and such other governmental filings or submissions under the Other Regulatory Laws and cooperate with each other in responding to any such request or demand. Each of Buyer, MergerSub and the Parties Company will furnish to the other and, upon request, to any Governmental Authorities, such information, documents and assistance as may be requested in connection with the foregoing governmental filings or submissions, including by responding as promptly as practicable to, and complying fully with, any request for additional information or documents under the HSR Act or the Other Regulatory Laws. Buyer, MergerSub and the Company shall make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. Buyer will be solely responsible for all filing fees required to be paid under the HSR Act and any such Other Regulatory Laws. Buyer shall also reimburse the Company for the reasonable, documented legal fees of outside counsel to the Company incurred in connection with assisting the Company to respond to any request for additional information under the HSR Act and any such Other Regulatory Laws. (c) In furtherance, and not in limitation, of the efforts referred to above in this Section 7.01, if any objections are asserted with respect to the Contemplated Transactions under the HSR Act or the Other Regulatory Laws, or if any Proceeding is instituted (or threatened to be instituted) by the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Authority having competent jurisdiction or any third party challenging the Contemplated Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of such transactions, each party hereto will use reasonable commercial best efforts to cooperate with one another and to resolve any objections such objection or Proceeding so as to permit the consummation of the Contemplated Transactions as expeditiously as possible. (d) Notwithstanding the foregoing, Buyer agrees to take, and to cause its Affiliates to take, as promptly as possible (and, in any event, by no later than the date that is at least two weeks prior to the Termination Date), all steps necessary to (i) cause all applicable waiting periods (including any extensions thereof) under the HSR Act to expire or be terminated by the Federal Trade Commission or Antitrust Division of the United States Department of Justice and secure any other approvals or consents required under any Other Regulatory Laws and (ii) otherwise avoid or eliminate as soon as possible every impediment under the HSR Act or the Other Regulatory Laws, in each case, that may be asserted by any Governmental Entity Authority or other third party, so as to enable the parties hereto to as expeditiously as possible (and, in any event, by no later than the date that is at least two weeks prior to the Termination Date) consummate the Contemplated Transactions, including by: (A) opposing or defending any action, suit, dispute, litigation, proceeding, hearing, arbitration or claim by or before any Governmental Authority, whether judicial or administrative, whether brought by private parties or Governmental Authorities or officials, challenging this Agreement or the consummation of the Contemplated Transactions; (B) taking any and all actions necessary to ensure that no Governmental Order or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Contemplated Transactions is entered; and (C) taking any and all steps necessary to vacate, lift, reverse, overturn or otherwise remove any Governmental Order including any stay or temporary restraining order, that may be asserted or is in effect that prohibits, prevents or restricts the consummation of the Merger or any of the other Contemplated Transactions, in each case, as expeditiously as possible (and in any event, by no later than the date that is at least two weeks prior to the Termination Date). The required actions by Buyer hereunder will include, without limitation, (u) committing to and/or effecting, by consent decree, hold separate order or otherwise, the sale or disposition of any assets, securities, facilities or other properties; (v) terminating, amending or assigning existing relationships and contractual rights and obligations; (w) amending, assigning or terminating existing licenses or other agreements; (x) entering into new contracts, licenses, other agreements or other obligations; and (y) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s or its Affiliates’ (including, following the Closing, the Surviving Corporation’s and its Subsidiaries’) freedom of action with respect to, or its ability to retain or control, one or more of the businesses, product lines, rights or assets of Buyer and its Affiliates (including, following the Closing, the Surviving Corporation and its Subsidiaries) or any interest therein. Notwithstanding anything to the transactions contemplated herebycontrary, for the avoidance of doubt, the Company shall not, and shall cooperate with each other no Subsidiary of the Company shall, be required to contest take any challenges action set forth in this Section 7.01(d) to satisfy the transactions contemplated hereby by any Governmental Entityefforts standard set forth in this Section 7.01; provided, however, that Buyer shall have no obligation be permitted to take any action it deems necessary or appropriate with respect to assets of the Company or any Subsidiary (including committing to divest assets of the Company or any Subsidiary) in order to comply with Buyer’s obligations under this Section 4.1 7.01 so long as those actions are conditioned upon the occurrence of the Closing. (e) Nothing in this Agreement shall require any party to dispose take or hold separately or make agree to take any change in or action with respect to any portion of its business or assets operations unless the effectiveness of such agreement or action is conditioned upon Closing. For the avoidance of doubt, Buyer shall, subject to its cooperation commitments in Section 7.01(f), (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Contemplated Transactions and (y) control the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Authority in connection with the Contemplated Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Authority relating to the Contemplated Transactions and of all other regulatory matters incidental thereto. (f) Each of Buyer and its Affiliates, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in this Section 7.01, cooperate with one another and use reasonable best efforts to obtain all requisite approvals and authorizations for the Contemplated Transactions under the HSR Act or the Other Regulatory Laws. Each party shall provide to the other parties copies of all correspondence between it (or in or its advisors) and any Governmental Authority relating to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvalsmatters described in this Section 7.01. Each of the Parties parties shall promptly inform each the other of any material substantive oral communication received with, and provide copies of any written communications with, any Governmental Authority regarding any such filings or any such transaction, unless prohibited by reasonable request of any Governmental Authority. To the extent reasonably practicable, each of the parties shall give the other parties hereto the opportunity to attend or participate in any meeting or substantive conference call with any Governmental Authority in respect of any such filings, investigation or other inquiry, to the extent permitted by such Party from Governmental Authority. To the extent permissible under Applicable Law, the parties will consult and cooperate with one another in connection with any Governmental Entity regarding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party relating to proceedings under the HSR Act or any other Applicable Laws relating to antitrust, competition or trade regulation; provided, that such materials may be redacted as necessary to comply with Applicable Laws. The parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 7.01 as “legal counsel only.” Such materials and the information contained therein shall be given only to legal counsel of the transactions contemplated hereby recipient and will not be disclosed by such legal counsel to any other Representatives of the recipient without the advance written consent of the party providing such materials. (unless g) From the provision date of such information would this Agreement until the Closing or earlier termination of this Agreement, neither Buyer nor MergerSub shall, and Buyer shall cause Xxxxx, Inc. and its and Buyer’s respective controlled Affiliates to not, take any action, including acquiring or agreeing to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, that could reasonably be expected to (individually or in the aggregate): (i) violate impose any delay in obtaining, or increase the provisions risk of not obtaining, any consent to any Governmental Order necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or waiting period, (ii) cause increase the loss risk of a Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the attorney-client privilege with respect thereto)Contemplated Transactions, (iii) increase the risk of not being able to remove any such Governmental Order on appeal or otherwise, or (iv) otherwise prevent or delay the consummation of the Contemplated Transactions.

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b), each Each of the Parties shall use its reasonable commercial best efforts to take all actions and to do all things reasonably necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using its reasonable commercial best efforts to: to ensure that the conditions to the obligations of the other Parties to consummate the Closing are satisfied. (b) The Purchaser shall as promptly as practicable, but in no event later than ten (10) business days following the delivery by the Warrantors of information relating to the Warrantors and their Affiliates in such form and substance as is required to be filed with the FAS (which information shall have been requested by the Purchaser no later than the date of the execution and delivery of this Agreement and delivered by the Warrantors no later than fifteen (15) business days following receipt of such request), (i) obtain all Third Party Consents, file or cause to be filed with the FAS the notification and related documentation for FAS approval of the transactions contemplated hereby and any supplemental information requested in connection therewith and (ii) effect all Governmental Filings, including make such other filings as are necessary to effect obtain any consent of a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, and (iii) otherwise comply in all material respects with all applicable laws and regulations in connection with Governmental Entity required for the consummation of the transactions contemplated by this Agreement. Buyer The Purchaser shall pay use its reasonable best efforts to obtain the FAS Approval and any out-of-pocket costs (excluding legal fees, other consent of a Governmental Entity required for which the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Each . The Purchaser shall keep the Warrantors apprised of the Parties shall use reasonable commercial efforts to resolve status of any objections that may be asserted by material communications with, and any material inquiries or requests for additional information from, the FAS and any other such Governmental Entity with respect to the transactions contemplated herebyEntity, and shall comply promptly with any such inquiry or request. The Warrantors shall cooperate with each other the Purchaser in the Purchaser’s efforts to contest obtain any challenges to required approvals or consents, including the transactions contemplated hereby by any Governmental Entity; providedFAS Approval, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of from the Acquired Assets), to incur FAS and any other burden with respect thereto or applicable Governmental Entities prior to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto)Closing.

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(bSections 4.1(b), each 4.1(c) and 4.1(f) (but without limiting Buyer’s obligations under Sections 4.1(d) and 4.1(e)), from the date hereof until the earlier of the Parties Closing or the termination of this Agreement pursuant to ARTICLE VI (the “Pre-Closing Period”): (i) each Party shall use its commercially reasonable commercial 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 Party in doing, all things reasonably necessary necessary, proper or advisable to consummate and make effective the transactions contemplated by Transactions as promptly as reasonably practicable on the terms and subject to the conditions set forth in this Agreement, including using reasonable commercial efforts to: (i) obtain all Third Party Consents, ; (ii) effect all each Party shall use its commercially reasonable efforts to obtain, as promptly as reasonably practicable, from any Governmental FilingsEntity any consent, including license, permit, waiver, approval or authorization (a “Consent”) or order required to be obtained by such Party or any of its Affiliates as necessary to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, consummate the Transactions; and (iii) otherwise comply Seller (at its own expense) shall use commercially reasonable efforts to give all notices to, and obtain all consents from, third parties that are described in all material respects Section 2.4 of the Disclosure Schedule (provided that none of Buyer, Seller or the Company shall be obligated pursuant to this clause (iii) to (nor, without Xxxxx’s prior written consent, shall Seller or the Company) pay any consideration therefor to any third party from whom consent is requested pursuant to this clause (iii) or grant any accommodation to any such third party in order to obtain such consent). During the Pre-Closing Period, each Party shall (x) reasonably cooperate with all applicable laws and regulations the other Party in connection with the consummation making of any filing or submission required under any applicable law in connection with the transactions contemplated by this Agreement. Buyer shall pay Transactions, including providing copies of any out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of filing or submission to the other Parties Party and its advisors prior to filing or submitting and, if requested by the other Party, accepting reasonable additions, deletions or changes suggested in connection therewith and (y) furnish to the other Party all information required for any filing or other submission to be made pursuant to any applicable law in connection with the Transactions. For the avoidance of any factdoubt, condition Xxxxx and Seller agree that nothing contained in this Section 4.1(a) shall modify or event known to it that would reasonably be expected to prohibit, make unlawful affect their respective rights and responsibilities under Sections 4.1(b) or delay the consummation of the transactions contemplated by this Agreement4.1(c) or modify or affect Buyer’s obligations under Sections 4.1(d) or 4.1(e). (b) Each Without limiting the generality of the Parties foregoing, each Party shall use reasonable commercial efforts as soon as reasonably practicable and in any event within seven (7) Business Days following the date of this Agreement make an appropriate filing of a Notification and Report Form pursuant to resolve any objections that may be asserted by any Governmental Entity the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated herebyTransactions. (c) Subject to the terms hereof, and without limiting Buyer’s obligations under Sections 4.1(d) and 4.1(e), during the Pre-Closing Period, each Party shall cooperate and use its reasonable best efforts to promptly (i) obtain any government clearances or approvals required for the Closing under applicable law (including any applicable Antitrust Law (as defined in Section 4.1(g)(i))) and (ii) respond to any government requests for information under any applicable law (including any applicable Antitrust Law). Except to the extent prohibited by applicable law, during the Pre-Closing Period, each Party will consult and cooperate with the other Party, and consider in good faith the views of the other Party, in connection with, and provide to the other Party in advance, any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted by or on behalf of such Party in connection with any proceeding in connection with the Transactions under or relating to any applicable Antitrust Law. To the extent not prohibited by applicable law or Governmental Entities reviewing the Transactions, during the Pre-Closing Period, the Parties will provide each other the opportunity to participate in meetings and other substantive conversations with any such Governmental Entities. Notwithstanding anything in this Agreement to the contrary, Xxxxx shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws, subject to good faith consultations with Seller. Buyer shall bear the filing fees associated with filings made with any Governmental Entity in connection with the Transactions, including any such filings under the Xxxx-Xxxxx-Xxxxxx Act. (d) Notwithstanding anything to the contrary in this Agreement, Xxxxx shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), effective as of the Closing (it being understood that Buyer shall be obligated to commit prior to the Closing to take such actions effective as of the Closing), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company, or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Company in order to avoid the entry of, or to effect the dissolution of, any judgment, order (whether temporary, preliminary or permanent), decree, stipulation or injunction issued under or with respect to any applicable law (including any Antitrust Order), which would have the effect of preventing or delaying the Closing beyond the Outside Date (as defined in Section 6.1(f)), unless such actions collectively would have a material adverse effect on the business, operations, condition (financial or otherwise) or results of operations of the Company and its Affiliates. Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, commercially reasonable efforts shall not obligate Buyer to propose, negotiate, offer to commit or effect (and if such offer is accepted, commit to and effect) by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Buyer (other than the Company effective as of the Closing), or otherwise offer to take or offer to commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Buyer (other than the Company effective as of the Closing). (e) Prior to the Closing, Buyer shall not, and shall cooperate with each other not permit any of [***], [***] or their respective Subsidiaries to, acquire (or enter into an agreement to contest acquire) any challenges equity interests or assets of any entity if such transaction is reasonably likely to materially delay the receipt of, or materially impact the ability of the Parties (or either Party) to obtain, any Consent or order from a Governmental Entity necessary for the consummation of the Transactions. (f) Notwithstanding anything to the transactions contemplated hereby by contrary (but except as provided in clause (iii) of Section 4.1(a)), neither Seller nor any Governmental Entity; provided, however, that Buyer of its Affiliates shall have no be required to make any payment or incur any liability or obligation in connection with the fulfillment of Seller’s obligations under this Section 4.1 4.1. For all purposes of this Section 4.1, Buyer’s “reasonable best efforts” shall not require Buyer to dispose take any action or hold separately or make refrain from taking any change in or action with respect to any portion of its business or assets Affiliates. (or in or to any portion g) For purposes of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto).this Agreement:

Closing Efforts. (a) Subject to the terms hereofThe Seller and Selling Shareholders shall execute, including Section 4.l(b)acknowledge and deliver all such further conveyances, each of the Parties notices, assumptions, and releases and such other instruments, and shall use reasonable commercial efforts to take all actions and to do all things such further actions, as may be reasonably necessary or advisable appropriate to transfer and deliver to the Purchaser and its respective successors and assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed under this Agreement in accordance with its terms, free of Encumbrances, and to assure the assumption by the Purchaser from the Seller of the Liabilities intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the transactions contemplated hereby. Without limiting the generality of the foregoing, the Parties agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be reasonably necessary or desirable in order to (i) consummate or implement expeditiously the transactions contemplated by this Agreement, including using reasonable commercial efforts to: (i) obtain all Third Party Consents, Agreement and the underlying transactions or (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership to Buyer obtain (A) the consent of any applicable regulatory approvals, registrations, licenses or authorizations, and (iii) otherwise comply in all material respects with all applicable laws and regulations in connection with third party that is necessary for the consummation of the transactions contemplated by this Agreement. Buyer shall pay Agreement and the underlying transactions, and (B) from any out-of-pocket costs (excluding legal feesGovernmental Body and other Persons all Governmental Authorizations and consents, approvals, authorizations, qualifications and orders as are necessary for which the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (b) Each of Agreement and the Parties shall use reasonable commercial efforts underlying transactions and to resolve promptly make all necessary filings, and thereafter make any objections that may be asserted by any Governmental Entity other required submissions, with respect to this Agreement required under applicable Legal Requirements. On and after the transactions contemplated herebyClosing, upon the reasonable request of a Party, the other Party or Parties shall prepare, execute and deliver such other and further agreements, instruments, certificates, and shall cooperate with each other documents, and take, do and perform such other and further actions, as may be reasonably necessary or appropriate in order to contest any challenges effectuate the purposes and intent of this Agreement and to consummate the transactions contemplated hereby by any Governmental Entity; provided, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto)as reasonably practicable.

Closing Efforts. (a) Subject to the terms hereof, including Section 4.l(b4.1(b), each of the Parties shall use reasonable commercial efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using reasonable commercial efforts to: (i) obtain all Third Party Consents, (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership to the Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, and (iii) otherwise comply in all material respects with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. The Buyer on the one hand and the Seller on the other hand shall pay evenly split any out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such Third Party Consents. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the parties shall (i) prepare and 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 Hxxx-Xxxxx-Xxxxxx Act within 14 days after the date hereof, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Hxxx-Xxxxx-Xxxxxx Act and (iii) use their respective commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the Hxxx-Xxxxx-Xxxxxx Act as soon as practicable. The Buyer shall pay the filing fee required in connection with filings made under the Hxxx-Xxxxx-Xxxxxx Act. (b) Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and shall cooperate with each other to contest any challenges to the transactions contemplated hereby by any Governmental Entity; provided, however, that the Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto).

Closing Efforts. (a) Subject to the terms hereofand conditions of this Agreement, including Section 4.l(b)Buyer, each of Merger Sub and the Parties shall Company will use their respective reasonable commercial best efforts to take take, or cause to be taken, all actions and to do do, or cause to be done, all things reasonably necessary or advisable desirable under Applicable Law or otherwise to cause all conditions to Closing hereunder to be satisfied and to consummate and make effective the transactions contemplated by this AgreementMerger and the Contemplated Transactions, including using reasonable commercial efforts to: making all necessary registrations and filings (iincluding filings under the HSR Act and any other Applicable Law) obtain all Third Party Consents, (ii) effect all with any Governmental Filings, including as necessary to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses or authorizationsAuthority, and (iii) otherwise comply in obtaining all material respects with necessary waivers, consents and approvals from, and taking all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. Buyer shall pay steps to avoid any out-of-pocket costs (excluding legal feesaction or proceeding by, for which the parties will each bear their own costs) associated with obtaining such Third Party Consentsany Governmental Authority. Each of Buyer, Merger Sub and the Parties shall promptly notify each of Company agrees to execute and deliver all such other documents, certificates, agreements and other writings as may be necessary or desirable in order to consummate or implement expeditiously the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay Merger and the consummation of the transactions contemplated by this AgreementContemplated Transaction. (b) To the extent required, promptly upon execution and delivery of this Agreement, each of Buyer, Merger Sub and the Company will use its reasonable best efforts to promptly prepare and file, or cause to be promptly prepared and filed, and in any event not later than fifteen (15) Business Days after the date of this Agreement, with the appropriate Governmental Authorities, a notification with respect to the Contemplated Transactions pursuant to the HSR Act, in which each requests early termination of the waiting period thereunder, and notifications or other appropriate filings under any other applicable antitrust or competition legal requirements (collectively, “Other Regulatory Laws”), supply all information requested by Governmental Authorities in connection with the HSR Act notification and such other filings under Other Regulatory Laws and cooperate with each other in responding to any such request. Buyer will be solely responsible for all filing fees required to be paid in connection therewith. Each of Buyer, Merger Sub and the Parties Company will furnish to the other and, upon request, to any Governmental Authorities such information and assistance as may be reasonably requested in connection with the foregoing, including by responding promptly to and complying fully with any request for additional information or documents under the HSR Act or Other Regulatory Laws, and each of Buyer, Merger Sub and the Company shall keep the other such parties reasonably apprised of the status of communications with, and the review of the Contemplated Transactions by, such Governmental Authorities. (c) In furtherance and not in limitation of the efforts referred to above in this Section 8.01, if any objections are asserted with respect to the Contemplated Transactions under the HSR Act or Other Regulatory Laws, or if any action, suit or proceeding is instituted (or threatened to be instituted) by the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Authority or any third party challenging the Contemplated Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of such transactions, each party hereto will use its reasonable commercial best efforts to resolve any such objections that or actions, suits or proceedings so as to permit the consummation of the Contemplated Transactions as expeditiously as possible. (d) Notwithstanding ‎Section 8.01(a), ‎Section 8.01(b) and ‎Section 8.01(c) or any other provision in this Agreement, in no event shall Buyer be obligated to, nor may be asserted by the Company agree to (without Buyer’s prior written consent) take any Governmental Entity with respect to of the following actions if such actions, individually or in the aggregate, would materially impair the anticipated benefits of the transactions contemplated hereby, and shall cooperate with each other taken as a whole, to contest Buyer: (i) offer, accept or agree, or commit to agree, to, in any challenges to the transactions contemplated hereby manner or form (including by any Governmental Entity; providedconsent decree, howeverhold separate order, that Buyer shall have no obligation under this Section 4.1 to dispose mitigation agreement or hold separately order or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assetsotherwise), any Remedies as a condition to incur obtaining any other burden with respect thereto necessary actions or to agree to do non-actions, waivers, consents, approvals or authorizations under the HSR Act or from any of the foregoingGovernmental Authorities in connection with the HSR Act or Other Regulatory Laws, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause defend, commence or prosecute any judicial or administrative action or similar proceeding instituted (or threatened to be instituted) by any Person under the loss of the attorney-client privilege with respect thereto)HSR Act or any other Applicable Law or seek to have any stay, restraining order, injunction or similar order entered by any Governmental Authority vacated, lifted, reversed, or overturned.

Closing Efforts. (a) Subject On the terms and subject to the terms hereof, including Section 4.l(b)conditions of this Agreement and the Asset Purchase Agreement, each of the Parties Buyer and the Seller shall use commercially reasonable commercial efforts to cause the Closing to occur hereunder and under the Asset Purchase Agreement, including by using commercially reasonable efforts to take or cause to be taken all actions and using such efforts to do or cause to be done all things reasonably necessary or advisable to perform its obligations hereunder and under the Asset Purchase Agreement, satisfy the conditions to Closing set forth herein, consummate the transactions contemplated by this Agreement, including using reasonable commercial efforts to: (i) obtain all Third Party Consents, (ii) effect all Governmental Filings, including as necessary to effect a transfer of ownership to Buyer of any applicable regulatory approvals, registrations, licenses or authorizations, hereby and (iii) otherwise thereby and comply in all material respects with all applicable laws and regulations legal requirements that may be imposed on it or any of its Affiliates in connection with the consummation of the transactions contemplated by this Agreement. Buyer shall pay any out-of-pocket costs (excluding legal fees, for which the parties will each bear their own costs) associated with obtaining such Third Party Consentshereby and thereby. Each of the Parties Buyer and the Seller shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement and the Asset Purchase Agreement. An "Affiliate" of a person or entity is any other person or entity controlling, controlled by or under common control with such first person or entity; provided that BTG will be deemed an "Affiliate" of the Seller prior to the Closing, and an "Affiliate" of the Buyer following the Closing. (b) Each of the Parties shall use reasonable commercial efforts to resolve any objections that may be asserted by any Governmental Entity Buyer and the Seller shall, as promptly as practicable but in no event later than fifteen Business Days following the date hereof, (i) file a merger notice with the Israeli Antitrust Authority with respect to the transactions contemplated herebyby this Agreement and the Asset Purchase Agreement, (ii) make such other filings as are necessary in other jurisdictions in order to comply with all applicable competition, antitrust or similar laws in connection with the transactions contemplated by this Agreement and the Asset Purchase Agreement and (iii) promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. Any such filing, notification and report form and supplemental information shall be in material compliance with the requirements of the Restrictive Trade Practices Law 1988 (the "Israeli Antitrust Law") or such other applicable law. Each of the Buyer and the Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any filing or submission that is necessary under the Israeli Antitrust Law or such other applicable law. Each of the Buyer and the Seller shall keep the other apprised of the status of any communications with, and any inquiries or requests for additional information from, the Israeli Antitrust Authority and any other applicable Governmental Entity and shall cooperate comply promptly with each any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made pursuant to the Israeli Antitrust Law or such other applicable law. Each of the Buyer and the Seller shall use commercially reasonable efforts to contest obtain approval from the General Director of the Israeli Antitrust Authority and any challenges clearance required under such other applicable law for the consummation of the transactions contemplated by this Agreement and the Asset Purchase Agreement. (c) Each of the Buyer and the Seller shall, as promptly as practicable after the date of this Agreement, (i) make such filings with the OCS, the Investment Center, the Israel Lands Authority and the municipal authorities of Nes Ziona, Israel and Beer Tuvia, Israel as are required to obtain the consent of such authorities to the transactions contemplated hereby by any Governmental Entity; providedthis Agreement and the Asset Purchase Agreement, however, that Buyer shall have no obligation under this Section 4.1 to dispose or hold separately or make any change in or to any portion of its business or assets (or in or to any portion of the Acquired Assets), to incur any other burden with respect thereto or to agree to do any of the foregoing, as a condition of such governmental clearances or approvals. Each of the Parties shall promptly inform each other of any material communication received by such Party from any Governmental Entity regarding any of the transactions contemplated hereby (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement or (ii) cause make such filings with, and seek such consents from, any other Governmental Entity required by applicable law, (iii) provide to each such authority or other Governmental Entity any information reasonably requested by such authority or other Governmental Entity in connection with such filing or consent and (iii) execute such undertakings customarily requested by any such authority or other Governmental Entity and reasonably necessary or advisable in connection with obtaining such consent. Without limiting the loss generality of clause (iii), the attorney-client privilege Buyer shall deliver to the OCS an undertaking in substantially the form attached hereto as Exhibit B and any other undertakings requested by the Investment Center with respect thereto)to BTG's continuing after the Closing to operate in a manner consistent with its previous undertakings to the Investment Center.