Common use of Commercially Reasonable Efforts; Certain Governmental Matters Clause in Contracts

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall cooperate and use its respective commercially reasonable efforts to fulfill or cause to be fulfilled as promptly as practicable the conditions precedent to the other Parties’ obligations hereunder, including securing as promptly as practicable all consents, approvals, registrations, waivers and authorizations required in connection with the Transactions. Without limiting the generality of the foregoing, HoldCo, OpCo, IPCo and Alibaba shall make all filings and submissions (if required) by the: (i) PRC Antitrust Laws, (ii) regulations by the PBOC with respect to licensing requirements and other compliance matters, (iii) regulations of MOFCOM with respect to technology import registration, (iv) regulations by SAFE with respect to foreign currency payment obligations, and (v) Intellectual Property related laws and regulations and the requirements thereunder with respect to registration, filing and approval by the PRC State Intellectual Property Office, the China Trademark Office and the National Copyright Administration and any other Laws (collectively, to the extent required, the “Regulatory Approvals”) as promptly as practicable after the date hereof and promptly file any additional information requested as soon as practicable after receipt of such request therefor. (b) Each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall cooperate with each other and shall furnish to the other Parties all information necessary or desirable in connection with requesting and obtaining the Regulatory Approvals, and in connection with resolving any investigation or other inquiry by any Governmental Authority under any Laws with respect to the Transactions. Each of the Parties shall promptly inform each other Party of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding the foregoing. No Party shall participate in any meeting with any Governmental Authority in respect of any filings, investigations or other inquiries to the extent relating to a Regulatory Approval without giving the other Parties prior notice of such meeting, and reasonable opportunity to participate, if permitted by the Governmental Authority. The Parties shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings to the extent relating to the Regulatory Approvals (including, with respect to making a particular filing, by providing copies of all such documents to the non-filing Party and their advisors at least two (2) Business Days prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). (c) In furtherance of this Section 7.02, and notwithstanding anything herein to the contrary, Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall each use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions in connection with the Regulatory Approvals as promptly as reasonably practicable. (d) In the event any Proceeding is commenced which threatens or questions the validity or legality of the Transaction Documents or the Transactions or seeks damages in connection therewith, the Parties agree to cooperate and use all reasonable efforts to defend against such Proceeding and, if an injunction or other order is issued in any such Proceeding, to use all reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the Transactions.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Each Upon the terms and subject to the conditions herein provided, each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall cooperate and the parties hereto agrees to use its respective commercially reasonable efforts to fulfill take, or cause to be fulfilled as taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Assignment and Assumption Agreement, including: (i) to comply promptly as practicable with all legal requirements which may be imposed on it with respect to this Agreement and the Assignment and Assumption Agreement and the transactions contemplated hereby and thereby (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Entity); (ii) to satisfy the conditions precedent to the obligations of such party hereto and thereto; (iii) to obtain any and all Consents; (iv) without limiting the generality of clause (iii) of this Section 7.6, to effect all registrations, filings and transfers of Licences (to the extent transferable) necessary for the operation of the Business and required under applicable Laws; (v) to obtain any other Parties’ obligations hereunder, including securing as promptly as practicable all consents, authorizations or approvals, registrationsand to make any other notices, waivers and authorizations required to be obtained or made by the Purchaser, GLC NewCo or the Vendor in connection with the Transactions. Without limiting acquisition of Assets or the generality taking of any action contemplated by this Agreement or the Assignment and Assumption Agreement; and (vi) to take any action reasonably necessary to vigorously defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the foregoing, HoldCo, OpCo, IPCo and Alibaba shall make all filings and submissions (if required) by the: (i) PRC Antitrust Laws, (ii) regulations by the PBOC with respect to licensing requirements and other compliance matters, (iii) regulations of MOFCOM with respect to technology import registration, (iv) regulations by SAFE with respect to foreign currency payment obligations, and (v) Intellectual Property related laws and regulations and the requirements thereunder with respect to registration, filing and approval by the PRC State Intellectual Property OfficeAssets, the China Trademark Office and the National Copyright Administration and any other Laws (collectively, to the extent required, the “Regulatory Approvals”) as promptly as practicable after the date hereof and promptly file any additional information requested as soon as practicable after receipt of such request therefor. (b) Each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall cooperate with each other and shall furnish to the other Parties all information necessary or desirable in connection with requesting and obtaining the Regulatory Approvals, and in connection with resolving any investigation or other inquiry by any Governmental Authority under any Laws with respect to the Transactions. Each assumption of the Parties shall promptly inform each other Party of any communication with, and any proposed understanding, undertaking Assumed Liabilities or agreement with, any Governmental Authority regarding the foregoing. No Party shall participate in any meeting with any Governmental Authority in respect of any filings, investigations or other inquiries to the extent relating to a Regulatory Approval without giving the other Parties prior notice of such meeting, and reasonable opportunity to participate, if permitted by the Governmental Authority. The Parties shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings to the extent relating to the Regulatory Approvals (including, with respect to making a particular filing, by providing copies of all such documents to the non-filing Party and their advisors at least two (2) Business Days prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). (c) In furtherance of this Section 7.02, and notwithstanding anything herein to the contrary, Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall each use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions in connection with the Regulatory Approvals as promptly as reasonably practicable. (d) In the event any Proceeding is commenced which threatens or questions the validity or legality of the Transaction Documents Agreement or the Transactions or seeks damages in connection therewith, the Parties agree to cooperate Assignment and use all reasonable efforts to defend against such Proceeding and, if an injunction or other order is issued in any such Proceeding, to use all reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the TransactionsAssumption Agreement.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Each Upon the terms and subject to the conditions herein provided, each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall the Parties agrees to cooperate and to use its respective commercially reasonable efforts to fulfill take, or cause to be fulfilled taken, all actions and to do, or cause to be done, all things necessary under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, in the most expeditious manner practicable, including the satisfaction of the respective conditions set forth in Articles VI and VII. Each of the Parties will use its commercially reasonable efforts to obtain any and all Permits and any and all licenses, consents and approvals of all third parties as promptly as practicable the conditions precedent are necessary to the other Parties’ obligations hereunderconsummation of the transactions contemplated by this Agreement. Except as set forth in Section 5.3(b), including securing as promptly as practicable all consents, approvals, registrations, waivers fees and authorizations required expenses incurred by the Parties in connection with obtaining such Permits and such licenses, consents and approvals shall be borne and treated in accordance with Section 10.8. In furtherance of the Transactions. foregoing, each of Purchaser and Seller shall take all commercially reasonable actions necessary to obtain such Permits and such licenses, consents and approvals including, in the case of any such Permits and any such licenses, consents and approvals required from any Governmental Authority (i) entering into negotiations with any such Governmental Authority, (ii) promptly complying with (or properly seeking to reduce the scope of) all formal or informal requests for additional information or documentary material received by it or any of its Affiliates from any such Governmental Authority, (iii) keeping the other Parties informed of any material communication with any such Governmental Authority; provided, however, that nothing in this Section 5.3(a) shall require or be construed to require Purchaser in connection with obtaining any such Permits and any such licenses, consents and approvals required from any Governmental Authority to take any action, agree to take any action, or agree to any limitation or restriction that Purchaser reasonable determines would or would reasonably be likely to be adverse to Purchaser or the Business (a “Negative Regulatory Action”). (b) Without limiting the generality of the foregoing, HoldCo, OpCo, IPCo each of Purchaser and Alibaba Seller shall promptly make all any filings and submissions (if required) by the: (i) PRC Antitrust Laws, (ii) regulations by with the PBOC with respect to licensing requirements and other compliance matters, (iii) regulations of MOFCOM with respect to technology import registration, (iv) regulations by SAFE with respect to foreign currency payment obligations, and (v) Intellectual Property related laws and regulations Federal Trade Commission and the requirements thereunder with respect to registration, filing and approval by the PRC State Intellectual Property Office, the China Trademark Office and the National Copyright Administration and any other Laws (collectively, Department of Justice as may be required pursuant to the extent required, the “Regulatory Approvals”) as promptly as practicable after the date hereof and promptly file HSR Act or any additional information requested as soon as practicable after receipt of such request therefor. (b) Each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall cooperate with each filings required by other and shall furnish to the other Parties all information necessary or desirable in connection with requesting and obtaining the Regulatory Approvals, and in connection with resolving any investigation or other inquiry by any Governmental Authority under any Competition Laws with respect to the Transactionsacquisition of the Shares by Purchaser. The initial filing fees required by any Competition Laws, including the initial filing fee under the HSR Act, shall be borne equally by Purchaser and Sellers. (c) Each of the Parties shall promptly inform each other Party of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding the foregoing. No Party shall participate in any meeting with any Governmental Authority in respect of any filings, investigations or other inquiries to the extent relating to a Regulatory Approval without giving the other Parties prior notice of such meeting, and reasonable opportunity to participate, if permitted by the Governmental Authority. The Parties shall will consult and cooperate with one another another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with all meetingsproceedings under or relating to any Competition Laws. Each of the Parties will (i) promptly notify the other Party of any written communication to that Party from any Governmental Authority located in the US and, actions and proceedings to the extent relating practicable, outside of the US and, subject to applicable Law, if practicable, permit the other Party to review in advance any material proposed written communication to any such Governmental Authority and incorporate the other Party’s reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the Regulatory Approvals extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend, and (includingiii) furnish the other Party with copies of all material correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to making a particular filing, by providing copies of all such documents to this Agreement and the non-filing Party and their advisors at least two (2) Business Days prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). (c) In furtherance of this Section 7.02, and notwithstanding anything herein to the contrary, Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall each use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions in connection with the Regulatory Approvals as promptly as reasonably practicabletransactions contemplated hereby. (d) In the event any Proceeding Action is commenced which threatens or questions the validity or legality of the Transaction Documents this Agreement or the Transactions transactions contemplated hereby or seeks damages in connection therewith, the Parties agree to cooperate and use all their respective commercially reasonable efforts to defend against such Proceeding Action and, if an injunction or other order is issued in any such ProceedingAction, to use all their respective commercially reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the Transactionstransactions contemplated hereby.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Each Upon the terms and subject to the conditions herein provided (including Section 2.3), each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall cooperate and the parties hereto agrees to use its respective commercially reasonable efforts to fulfill take, or cause to be fulfilled as taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including: (i) to comply promptly as practicable with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority); (ii) to satisfy the conditions precedent to the obligations of such party hereto; (iii) to obtain any and all Governmental Consents; (iv) without limiting the generality of clause (iii) of this Section 5.3(a), to effect all registrations, filings and transfers of Governmental Authorizations (to the extent transferable) necessary for the operation of the Business and required under Environmental Laws and other Parties’ obligations hereunder, including securing as promptly as practicable all applicable Laws; (v) to obtain any other consents, authorizations or approvals, registrationsand to make any other notices, waivers and authorizations required to be obtained or made by Purchaser, either Seller, any Seller Corporation or any Conveyed Company in connection with the Transactionsacquisition of the Shares and the Purchased Assets or the taking of any action contemplated by this Agreement; and (vi) to take any action reasonably necessary to vigorously defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Shares and the Purchased Assets, the assumption of the Assumed Liabilities or this Agreement, including promptly appealing any adverse court or administrative decision. (b) Subject to appropriate confidentiality protections, each of the Sellers and Purchaser will furnish to each other such information and reasonable assistance as such other party may reasonably request in connection with this Section 5.3, and will provide the other party with copies of all filings made by such party with any Governmental Authority and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the transactions contemplated hereby. Sellers and Purchaser shall coordinate with one another as far in advance as is reasonably practicable with respect to all written and oral communications with Governmental Authorities in connection with the Governmental Consents, including providing a reasonable opportunity to review and comment on all filings related to the Governmental Consents. Sellers and Purchaser shall provide to each other copies of all correspondence, filings or communications with Governmental Authorities in connection with the Governmental Consents, keep each other apprised of the status of any communications with, and any inquiries or requests for information from, the Governmental Authorities in connection with the Governmental Consents, and comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested by any Governmental Authority in connection with any of the Governmental Consents. The parties agree that a notification to the relevant Governmental Authorities under Exon Xxxxxx (each such notification, an “Exon-Xxxxxx Notification”) will be timely filed with respect to the transaction contemplated by this Agreement as a joint voluntary notice by Sellers, Purchaser and Purchaser Parent. Such Exon-Xxxxxx Notification (together with any amendments thereto) shall be subject to each party’s final approval prior to filing, such approval not to be unreasonably withheld, conditioned or delayed. Sellers will initiate the preparation of this notification, using information to be supplied by Purchaser and Purchaser Parent with respect to themselves, and the provisions of this Section 5.3(b) shall apply to the Exon-Xxxxxx Notification in all other respects. The parties also agree that a cable landing license transfer-and-assignment application will be timely filed with the FCC with respect to the transactions contemplated by this Agreement. Such application (together with any amendments thereto) shall be subject to each party’s final approval prior to filing, such approval not to be unreasonably withheld, conditioned or delayed. Sellers will initiate the preparation of this filing, using information to be supplied by Purchaser and Purchaser Parent with respect to themselves, and the provisions of this Section 5.3(b) shall apply to such application in all other respects. (c) Without limiting the generality of the foregoingundertakings pursuant to this Section 5.3, HoldCo, OpCo, IPCo and Alibaba shall make all filings and submissions (if required) by the: (i) PRC Purchaser and Sellers agree to use commercially reasonable efforts to provide or cause to be provided promptly to Governmental Authorities with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Laws, Entity”) information and documents requested by any Governmental Antitrust Entity or necessary, proper or advisable to permit consummation of the acquisition of the Shares and the Purchased Assets and the transactions contemplated by this Agreement; (ii) regulations Purchaser and Sellers agree to file any required notification and report form required under the HSR Act as soon as practicable and in any event not later than fifteen (15) Business Days after the date hereof, and thereafter use commercially reasonable efforts to certify as soon as practicable substantial compliance with any requests for additional information or documentary material that may be made under the HSR Act; (iii) Purchaser shall proffer to (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses of the Conveyed Companies and the Purchased Assets or any of Purchaser’s other assets or businesses now owned or presently or hereafter sought to be acquired by Purchaser; (B) terminate any existing relationships and contractual rights and obligations; and (C) amend or terminate such existing licenses or other Intellectual Property agreements and to enter into such new licenses or other Intellectual Property agreements (and, in each case, to enter into agreements with the PBOC relevant Governmental Antitrust Entity giving effect thereto), in each case with respect to licensing requirements the foregoing clauses (A), (B) or (C) if such action is necessary or reasonably advisable to obtain any Governmental Consent by any Governmental Antitrust Entity; and (iv) Purchaser and Sellers shall take promptly, in the event that any Governmental Antitrust Entity or Person seeks a permanent or preliminary injunction or Governmental Order or a permanent or preliminary injunction or other compliance matters, Governmental Order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the acquisition of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the acquisition of the Shares and the Purchased Assets or the other transactions contemplated by this Agreement, any and all commercially reasonable steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (iii) regulations of MOFCOM this subsection (c)) necessary to vigorously defend, vacate, modify or suspend such injunction or Governmental Order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. Each of Sellers and Purchaser will provide to the other party copies of all correspondence between it (or its advisor) and any Governmental Antitrust Entity relating to the acquisition of the Shares and the Purchased Assets and the Assumption of the Assumed Liabilities or any of the matters described in this Section 5.3. The Sellers and Purchaser agree that all telephone calls and meetings with respect to technology import registration,a Governmental Antitrust Entity regarding the acquisition of the Shares and the Purchased Assets or any of the matters described in this Section 5.3 shall, unless otherwise prohibited or required by the applicable Governmental Antitrust Entity, include Representatives of Sellers and Purchaser. (ivd) regulations by SAFE with respect Without limiting the generality of Sections 5.3(a), 5.3(b) and 5.3(c), Purchaser Parent and Purchaser agree: (A) to foreign currency payment obligationsmake, and (v) Intellectual Property related laws and regulations and the requirements thereunder with respect or cause to registrationbe made, filing and approval by the PRC State Intellectual Property Office, the China Trademark Office and the National Copyright Administration and any other Laws (collectively, to the extent required, the “Regulatory Approvals”) as promptly as practicable after the date hereof and promptly file any additional information requested as soon as practicable after receipt execution of such request therefor. this Agreement, (bi) Each of Alibabaall filings required or appropriate to obtain the consent of, OpCo, IPCo, JMY, JT and HoldCo shall cooperate with each other and shall furnish to the other Parties all information necessary or desirable in connection with requesting and obtaining the Regulatory Approvals, and in connection with resolving any investigation or other inquiry by any Governmental Authority under any Laws with respect to the Transactions. Each of the Parties shall promptly inform each other Party of any communication with, and any proposed understanding, undertaking or agreement withprovide notifications to, any Governmental Authority regarding the foregoing. No Party shall participate in any meeting with any Governmental Authority in respect of any filings, investigations or other inquiries to the extent relating to a Telecommunications Regulatory Approval without giving the other Parties prior notice of such meeting, and reasonable opportunity to participate, if permitted by the Governmental Authority. The Parties shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings to the extent relating to the Regulatory Approvals (including, with respect to making a particular filing, by providing copies of all such documents to the non-filing Party and their advisors at least two (2) Business Days prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). (c) In furtherance of this Section 7.02, and notwithstanding anything herein to the contrary, Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall each use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions transactions contemplated by this Agreement and (ii) all notifications or filings required or appropriate under Exon-Xxxxxx; (B) to, or to cause any Purchaser Designee (including VSNL U.S.) to, enter into any security or other agreement as may be requested or required by the Federal Bureau of Investigation, the U.S. Department of Justice and/or the U.S. Department of Homeland Security in connection with subclause (A) hereof or in connection with the Regulatory Approvals as promptly as reasonably practicable. transactions contemplated by this Agreement; and (dC) In to form within five (5) Business Days after the event any Proceeding is commenced which threatens or questions date hereof a new corporation under the validity or legality laws of the Transaction Documents State of Delaware that will be a wholly-owned subsidiary of Purchaser (such corporation, “VSNL U.S.”). Purchaser and Purchaser Parent agree not to cause or permit VSNL U.S. to transact any business between the Transactions or seeks damages in connection therewithdate of its incorporation and the Closing Date (other than its compliance with the terms hereof) and shall assign to VSNL U.S. pursuant to Section 11.3 all of Purchaser’s rights and obligations hereunder with respect to the purchase of the portion of the Purchased Assets held by U.S. domestic Asset Selling Corporations, the Parties agree to cooperate and use all reasonable efforts to defend against such Proceeding and, if an injunction or other order is issued in any such Proceeding, to use all reasonable efforts to have such injunction or other order liftedassumption of the portion of the Assumed Liabilities owed by U.S. domestic Asset Selling Corporations, and Purchaser’s obligations to cooperate reasonably regarding any other impediment to obtain all Governmental Consents necessary for the consummation of the Transactions.transactions contemplated hereby as may required to obtained by a U.S. domestic Person by the issuing Governmental Authority or under applicable Law (including the cable landing licenses issued by the FCC). The foregoing assignment shall be pursuant to an assignment and assumption agreement reasonably satisfactory to Sellers and shall be delivered to Sellers within one (1) Business Day after the date of incorporation of VSNL U.S.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Each Upon the terms and subject to the conditions herein provided, each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall the Parties agrees to cooperate and to use its respective commercially reasonable efforts to fulfill take, or cause to be fulfilled taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, in the most expeditious manner practicable, including the satisfaction of the respective conditions set forth in Articles VII and VIII. Each of the Parties will use its commercially reasonable efforts to obtain or transfer any and all Permits and any and all licenses, consents and approvals of all third parties, and make all necessary filings under the Connecticut Transfer of Establishments Act, Conn. Gen. State 22a-134 et seq. (the "Transfer Act") and Section 22a-6o of the Connecticut General Statutes (the "Permit Transfer Statute"), as promptly as practicable the conditions precedent are necessary to the other Parties’ obligations hereunderconsummation of the transactions contemplated by this Agreement. Without limitation of the foregoing, including securing as promptly as practicable all consents, approvals, registrations, waivers Purchaser and authorizations required its Affiliates agree to post any security deposit or parent guarantee reasonably requested by the lessor(s) of any Leased Real Property in connection with the Transactionsassignment of the lease thereof to Purchaser and the release of Sellers and their Affiliates from any liability or obligation thereunder following the Closing. All fees and expenses incurred by the Parties in connection with obtaining such Permits and such licenses, consents and approvals shall be borne by the Party incurring such costs and treated in accordance with Section 11.8. In furtherance of the foregoing, each of the Parties shall take all actions necessary to obtain such Permits and such licenses, consents and approvals including (i) entering into negotiations with any Governmental Authority, (ii) promptly complying with (or properly seeking to reduce the scope of) all formal or informal requests for additional information or documentary material received by such Party or any of its Affiliates from any Governmental Authority, (iii) promptly making proposals to any Governmental Authority, and (iv) keeping the other Parties informed of any material communication with any Governmental Authority. Notwithstanding anything to the contrary in this Agreement, the Parties shall not be obligated to take any actions listed in clauses (i)-(iv) of this Section 5.3(a) which would reasonably be expected to materially and adversely impact the Business. (b) Without limiting the generality of the foregoing, HoldCoPurchaser agrees to assume any and all obligations of Sellers under the Transfer Act for the current ongoing environmental activities at the Stafford and Staffordville, OpCoCT facilities and in this regard agrees tx xxxxxx all appropriate documentation to the appropriate Governmental Authority to assume such obligations. Purchaser also agrees that it will assume any and all obligations under the Transfer Act that arise from execution of this Agreement and the transferred facilities located in the State of Connecticut, IPCo including the filing of appropriate documentation with appropriate Governmental Authorities and Alibaba designating itself or any entity controlled by Purchaser that meets the definition of "Party associated with the transfer of an Establishment" as defined in Conn. Gen. Stat. Section 22a-134(7), as the Certifying Party. Also, with the exception of non-transferable permits and general permits, any environmental permits for facilities located in Connecticut will need to be transferred pursuant to the Permit Transfer Statute. At least thirty (30) days prior to the Closing, Purchaser shall make submit a completed Permit Transfer Form and all filings and submissions (if required) by the:required documentation to the applicable Governmental Authorities in order to obtain such Governmental Authority's approval to transfer the environmental Permits. (ic) PRC Antitrust Laws, (ii) regulations by Without limiting the PBOC with respect to licensing requirements and other compliance matters, (iii) regulations generality of MOFCOM with respect to technology import registration, (iv) regulations by SAFE with respect to foreign currency payment obligations, and (v) Intellectual Property related laws and regulations and the requirements thereunder with respect to registration, filing and approval by the PRC State Intellectual Property Officeforegoing, the China Trademark Office and the National Copyright Administration and any other Laws Parties shall, as soon as reasonably possible, but no later than five (collectively, to the extent required, the “Regulatory Approvals”5) as promptly as practicable Business Days after the date hereof hereof, make any filings with the Federal Trade Commission and promptly file any additional information requested the Department of Justice as soon as practicable after receipt of such request therefor. (b) Each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall cooperate with each other and shall furnish may be required pursuant to the other Parties all information necessary or desirable in connection with requesting and obtaining the Regulatory Approvals, and in connection with resolving any investigation or other inquiry by any Governmental Authority under any Laws HSR Act with respect to the Transactionsacquisition of the Equity Interests and the Purchased Assets, and the assumption of the Assumed Liabilities, by Purchaser. Purchaser shall pay all filing fees required by the HSR Act; provided, that if this Agreement is terminated pursuant to Section 10.1(a), or 10.1(d), or by Sellers pursuant to Section 10.1(b) or 10.1(c), then Sellers shall promptly reimburse Purchaser for fifty percent (50%) of all such HSR Act filing fees. (d) Each of the Parties shall promptly inform each other Party of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding the foregoing. No Party shall participate in any meeting with any Governmental Authority in respect of any filings, investigations or other inquiries to the extent relating to a Regulatory Approval without giving the other Parties prior notice of such meeting, and reasonable opportunity to participate, if permitted by the Governmental Authority. The Parties shall will consult and cooperate with one another another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with all meetingsproceedings under or relating to any Competition Laws. Each of the Parties will (i) promptly notify the other Party of any written communication to that Party from any Governmental Authority located in the U.S. and, actions and proceedings to the extent relating practicable, outside of the U.S. and, subject to applicable Law, if practicable, permit the other Party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other Party's reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the Regulatory Approvals extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend, and (includingiii) furnish the other Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives, on the one hand, and any such Governmental Authority or its respective staff, on the other hand, with respect to making a particular filing, by providing copies of all such documents to this Agreement and the non-filing Party and their advisors at least two (2) Business Days prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith)transactions contemplated hereby. (c) In furtherance of this Section 7.02, and notwithstanding anything herein to the contrary, Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall each use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions in connection with the Regulatory Approvals as promptly as reasonably practicable. (de) In the event any Proceeding claim, action, suit, investigation or other proceeding is commenced which threatens or questions the validity or legality of the Transaction Documents this Agreement or the Transactions transactions contemplated hereby or seeks damages in connection therewith, the Parties agree to cooperate and use all their respective commercially reasonable efforts to defend against such Proceeding claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such Proceedingaction, suit or other proceeding, to use all their respective commercially reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the Transactionstransactions contemplated hereby.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Each Upon the terms and subject to the conditions herein provided, each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall the Parties agrees to cooperate and to use its respective commercially reasonable efforts to fulfill take, or cause to be fulfilled taken, all actions and to do, or cause to be done, all things necessary under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, in the most expeditious manner practicable, including the satisfaction of the respective conditions set forth in Articles VI and VII. Except as promptly as practicable the conditions precedent set forth to the other Parties’ obligations hereundercontrary in Section 5.3(b), including securing as promptly as practicable all consents, approvals, registrations, waivers fees and authorizations required expenses incurred by the Parties in connection with the Transactions. actions required by each Party in accordance with this Section 5.3 shall be borne and treated in accordance with Section 10.8. (b) Without limiting the generality of the foregoing, HoldCoPurchaser shall, OpCoas soon as reasonably possible, IPCo and Alibaba shall make all filings and submissions but no later than five (if required5) by the: (i) PRC Antitrust Laws, (ii) regulations by the PBOC with respect to licensing requirements and other compliance matters, (iii) regulations of MOFCOM with respect to technology import registration, (iv) regulations by SAFE with respect to foreign currency payment obligations, and (v) Intellectual Property related laws and regulations and the requirements thereunder with respect to registration, filing and approval by the PRC State Intellectual Property Office, the China Trademark Office and the National Copyright Administration and any other Laws (collectively, to the extent required, the “Regulatory Approvals”) as promptly as practicable Business Days after the date hereof hereof, make any filings with the Federal Trade Commission and promptly file any additional information requested the Department of Justice as soon as practicable after receipt of such request therefor. (b) Each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall cooperate with each other and shall furnish may be required pursuant to the other Parties all information necessary or desirable in connection with requesting and obtaining the Regulatory Approvals, and in connection with resolving any investigation or other inquiry by any Governmental Authority under any Laws HSR Act with respect to the Transactionsacquisition of the Shares by Purchaser. Purchaser shall pay all filing fees required by the HSR Act. (c) Each of the Parties shall promptly inform each other Party of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding the foregoing. No Party shall participate in any meeting with any Governmental Authority in respect of any filings, investigations or other inquiries to the extent relating to a Regulatory Approval without giving the other Parties prior notice of such meeting, and reasonable opportunity to participate, if permitted by the Governmental Authority. The Parties shall will consult and cooperate with one another another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with all meetingsproceedings under or relating to any Competition Laws. Each of the Parties will (i) promptly notify the other Party of any written communication to that Party from any Governmental Authority located in the US and, actions and proceedings to the extent relating practicable, outside of the US and, subject to applicable Law, if practicable, permit the other Party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other Party’s reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the Regulatory Approvals extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and (includingiii) furnish the other Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to making a particular filing, by providing copies of all such documents to this Agreement and the non-filing Party and their advisors at least two (2) Business Days prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). (c) In furtherance of this Section 7.02, and notwithstanding anything herein to the contrary, Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall each use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions in connection with the Regulatory Approvals as promptly as reasonably practicabletransactions contemplated hereby. (d) In addition to the event any Proceeding is commenced which threatens or questions the validity or legality of the Transaction Documents or the Transactions or seeks damages agreements set forth above in connection therewiththis Section 5.3, the Parties agree to cooperate and Purchaser shall use all commercially reasonable efforts to defend against ensure that the consents, approvals, waivers, Permits or other authorizations from Governmental Authorities, including clearance under the HSR Act and any Foreign Competition Laws, are obtained as promptly as practicable and that any conditions set forth in or established by any such Proceeding consents, approvals, waivers or other authorizations from Governmental Authorities are wholly satisfied. In fulfillment of this covenant, Purchaser agrees, among other steps or actions and without limiting the scope of Purchaser’s obligations, to: (i) promptly comply with all formal or informal requests for additional information or documentary material received by it or any of its Affiliates from any Governmental Authority, (ii) offer and agree to an order providing for the divestiture by Purchaser and its Affiliates of such properties, assets, operations or businesses (including such properties, assets, or operations of the Company) as are necessary to permit Purchaser fully to complete the transactions contemplated hereby, (iii) offer and agree to hold separate such properties, assets, operations or businesses, pending the satisfaction or termination of any such conditions, restrictions or agreements affecting Purchaser’s full rights of ownership of the Company (or any portion thereof) as may be necessary to permit Purchaser fully to complete the transactions contemplated hereby, (iv) satisfy any additional conditions imposed by Governmental Authorities with respect to the acquisition of the Company, and (v) oppose fully and vigorously any litigation relating to this Agreement or the transactions contemplated hereby, including to appeal promptly any adverse decision or order by any Governmental Authority or, if an injunction or other order is issued in any such Proceedingreasonably requested by Seller, to use commence or threaten to commence and to pursue vigorously litigation reasonably believed by Seller to be helpful in obtaining authorization from Governmental Authorities or in terminating any outstanding proceedings, it being understood that the costs and expenses of all reasonable efforts such legal action shall be borne by Purchaser. (e) Notwithstanding anything to the contrary in this Agreement, (i) neither Purchaser nor any of its Subsidiaries shall be required to divest, hold separate or license any of their respective businesses, operations, product lines, properties or assets, or to take or agree to take any other action or agree to any limitation that would have such injunction an adverse effect (other than a de minimis adverse effect) on Purchaser or other order liftedany Subsidiary of Purchaser or on Purchaser combined with the Company, and (ii) the Company shall not be permitted to cooperate reasonably regarding divest, hold separate or license any of its businesses, operations, product lines, properties or assets, or to take or agree to take any other impediment action or agree to any limitation that would have an adverse effect (other than a de minimis adverse effect) on the consummation of the TransactionsCompany.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Each Upon the terms and subject to the conditions herein provided, each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall the Parties agrees to cooperate and to use its respective commercially reasonable efforts to fulfill take, or cause to be fulfilled taken, all actions and to do, or cause to be done, all things necessary under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, in the most expeditious manner practicable, including the satisfaction of the respective conditions set forth in Articles VII and VIII. Each of the Parties will use its commercially reasonable efforts to obtain any and all Permits and any and all licenses, consents and approvals of all third parties as promptly as practicable the conditions precedent are necessary to the other Parties’ obligations hereunder, including securing as promptly as practicable all consents, approvals, registrations, waivers consummation of the transactions contemplated by this Agreement. All fees and authorizations required expenses incurred by the Parties in connection with obtaining such Permits and such licenses, consents and approvals shall be borne by the TransactionsParty incurring such costs and treated in accordance with Section 11.8. In furtherance of the foregoing, Purchaser shall take all actions necessary to obtain such Permits and such licenses, consents and approvals including (i) entering into negotiations with any Governmental Authority, (ii) promptly complying with (or properly seeking to reduce the scope of) all formal or informal requests for additional information or documentary material received by it or any of its Affiliates from any Governmental Authority, (iii) promptly making proposals to any Governmental Authority, (iv) entering into such agreements with any Governmental Authority to divest assets as may be necessary to obtain approval of the transactions contemplated hereby and (v) keeping Seller informed of any material communication with any Governmental Authority. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be obligated to take any actions listed in clauses (i)-(iv) of this Section 5.3(a) which (i) are required or requested by a Governmental Authority that are not related to the sale and transfer of the Purchased Assets and Equity Interests but rather are solely related to the actions of Seller, the Seller Entities, the Conveyed Companies, any of their respective Affiliates or companies in the industries related to the Business or the L Tape Product Line and (ii) would reasonably be expected to materially and adversely impact the Business and the L Tape Product Line, taken as a whole. (b) Without limiting the generality of the foregoing, HoldCoPurchaser and Seller shall, OpCoas soon as reasonably possible, IPCo and Alibaba shall make all filings and submissions but no later than five (if required5) by the: (i) PRC Antitrust Laws, (ii) regulations by the PBOC with respect to licensing requirements and other compliance matters, (iii) regulations of MOFCOM with respect to technology import registration, (iv) regulations by SAFE with respect to foreign currency payment obligations, and (v) Intellectual Property related laws and regulations and the requirements thereunder with respect to registration, filing and approval by the PRC State Intellectual Property Office, the China Trademark Office and the National Copyright Administration and any other Laws (collectively, to the extent required, the “Regulatory Approvals”) as promptly as practicable Business Days after the date hereof hereof, make any filings with the Federal Trade Commission and promptly file any additional information requested the Department of Justice as soon as practicable after receipt of such request therefor. (b) Each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall cooperate with each other and shall furnish may be required pursuant to the other Parties all information necessary or desirable in connection with requesting and obtaining the Regulatory Approvals, and in connection with resolving any investigation or other inquiry by any Governmental Authority under any Laws HSR Act with respect to the Transactionsacquisition of the Equity Interests and the Purchased Assets, and the assumption of the Assumed Liabilities, by Purchaser. Purchaser shall pay all filing fees required by the HSR Act. Purchaser and Seller shall also, as soon as reasonably possible, make any required filings with, or request an Advance Ruling Certificate from, the Commissioner of Competition pursuant to the Competition Act with respect to the transactions contemplated by this Agreement. Purchaser and Seller may also elect to request an Advance Ruling Certificate (“ARC”) in addition to making any required filings. Purchaser shall pay all filing fees required by the Competition Act. Purchaser and Seller shall also, as soon as reasonably possible, make the requisite filing with the Bundeskartellamt under the GWB, and make any requisite filings under the MRFT Act with the Korean Fair Trade Commission. Purchaser shall pay all filings fees under the GWB and the MRFT Act. (c) Each of the Parties shall promptly inform each other Party of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding the foregoing. No Party shall participate in any meeting with any Governmental Authority in respect of any filings, investigations or other inquiries to the extent relating to a Regulatory Approval without giving the other Parties prior notice of such meeting, and reasonable opportunity to participate, if permitted by the Governmental Authority. The Parties shall will consult and cooperate with one another another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with all meetingsproceedings under or relating to any Competition Laws. Each of the Parties will (i) promptly notify the other Party of any written communication to that Party from any Governmental Authority located in the US and, actions and proceedings to the extent relating practicable, outside of the US and, subject to applicable Law, if practicable, permit the other Party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other Party’s reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the Regulatory Approvals extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend, and (includingiii) furnish the other Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to making a particular filing, by providing copies of all such documents to this Agreement and the non-filing Party and their advisors at least two (2) Business Days prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). (c) In furtherance of this Section 7.02, and notwithstanding anything herein to the contrary, Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall each use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions in connection with the Regulatory Approvals as promptly as reasonably practicabletransactions contemplated hereby. (d) In the event any Proceeding claim, action, suit, investigation or other proceeding is commenced which threatens or questions the validity or legality of the Transaction Documents this Agreement or the Transactions transactions contemplated hereby or seeks damages in connection therewith, the Parties agree to cooperate and use all their respective commercially reasonable efforts to defend against such Proceeding claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such Proceedingaction, suit or other proceeding, to use all their respective commercially reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the Transactionstransactions contemplated hereby. (e) Prior to the Closing, Purchaser will not take any action reasonably likely to result in a material delay in the receipt of clearance under the HSR Act for the sale and transfer of the Purchased Assets and Equity Interests. (f) As promptly as practicable following the date hereof, the Parties will use reasonable best efforts to prepare and agree upon the remaining schedules and exhibits to the Transition Agreements which have not been agreed and completed as of the date hereof, provided that such final schedules or exhibits shall be reasonably acceptable to Seller and Purchaser. Without limiting the foregoing, as promptly as practicable following the date hereof and in any event by January 20, 2006, the Parties will negotiate, promptly and in good faith, to complete Schedule 1 to the Transition Services Agreement, it being agreed that (i) the term of any such transition service thereunder shall not exceed one year from the Closing Date (other than with respect to any transitional participation by Transferred Employees in any benefit plans of Seller, which shall not exceed 4 months from the Closing Date, provided that Seller fully cooperates with respect to such transition); (ii) the cost for any such service shall be Seller’s direct labor costs and out-of-pocket costs for such services; (iii) Purchaser shall use its reasonable best efforts to establish mirror employee benefit plans consistent with its obligations under Sections 5.4 and 5.5 on or prior to the Closing Date, it being agreed by the Parties that any transitional participation by Transferred Employees in any benefit plans of Seller shall be for the shortest period practicable, and that Purchaser shall prioritize such transition to benefits plans of Purchaser; and (iv) such Schedule 1 shall be reasonably satisfactory to the Parties. Purchaser agrees to use its reasonable best efforts to fully transition the Business to function on a stand-alone basis as promptly as reasonably practicable.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Each Upon the terms and subject to the conditions herein provided, each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall cooperate and the parties hereto agrees to use its respective commercially reasonable efforts to fulfill take, or cause to be fulfilled as taken, all action and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, to (i) comply promptly as practicable with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include, without limitation, furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), (ii) satisfy the conditions precedent to the obligations of the other Parties’ obligations hereunderparty hereto, including securing as promptly as practicable all consents(iii) obtain any consent, approvalsauthorization, registrationsorder or approval of, waivers and authorizations or any exemption by, any Governmental Authority or other public or private third party required to be obtained or made by Purchaser or the Asset Selling Corporations or any of their respective Affiliates in connection with the Transactions. acquisition of the Conveyed Assets or the taking of any action contemplated by this Agreement, (iv) to the extent that the terms of certain Environmental Permits or the Environmental Laws pursuant to which those Environmental Permits were issued allow those Environmental Permits to be transferred or assigned to Purchaser, to convey or assign those Environmental Permits to the Purchaser at the Closing (to the extent that the terms of certain Environmental Permits or the Environmental Laws pursuant to which those Environmental Permits were issued do not allow those Environmental Permits to be transferred or assigned, Pfizer and the Asset Selling Corporations shall cooperate fully with Purchaser in its efforts to have those Environmental Permits reissued or to have new Environmental Permits issued to Purchaser effective as of the Closing Date or as soon thereafter as practicable), and (v) take any action reasonably necessary to defend, lift, mitigate and/or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Conveyed Assets or this Agreement, including promptly appealing any adverse court or administrative decision. (b) Subject to appropriate confidentiality protections, each of the parties hereto will furnish to the other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing and will provide the other party with copies of all filings made by such party with any Governmental Authority and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the transactions contemplated hereby. (c) Without limiting the generality of the foregoingundertakings pursuant to this Section 7.3, HoldCoPurchaser and Pfizer agree to provide promptly to Governmental Authorities with regulatory jurisdiction over enforcement of any applicable Competition Laws ("Governmental Antitrust Entity") information and documents requested by any Government Antitrust Entity or necessary, OpCoproper or advisable to permit consummation of the acquisition of the Conveyed Assets and the transactions contemplated by this Agreement. Each of Pfizer and Purchaser will provide to the other copies of all correspondence between it (or its advisor) and any Government Antitrust Entity relating to the acquisition of the Conveyed Assets or any of the matters described in this Section 7.3. Pfizer and Purchaser agree that all telephone calls and meetings with a Government Antitrust Entity regarding the acquisition of the Conveyed Assets or any of the matters described in this Section 7.3 shall, IPCo to the extent practicable, include representatives of Pfizer and Alibaba shall make Purchaser. Pfizer and Purchaser acknowledge that each has made the requisite filings pursuant to the HSR Act and all filings and submissions (if required) by the:applicable waiting periods thereunder have expired or terminated. (i) PRC Antitrust Laws,The parties acknowledge that Purchaser cannot acquire the Belgian Facility until it has obtained the necessary operating permits from the applicable Belgian Governmental Authorities set forth in Schedule 7.3(d). If Purchaser obtains all such permits listed on Schedule 7.3(d) on or prior to the Closing Date, then the Belgian Facility will be transferred to Purchaser as part of the Closing. If this does not occur on or prior to the Closing Date, then the Closing will occur as scheduled on the Closing Date with respect to all Conveyed Assets and Assumed Liabilities (except for the Belgian Facility and the Equipment located at the Belgium Facility (the "Belgian Facility and Related Assets")), and Purchaser will make payment of the Closing Date Payment on the Closing Date and the Net Revenues Payments (subject to the terms of this subsection (d)(i)) and Royalty Payments on the dates such payments are due. In addition, from the Closing Date to the time the Purchaser obtains the necessary operating permits and the Belgian Facility and Related Assets are transferred to Purchaser (such period, the "Belgium Interim"), Virginiamycin will be supplied by Pfizer to Purchaser pursuant to a supply agreement to be mutually agreed to by the parties reflecting the terms set forth on the term sheet appearing as Schedule 7.3(d)(2) (the "Belgian Supply Agreement"). If Purchaser has not obtained the necessary operating permits and the Belgian Facility and Related Assets are not transferred to Purchaser on or prior to the start of the fifth Annual Period, then any Net Revenues Payments attributable to sales of Virginiamycin during the fifth Annual Period that falls within the Belgium Interim will not be paid to Pfizer but instead will be paid to an escrow agent mutually agreed to by the parties and be invested and held pursuant to an escrow agreement acceptable to Pfizer, Purchaser and such escrow agent. If the Belgian Facility and Related Assets are transferred to Purchaser or its designated Affiliate on a date (the "Belgian Transfer Date") that is on or prior to the last day of the fifth Annual Period, then any such escrowed amounts, and all earnings therein (such escrowed amounts and earnings, the "Escrowed Fund") will be paid to Pfizer within five (5) Business Days following the Belgian Transfer Date. If the Belgian Transfer Date does not occur on or prior to the end of the fifth Annual Period, then the Escrowed Fund will be transferred to Purchaser within five (5) Business Days of the end of the fifth Annual Period and the obligation of Purchaser to pay Net Revenues Payments attributable to sales of Virginiamycin during the fifth Annual Period shall be extinguished. If Purchaser obtains the necessary operating permits for the transfer of the Belgian Facility and Related Assets following the end of the fifth Annual Period, then Purchaser shall have the option to purchase the Belgian Facility and Related Assets for a purchase price equal to the amount of the Escrowed Fund. To exercise such option, Purchaser must notify Pfizer in writing that it is exercising such option within sixty (60) days of its receipt of the necessary operating permits for the transfer of the Belgian Facility and Related Assets, and if Pfizer does not receive a written notice of exercise within such sixty (60) day period, such option shall lapse. (ii) regulations by The parties further acknowledge that they will not effect the PBOC transfer of the Conveyed Assets and assumption of the Assumed Liabilities in China and Japan (such jurisdictions, the "Affected Jurisdictions") until Purchaser is in a position to receive such Conveyed Assets and assume such Assumed Liabilities, which will occur as soon as reasonably practicable. Pfizer and Purchaser agree to effect the Closing (including payment of the Closing Date Payment on the Closing Date and the Net Revenues Payments and Royalty Payments on the dates such payments are due), subject to the terms of this Agreement, with respect to licensing requirements all Conveyed Assets and other compliance matters, (iii) regulations Assumed Liabilities outside of MOFCOM with respect to technology import registration, (iv) regulations by SAFE with respect to foreign currency payment obligations, and (v) Intellectual Property related laws and regulations and the requirements thereunder with respect to registration, filing and approval by Affected Jurisdictions on the PRC State Intellectual Property Office, Closing Date. The obligations of the China Trademark Office and the National Copyright Administration and any other Laws (collectively, to the extent required, the “Regulatory Approvals”) as promptly as practicable after the date hereof and promptly file any additional information requested as soon as practicable after receipt of such request therefor. (b) Each of Alibaba, OpCo, IPCo, JMY, JT and HoldCo parties hereto set forth in this Section 7.3 shall cooperate with each other and shall furnish to the other Parties all information necessary or desirable in connection with requesting and obtaining the Regulatory Approvals, and in connection with resolving any investigation or other inquiry by any Governmental Authority under any Laws continue with respect to the Transactions. Each steps to closing in the Affected Jurisdictions until all such steps have been taken and completed, at which time the parties shall effect the transfer of the Parties shall promptly inform each other Party relevant Conveyed Assets. As of any communication withthe Closing Date, Pfizer and any proposed understandingPurchaser shall, undertaking subject to applicable Law, enter into a "net economic benefit" letter agreement in the form attached hereto as Exhibit J to provide Purchaser with the net economic benefit or agreement withloss of the Business in the Affected Jurisdictions from and after the Closing Date until transfer of the affected Conveyed Assets is effected. (e) If Virginiamycin is reinstated for sale in the European Union (EU) after the Closing Date, any Governmental Authority regarding the foregoing. No Party shall participate in any meeting with any Governmental Authority in respect of any filingsPfizer will provide reasonable assistance to Purchaser, investigations or other inquiries to the extent relating to a Regulatory Approval without giving the other Parties prior notice of such meetingat Purchaser's request, and reasonable opportunity to participate, if permitted by the Governmental Authority. The Parties shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted Purchaser's re-registration of certain claims for Virginiamycin as contemplated by or on behalf Pfizer as of any Party the date of this Agreement. Pfizer's obligation to assist in connection with all meetings, actions and proceedings such re-registration process shall be subject to the extent relating availability of the process described in Pfizer's confirmation letter of January 21, 2000 to the Regulatory Approvals (including, with respect to making a particular filing, by providing copies EU Council regarding the provisions of all such documents to the non-filing Party and their advisors at least two (2) Business Days prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). (c) In furtherance of this Section 7.02, and notwithstanding anything herein to the contrary, Alibaba, OpCo, IPCo, JMY, JT and HoldCo shall each use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions in connection with the Regulatory Approvals as promptly as reasonably practicable. (d) In the event any Proceeding is commenced which threatens or questions the validity or legality of the Transaction Documents or the Transactions or seeks damages in connection therewith, the Parties agree to cooperate and use all reasonable efforts to defend against such Proceeding and, if an injunction or other order is issued in any such Proceeding, to use all reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the Transactions.EU Council Directive 96/51/EC. * OMITTED PURSUANT TO OUR REQUEST FOR CONFIDENTIAL TREATMENT