Common use of Consents and Conditions Clause in Contracts

Consents and Conditions. (a) Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; (ii) making all registrations and filings with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictions) and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed. (b) [Intentionally Omitted] (c) Purchaser shall keep Seller reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing Seller with copies of notices or other communications received by Purchaser or by any of its Subsidiaries from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. Purchaser shall promptly furnish to Seller such necessary information and reasonable assistance as Seller may request in connection with the foregoing and shall promptly provide counsel for Seller with copies of all filings made by Purchaser, and all correspondence between Purchaser (and its advisors) with any Governmental Body and any other information supplied by Purchaser and its Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; provided, however, that Purchaser may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller as “outside counsel only,” and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of Seller and will not be disclosed by such outside counsel to employees, officers or directors of Seller unless express permission is obtained in advance from Purchaser or its legal counsel. Purchaser shall, subject to applicable Law, permit counsel for Seller reasonable opportunity to review in advance, and consider in good faith the views of Seller in connection with, any proposed written communication to any Governmental Body. Purchaser agrees not to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller in advance and, to the extent not prohibited by such Governmental Body, gives Seller the opportunity to attend and participate.

Consents and Conditions. (a) Purchaser Seller shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller Purchaser in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicablehereby, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; provided, however, that such efforts shall not require Seller or any of its Subsidiaries to make any payment to obtain any such consent, approval or waiver or to give such notice, except as specifically provided in the Transition Agreements and except to the extent provided in Section 6.13(b); including any consents, approvals or waivers with respect to the assignment or conveyance of any of the Purchased Assets or Permits or to the extent the transactions contemplated by this Agreement constitute a “change in control” transaction under any Business Contract; (ii) making all registrations and filings with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictionsAct) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversedreversed and (iv) causing each Acquired Company which holds any assets which are Excluded Assets to transfer such assets to Seller or one of its Subsidiaries that is not an Acquired Company; and cause each Acquired Company which has any obligations constituting Excluded Liabilities to assign such obligations to Seller or one of its Subsidiaries that is not an Acquired Company, and Seller (or such other Subsidiary) will assume such Excluded Liabilities. (b) [Intentionally Omitted]If any consent of a third party that is required in order to assign or transfer any Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, is not obtained prior to the Closing Date, or if an attempted assignment would be ineffective or would adversely affect the ability of Seller to convey its interest in question to Purchaser, Seller will cooperate with Purchaser in any lawful arrangement to provide that Purchaser shall receive the interest of Seller in the benefits and obligations under any such Contract or Permit until such consent is obtained. (c) Purchaser Seller shall keep Seller Purchaser reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing Seller Purchaser with copies of notices or other communications received by Purchaser Seller or by any of its Subsidiaries from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. Purchaser Seller shall promptly furnish to Seller Purchaser such necessary information and reasonable assistance as Seller Purchaser may request in connection with the foregoing and shall promptly provide counsel for Seller Purchaser with copies of all filings made by PurchaserSeller, and all correspondence between Purchaser Seller (and its advisors) with any Governmental Body and any other information supplied by Purchaser Seller and its Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; , provided, however, that Purchaser Seller may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller Purchaser as “outside counsel only,” and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of Seller Purchaser and will not be disclosed by such outside counsel to employees, officers or directors of Seller Purchaser unless express permission is obtained in advance from Purchaser Seller or its legal counsel. Purchaser Seller shall, subject to applicable Law, permit counsel for Seller Purchaser reasonable opportunity to review in advance, and consider in good faith the views of Seller in connection with, any proposed written communication to any Governmental Body. Purchaser Seller agrees not to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller Purchaser in advance and, to the extent not prohibited by such Governmental Body, gives Seller Purchaser the opportunity to attend and participate. (d) Seller shall promptly, but in any event within seven (7) Business Days after having Knowledge thereof, (i) notify Purchaser of any representation or warranty made hereunder ceasing to be true in any material respect, or any material breach of any covenant or agreement made hereunder, (ii) notify Purchaser of any emergency or other change in the normal course of the Business or in the condition of the Assets or the Assumed Liabilities or the operation of the Business and of any pending or threatened Legal Proceeding relating to the Business, the Assets, the Assumed Liabilities or the Acquired Company Employees or Business Employees that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Consents and Conditions. (a) Purchaser Seller shall use its reasonable best efforts to take, or cause to be taken, all actionsreasonable endeavors, and to do, or cause to be done, and to assist and cooperate with Seller Purchaser in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, engaging in any required consultation with, and giving any necessary notifications to, third partiesparties (including works councils); (ii) making all registrations and filings with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictionsthe EC Regulation) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; (iii) responding to any information requests from the European Commission and/or the United States as soon as possible; and (iiiiv) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed. (b) [Intentionally Omitted] (c) If any consent of a third party that is required in order to assign or transfer any Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, is not obtained prior to the Closing Date, or if an attempted assignment would be ineffective or would adversely affect the ability of Seller to convey its interest in question to Purchaser, Seller will cooperate with Purchaser in any lawful arrangement to provide that Purchaser shall keep Seller reasonably apprised of receive the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing Seller with copies of notices or other communications received by Purchaser or by any of its Subsidiaries from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. Purchaser shall promptly furnish to Seller such necessary information and reasonable assistance as Seller may request in connection with the foregoing and shall promptly provide counsel for Seller with copies of all filings made by Purchaser, and all correspondence between Purchaser (and its advisors) with any Governmental Body and any other information supplied by Purchaser and its Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; provided, however, that Purchaser may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller as “outside counsel only,” and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of Seller and will not be disclosed by such outside counsel to employees, officers or directors of Seller unless express permission is obtained in advance from Purchaser or its legal counsel. Purchaser shall, subject to applicable Law, permit counsel for Seller reasonable opportunity to review in advance, and consider in good faith the views interest of Seller in connection withthe benefits under any such Contract or Permit, any proposed written communication to any Governmental Body. and Purchaser agrees not to participateshall be responsible for the liabilities and obligations under such Contract or Permit, or to permit its Affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller in advance and, to the extent not prohibited by until such Governmental Body, gives Seller the opportunity to attend and participate.consent is

Consents and Conditions. (a) Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining obtain all necessary consents, approvals or waivers from, and giving give any necessary notifications to, third parties; and (ii) making make all registrations and filings withwith all Governmental Bodies (including but not limited to those in connection with the HSR Act and the EC Merger Regulation). In furtherance of the foregoing, within five (5) Business Days after the date of this Agreement Purchaser shall, using its reasonable best efforts, begin taking all steps reasonably necessary to make or cause to be made by or on behalf of Purchaser all registrations and filings with all applicable Governmental Bodies (including those in connection with the HSR Act and/or EC Merger Regulation in connection with the transactions contemplated by this Agreement, and obtaining shall thereafter use its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from, from all such Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictions) and taking all steps as may be necessary to obtain an approval or waiver from, or promptly as practicable. The Purchaser shall use its reasonable best efforts to avoid an action or proceeding by, the issuance of a Governmental Body; Request for Additional Information and Documentary Material (iii“Second Request”) defending any Legal Proceedings challenging this Agreement under 15 U.S.C. § 18a(e)(2) in the United States or the consummation issuance of a decision under Article 6(1)(c) of the transactions contemplated hereby, including seeking to have any stay EC Merger Regulation initiating a “Second Phase” investigation (“Second Phase”) or temporary restraining order or preliminary or permanent injunction entered the extension by any other Governmental Body vacated or reversedof its clearance procedure beyond the initial waiting period. (b) [Intentionally Omitted] (c) Purchaser shall keep Seller reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing Seller with copies of notices or other communications received by Purchaser or by any of its Subsidiaries from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. Purchaser shall promptly furnish to Seller such necessary information and reasonable assistance as Seller may request in connection with the foregoing and shall promptly provide counsel for Seller with copies of all filings made by Purchaser, and all correspondence between Purchaser (and its advisors) with any Governmental Body and any other information supplied by Purchaser and its Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; , provided, however, that Purchaser may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller as “outside counsel only,” and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of Seller and will not be disclosed by such outside counsel to employees, officers or directors of Seller unless express permission is obtained in advance from Purchaser or its legal counsel. Purchaser shall, subject to applicable Law, permit counsel for Seller reasonable opportunity to review in advance, and consider in good faith the views of Seller in connection with, any proposed written communication to any Governmental Body. To the extent practicable, Purchaser agrees not to participateconsult with Seller prior to participating, or to permit permitting its Affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller in advance and, to the extent not prohibited by such Governmental Body, gives to give Seller the opportunity to attend and participate.

Consents and Conditions. (a) Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; (ii) making all required registrations and filings with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictions) and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) obtaining all Permits referred to in Section 8.9; (iv) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed; and (v) promptly concluding the arrangements referred to in Section 8.11. Without limiting the generality of the foregoing, Purchaser shall (i) take all actions within Purchaser’s control to cause the condition to Closing set forth in Section 8.9 to be satisfied prior to July 31, 2007 and (ii) negotiate in good faith and otherwise use its reasonable best efforts to cause the condition to closing in Section 8.11 to be satisfied, prior to July 31, 2007. (b) [Intentionally Omitted] (c) Purchaser shall keep Seller reasonably apprised of the status of matters relating to the completion any of the transactions contemplated herebymatters referred to in Section 7.3, including promptly furnishing Seller with copies of notices or other communications received by Purchaser or by any of its Subsidiaries from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. In connection with the foregoing, Purchaser shall promptly furnish to Seller such necessary information and reasonable assistance as Seller may request in connection with the foregoing and shall promptly provide counsel for Seller with copies of all filings made by Purchaser, and all correspondence between Purchaser (and its advisors) with any Governmental Body and any other information supplied by Purchaser and its Affiliates to a Governmental Body in connection herewith therewith and the transactions contemplated hereby; provided, however, that Purchaser may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller as “outside counsel only,” and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of Seller and will not be disclosed by such outside counsel to employees, officers or directors of Seller unless express permission is obtained in advance from Purchaser or its legal counsel. Purchaser shall, subject to applicable Law, permit counsel for Seller reasonable opportunity to review in advance, and consider in good faith the views of Seller Purchaser in connection with, any proposed written communication to any Governmental BodyBody in connection with the matters referred to in this Section 7.3. To the extent practicable, Purchaser agrees not to participate, consult with the Seller prior to participating or to permit permitting its Affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller in advance and, to the extent not prohibited by such Governmental Body, gives agrees to give Seller the opportunity to attend and participate. (c) As soon as reasonably practicable after the date hereof, the Purchaser shall, together with Seller, jointly prepare and file with the CFIUS a joint voluntary notice under the Exon-Fxxxxx Amendment with respect to the transaction contemplated by this Agreement. The Purchaser shall provide CFIUS with any additional or supplemental information requested from Purchaser by CFIUS or its member agencies during the Exon-Fxxxxx Amendment review process. The Purchaser shall, in cooperation with Seller, take all commercially reasonable steps advisable, necessary or desirable to finally and successfully complete the Exon-Fxxxxx Amendment review process as promptly as practicable and in any event prior to July 31, 2007. (d) As soon as reasonably practicable after receipt of the list referred to in Section 6.4(d), the Purchaser shall, together with Purchaser, prepare and file with the United States Department of State, Directorate of Defense Trade Controls, notifications under 22 U.S.C. §§2778-2780 of the Arms Export Control Act and the ITAR, and, in cooperation with Purchaser, shall take all commercially reasonable steps advisable, necessary or desirable to novate all export licenses or other authorizations, whether issued under the EAR or the ITAR, applicable to the Business, if any.]

Consents and Conditions. (a) Purchaser Sellers shall use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller Purchaser in doing, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; (ii) making all registrations and filings as promptly as practicable with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictionsAct) and taking using all steps as may be necessary reasonable best efforts to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) responding to any information requests from Governmental Bodies as soon as reasonably practicable; (iv) until the Termination Date (as defined below), defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed; and (v) transferring to Purchaser all Permits and Environmental Permits used by Seller primarily in connection with or necessary for the operation of the Business in each case to the extent such transfer is permitted under applicable Law. Sellers shall take those actions set forth on SCHEDULE 6.3. (b) [Intentionally Omitted]Seller shall keep Purchaser reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, and Seller and Purchaser shall reasonably cooperate with each other in obtaining any requisite clearances or approvals from any Governmental Body. (c) Upon written notice of Purchaser to Seller for good cause shown, this SECTION 6.3(c) shall replace SECTION 6.3(b) and SECTION 7.3(c) shall replace Section 7.3(b). Seller shall keep Seller Purchaser reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing Seller Purchaser with copies of notices or other communications received by Purchaser Seller or by any of its Subsidiaries Affiliates from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. Purchaser and Seller shall each promptly furnish to Seller the other such necessary information and reasonable assistance as Seller the other party may request in connection with the foregoing and shall each promptly provide counsel for Seller the other party with copies of all filings made by Purchasersuch party, and all correspondence between Purchaser such party (and its advisors) with and any Governmental Body and any other information supplied by Purchaser such party and its such party's Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that Purchaser and Seller may, as it each deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller the other as “"outside counsel only,” " and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “"outside counsel only” " and the information contained therein shall be given only to the outside legal counsel of Seller the recipient and will not be disclosed by such outside counsel to employees, officers or directors of Seller the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. Purchaser Each party shall, subject to applicable Law, permit counsel for Seller the other party reasonable opportunity to review in advance, and consider in good faith the views of Seller the other party in connection with, any proposed written communication to any Governmental Body. Purchaser agrees and Seller agree not to participate, or to permit its Affiliates their affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller the other party in advance and, to the extent not prohibited by such Governmental Body, gives Seller the other party the opportunity to attend and participate; PROVIDED, HOWEVER, that Seller shall not be deemed to have breached this covenant if (A) Seller uses efforts reasonable under the circumstances to contact Purchaser or its representatives, but is nonetheless unable to reach Purchaser or its representatives prior to the time at which such Governmental Body proposes to conduct such meeting or discussion or (B) any such designated representatives are unable to participate in such meeting at such proposed time.

Consents and Conditions. (a) Purchaser Subject to Section 6.4(b), from the date hereof through the date that is nine (9) months after the Closing, each Party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining obtain all necessary consents, approvals approvals, Permits, Orders or waivers from, and giving give any necessary notifications to, third parties; (ii) making all registrations and filings with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those Persons required to be obtained in connection with the HSR Act execution, delivery and comparable requirements performance of the Transaction Documents and consummation of the Transaction; provided, however, that such commercially reasonable efforts shall not require any Party to make any payment (other than (A) amounts required to be paid under any Contract to which such Party or any of its Affiliates is a Party, and (B) filing fees and similar amounts) or undertake any material obligation to any Person in foreign jurisdictions) and taking all steps as may be necessary order to obtain an such consent approval or waiver; provided further, that neither Seller nor Logistics shall not enter into any Contract, amend or terminate any Contract, make any payment (other than (x) amounts required to be paid by such Party or any of its Affiliates under the terms of any Contract, and (y) filing fees and similar amounts) or grant any concession (or permit the Company to make take any of the foregoing actions), in each case for the purpose of obtaining any consent, waiver fromor approval, or to avoid an action or proceeding by, a Governmental Bodywithout the prior written consent of Purchaser; and (iiiii) defending defend or contest any Legal Proceedings Action challenging this Agreement any Transaction Document or that may otherwise prevent, materially impede, interfere with, hinder or delay the consummation of the transactions contemplated herebyTransaction, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction Order entered by any Governmental Body Authority vacated or reversed. From the date hereof until the earlier of the date that is nine (9) months after the Closing or until such time as the necessary consents, approvals, Permits, Orders or waivers required by this Section 6.4(a) are received (including, for the avoidance of doubt, after the Closing to the extent such consents, approvals, Permits, Orders or waivers are not received prior to Closing), Purchaser and Seller shall use and cause their respective Subsidiaries to use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to both Parties under which the Business would, in compliance with applicable Law, obtain the benefits associated with the applicable portion of such arrangement or Contract. (b) [Intentionally Omitted]Each Party agrees to supply promptly any information and documentary material reasonably available to such Party that may be requested of such Party by the relevant Governmental Authorities under any applicable Antitrust Law. Purchaser covenants and agrees to use reasonable best efforts to take, and to cause its Affiliates to take, any and all steps necessary to avoid or eliminate as soon as possible each and every objection, challenge, Action or other impediment under applicable Antitrust Laws that may be asserted by any Governmental Authority so as to enable the Parties to expeditiously consummate the Transactions, including committing, by consent decree, hold separate order, stipulation or otherwise, (i) to sell, hold separate, divest, redistribute, discontinue or limit any of its assets or properties, businesses or interests, or (ii) to conditions relating to, or changes or restrictions in, the operations of any such assets or properties, businesses or interests which could reasonably be expected to materially and adversely impact the 32 (c) Purchaser shall keep Seller reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing Seller with copies of notices or other communications received by Purchaser or by any of its Subsidiaries from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. Purchaser shall promptly furnish to Seller such necessary information and reasonable assistance as Seller may request in connection with the foregoing and shall promptly provide counsel for Seller with copies of all filings made by Purchaser, and all correspondence between Purchaser (and its advisors) with any Governmental Body and any other information supplied by Purchaser and its Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; provided, however, that Purchaser may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller as “outside counsel only,” and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of Seller and will not be disclosed by such outside counsel to employees, officers or directors of Seller unless express permission is obtained in advance from Purchaser or its legal counsel. Purchaser shall, subject to applicable Law, permit counsel for Seller reasonable opportunity to review in advance, and consider in good faith the views of Seller in connection with, any proposed written communication to any Governmental Body. Purchaser Each Party agrees not to participate, or to permit its Affiliates to participate, participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body Authority in connection herewith and with the transactions contemplated hereby Transactions unless it consults (to the extent permitted) with Seller the other Parties in advance andadvance, and to the extent not prohibited by such Governmental BodyAuthority, gives Seller the other Parties the opportunity to attend and participate. (d) Subject to any applicable confidentiality restrictions and applicable Law, each Party shall furnish promptly to each other Party copies of all correspondence, filings, notices or other communications with all other Persons and Governmental Authorities, with respect to the Transaction; provided, however, that such Party may, as it deems advisable and necessary, reasonably designate any commercially or competitively sensitive material provided to the other Party as “outside counsel only” and such materials may be redacted. Materials designated as “outside counsel only,” and the information contained therein, shall be given only to the outside legal counsel of the other Parties (and shall not be disclosed by such outside counsel to any Representatives of such other Party unless express written consent is obtained in advance from the disclosing Party’s legal counsel). Each Party shall, subject to applicable Law, permit counsel for the other Party reasonable opportunity to consider in good faith the views of such Party concerning any proposed written communication to any Governmental Authority in connection with the consummation of the Transaction.

Consents and Conditions. (a) Purchaser Seller shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller Purchaser in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) promptly obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; provided, however, that such efforts shall not require Seller or any of its Subsidiaries to make any payment to obtain any such consent, approval or waiver or to give such notice, other than nominal transfer fees or costs and expenses of third parties expressly required to be paid pursuant to the terms of any Business Contract; (ii) promptly making all registrations and filings with, and obtaining all necessary or advisable actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictionsthe EC Competition Regulation) and taking all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any Order, stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed; provided, however, that, in connection with the foregoing, Seller and its Subsidiaries shall not make any commitment or undertaking or incur any liability or obligation with respect to the Business or the Acquired Companies without the consent of Purchaser, which consent shall not be unreasonably withheld (it being understood that such consent may be withheld with respect to any matter that would reasonably be expected to increase in any material respect the financial obligations of Purchaser or the Acquired Companies, except as required by Section 7.3). (b) [Intentionally Omitted]If any consent of a third party that is required in order to assign or transfer any Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, is not obtained prior to the Closing Date, or if an attempted assignment would be ineffective or would adversely affect the ability of Seller to convey its interest in question to Purchaser or its Affiliates, Seller will cooperate with Purchaser in any lawful arrangement to provide that Purchaser or its Affiliates shall receive the interest of Seller in the benefits and obligations under any such Contract or Permit until such consent is obtained. In the event that any Transferred JV Interests are transferred to any third party in accordance with the applicable provisions of any existing contractual obligations of Seller or any of its Subsidiaries (or the applicable provisions of the joint venture agreement, limited liability company agreement or other constitutive document of any joint venture), the Final Cash Consideration shall be reduced by an amount equal to the amount of consideration allocable to such Transferred JV Interests pursuant to Schedule 2.4. (c) Purchaser Seller shall keep Seller Purchaser reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including hereby and shall promptly furnishing Seller furnish Purchaser with copies of notices or other communications received by Purchaser Seller or by any of its Subsidiaries Sub- sidiaries or its or their Representatives from any third party and/or any Governmental Body with respect to the transactions contemplated herebyhereby and, if material, the Business or the Acquired Companies. Purchaser Seller shall promptly furnish to Seller Purchaser such necessary information and reasonable assistance as Seller Purchaser may request in connection with the foregoing and shall promptly provide counsel for Seller Purchaser with copies of all filings made by PurchaserSeller, and all correspondence between Purchaser Seller (and its advisorsRepresentatives) with any Governmental Body and any other information supplied by Purchaser Seller and its Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; hereby and, if material, the Business or the Acquired Companies, provided, however, that Purchaser Seller may, as it deems advisable and necessarynecessary to protect privilege or to comply with contractual arrangements, reasonably designate any competitively sensitive material provided to Seller Purchaser as “"outside counsel only,” " and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangementsBusiness. Materials designated as for “"outside counsel only” " and the information contained therein shall be given only to the outside legal counsel of Seller Purchaser and will not be disclosed by such outside counsel to employees, officers or directors of Seller Purchaser unless express permission is obtained in advance from Purchaser Seller or its legal counsel. Purchaser Seller shall, subject to applicable Law, permit counsel for Seller Purchaser reasonable opportunity to review in advance, and consider in good faith the views of Seller in connection with, any proposed written communication to any Governmental Body. Purchaser Seller agrees not to participate, or to permit its Affiliates and Representatives to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller Purchaser in advance and, to the extent not prohibited by such Governmental Body, gives Seller Purchaser the opportunity to attend and participate.

Consents and Conditions. (a) Purchaser Seller shall use its reasonable best efforts Commercially Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller Purchaser in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; (ii) making all registrations and filings as promptly as practicable with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in any other applicable foreign jurisdictionslaw) and taking using all steps as may be necessary Commercially Reasonable Efforts to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) responding to any information requests from Governmental Bodies as soon as reasonably practicable; and (iv) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed. (b) [Intentionally Omitted] (c) Purchaser Seller shall keep Seller Purchaser reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing Seller Purchaser with copies of notices or other communications received by Purchaser Seller or by any of its Subsidiaries Xxxxxxx XX from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. Purchaser and Seller shall each promptly furnish to Seller the other such necessary information and reasonable assistance as Seller the other party may request in connection with the foregoing and shall each promptly provide counsel for Seller the other party with copies of all filings made by Purchasersuch party, and all correspondence between Purchaser such party (and its advisors) with and any Governmental Body and any other information supplied by Purchaser such party and its such party's Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; provided, however, that Purchaser may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller as “outside counsel only,” and materials may be -------- ------- redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of Seller and will not be disclosed by such outside counsel to employees, officers or directors of Seller unless express permission is obtained in advance from Purchaser or its legal counsel. Purchaser Each party shall, subject to applicable Law, permit counsel for Seller the other party reasonable opportunity to review in advance, and consider in good faith the views of Seller the other party in connection with, any proposed written communication to any Governmental Body. Purchaser agrees and Seller agree not to participate, or to permit its their Affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller the other party in advance and, to the extent not prohibited by such Governmental Body, gives Seller the other party the opportunity to attend and participate; provided, however, that Seller shall not be deemed to -------- ------- have breached this covenant if (A) Seller uses efforts reasonable under the circumstances to contact Purchaser or its representatives, but is nonetheless unable to reach Purchaser or its representatives prior to the time at which such Governmental Body proposes to conduct such meeting or discussion or (B) any such designated representatives are unable to participate in such meeting at such proposed time.

Consents and Conditions. (a) Purchaser shall use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; (ii) making all registrations and filings as promptly as practicable with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictionsas further provided below) and taking using all steps as may be necessary reasonable best efforts to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) responding to any information requests from Governmental Bodies as soon as reasonably practicable; and (iv) until the Termination Date, defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed. (b) [Intentionally Omitted]Purchaser shall keep Seller reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, and each of Purchaser and Seller shall reasonably cooperate with each other in obtaining any requisite clearances or approvals from any Governmental Body. (c) Upon written notice of Seller to Purchaser for good cause shown, this SECTION 7.3(c) shall replace SECTION 7.3(b) and SECTION 6.3(c) shall replace Section 6.3(b). Purchaser shall keep Seller reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing Seller with copies of notices or other communications received by Purchaser or by any of its Subsidiaries Affiliates from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. Purchaser and Seller shall each promptly furnish to Seller the other such necessary information and reasonable assistance as Seller the other party may request in connection with the foregoing and shall each promptly provide counsel for Seller the other party with copies of all filings made by Purchasersuch party, and all correspondence between Purchaser such party (and its advisors) with and any Governmental Body and any other information supplied by Purchaser such party and its such party's Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that Purchaser and Seller may, as it each deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller the other as “for "outside counsel only,” " and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “"outside counsel only” " and the information contained therein shall be given only to the outside legal counsel of Seller the recipient and will not be disclosed by such outside counsel to employees, officers or directors of Seller the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. Purchaser Each party shall, subject to applicable Law, permit counsel for Seller the other party reasonable opportunity to review in advance, and consider in good faith faith, the views of Seller the other party in connection with, any proposed written communication to any Governmental Body. Purchaser agrees and Seller agree not to participate, or to permit its Affiliates their affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller the other party in advance and, to the extent not prohibited by such Governmental Body, gives Seller the other party the opportunity to attend and participate; PROVIDED, HOWEVER, that neither Purchaser nor Seller shall be deemed to have breached this covenant if (A) Purchaser (or Seller) uses efforts reasonable under the circumstances to contact Seller (or Buyer) or its representatives, but is nonetheless unable to reach any such designated representatives prior to the time at which such Governmental Body proposes to conduct such meeting or discussion or (B) any such designated representatives are unable to participate in such meeting or discussion at the proposed time. (d) In furtherance and not in limitation of the covenants of Purchaser contained in Sections 7.3(a)-(c), Purchaser shall use all reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and not to extend any waiting period under the HSR Act (except with the prior written consent of Seller, which shall not be unreasonably withheld or delayed) or enter into any agreement with the Federal Trade Commission or the Department of Justice not to consummate the transactions contemplated hereby (except with the prior written consent of Seller, which shall not be unreasonably withheld or delayed), and until the Termination Date shall defend through litigation on the merits any claim asserted in any court by any party, including appeals. In addition to and without limiting the foregoing, upon the six month anniversary of the date of this Agreement if the transaction has not already received all requisite antitrust or competition clearances or approvals from any Governmental Body, each of Purchaser and Seller shall cooperate with each other and Purchaser shall propose both to commit and to effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of Purchased Assets or assets of Purchaser or its Affiliates, or otherwise offer to take or offer to commit to take action that limits its freedom of action with respect to, or its ability to retain, any of the Purchased Assets or the Business as a whole ("OFFER TO CONSENT"), in an effort to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted or threatened by any Governmental Body with respect to the transactions contemplated hereby. Any such sale, divestiture or disposition of Assets pursuant to an Offer to Consent shall be subject to the terms and conditions specified in SCHEDULE 7.3. After making such Offer to Consent, each of Seller and Purchaser shall cooperate with each other and use reasonable best efforts to negotiate a consent decree, hold separate order, or other agreement with any relevant Governmental Body that is acceptable to that Governmental Body such that the Governmental Body will allow the Effective Time to occur no later than the expiration of the time period set forth in SECTION 13.1(c) (the "TERMINATION DATE"). Notwithstanding the foregoing or any other provision of this Agreement, nothing in this SECTION 7.3(d) shall require Purchaser or its Affiliates to agree to sell, divest, or dispose of the Geismar, Louisiana complex (which includes the main Geismar plant, as well as the separate EDC facilities owned by the JV, the recently constructed 5CP facilities and related pipelines and plumbing) (the "GEISMAR COMPLEX") or any other chemical manufacturing facilities located in Texas, Louisiana or Alabama (collectively, "PURCHASER'S GULF COAST PLANTS") or limit its freedom in any significant respect with respect to the business operations of the Geismar Complex or any of Purchaser's Gulf Coast plants. For the avoidance of doubt, Purchaser shall have complied with its obligations under this SECTION 7.3(d) if (a) Purchaser exercises reasonable best efforts to reach agreement with a Governmental Body on its Offer to Consent even if it fails to reach such agreement; or (b) Purchaser defends in good faith any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby up until the Termination Date, even if those Legal Proceedings are not completed as of the Termination Date.

Consents and Conditions. (a) Purchaser Seller shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining obtain all necessary consents, approvals or waivers from, and giving give any necessary notifications to, third parties; and (ii) making make all registrations and filings withwith all Governmental Bodies (including but not limited to those in connection with the HSR Act and the EC Merger Regulation). In furtherance of the foregoing, except with respect to approval by the Bankruptcy Court (in connection with which the provisions of Section 6.3 shall apply), within five (5) Business Days after the date of this Agreement, Seller shall, using its reasonable best efforts, begin taking all steps reasonably necessary to make or cause to be made by or on behalf of Seller or one if its Subsidiaries (as the case may be) all registrations and filings with all applicable Governmental Bodies (including those in connection with the HSR Act and the EC Merger Regulation) in connection with the transactions contemplated by this Agreement, and obtaining shall thereafter use its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from, from all such Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictions) and taking all steps as may be necessary to obtain an approval or waiver from, or promptly as practicable. The Seller shall use its reasonable best efforts to avoid an action or proceeding by, the issuance of a Governmental Body; Request for Additional Information and Documentary Material (iii“Second Request”) defending any Legal Proceedings challenging this Agreement under 15 U.S.C. § 18a(e)(2) in the United States and to assist the Purchaser to avoid the issuance of a decision under Article 6(1)(c) of the EC Merger Regulation initiating a “Second Phase” investigation (“Second Phase”) or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction entered extension by any other Governmental Body vacated or reversedof its clearance procedure beyond the initial waiting period. (b) [Intentionally Omitted] (c) Purchaser Seller shall keep Seller Purchaser reasonably apprised of the status of matters relating to the completion any of the transactions contemplated herebymatters referred to in Section 6.7(a), including promptly furnishing Seller Purchaser with copies of notices or other communications received by Purchaser Seller or by any of its Subsidiaries from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. Purchaser In connection with the foregoing, Seller shall promptly furnish to Seller Purchaser such necessary information and reasonable assistance as Seller Purchaser may request in connection with the foregoing and shall promptly provide counsel for Seller Purchaser with copies of all filings made by Purchaseror on behalf of Seller or any of its Subsidiaries, and all correspondence between Purchaser Seller or any of its Subsidiaries (and its or their advisors) with any Governmental Body and any other information supplied by Purchaser and Seller or any of its Affiliates to a Governmental Body in connection herewith therewith and the transactions contemplated hereby; provided, however, that Purchaser Seller may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller Purchaser as “outside counsel only,” and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of Seller Purchaser and will not be disclosed by such outside counsel to employees, officers or directors of Seller Purchaser unless express permission is obtained in advance from Purchaser Seller or its legal counsel. Purchaser Seller shall, subject to applicable Law, permit counsel for Seller Purchaser reasonable opportunity to review in advance, and consider in good faith the views of Seller Purchaser in connection with, any proposed written communication to any Governmental BodyBody in connection with the matters referred to in this Section 6.7. To the extent practicable, Seller agrees to consult with the Purchaser agrees not prior to participate, participating or to permit permitting its Affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller in advance and, to the extent not prohibited by such Governmental Body, gives Seller deemed advisable by the parties, agrees to give Purchaser the opportunity to attend and participate. (c) Seller shall, using its reasonable best efforts, cooperate with the Purchaser and take all steps reasonably necessary to assist the Purchaser in timely transferring all Permits, including those required under Environmental Law.

Consents and Conditions. (a) Purchaser Seller shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller Purchaser in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) promptly obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; provided, however, that such efforts shall not require Seller or any of its Subsidiaries to make any payment to obtain any such consent, approval or waiver or to give such notice, other than nominal transfer fees or costs and expenses of third parties expressly required to be paid pursuant to the terms of any Business Contract; (ii) promptly making all registrations and filings with, and obtaining all necessary or advisable actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictionsthe EC Competition Regulation) and taking all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any Order, stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed; provided, however, that, in connection with the foregoing, Seller and its Subsidiaries shall not make any commitment or undertaking or incur any liability or obligation with respect to the Business or the Acquired Companies without the consent of Purchaser, which consent shall not be unreasonably withheld (it being understood that such consent may be withheld with respect to any matter that would reasonably be expected to increase in any material respect the financial obligations of Purchaser or the Acquired Companies, except as required by Section 7.3). (b) [Intentionally Omitted]If any consent of a third party that is required in order to assign or transfer any Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, is not obtained prior to the Closing Date, or if an attempted assignment would be ineffective or would adversely affect the ability of Seller to convey its interest in question to Purchaser or its Affiliates, Seller will cooperate with Purchaser in any lawful arrangement to provide that Purchaser or its Affiliates shall receive the interest of Seller in the benefits and obligations under any such Contract or Permit until such consent is obtained. In the event that any Transferred JV Interests are transferred to any third party in accordance with the applicable provisions of any existing contractual obligations of Seller or any of its Subsidiaries (or the applicable provisions of the joint venture agreement, limited liability company agreement or other constitutive document of any joint venture), the Final Cash Consideration shall be reduced by an amount equal to the amount of consideration allocable to such Transferred JV Interests pursuant to Schedule 2.4. (c) Purchaser Seller shall keep Seller Purchaser reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including hereby and shall promptly furnishing Seller furnish Purchaser with copies of notices or other communications received by Purchaser Seller or by any of its Subsidiaries or its or their Representatives from any third party and/or any Governmental Body with respect to the transactions contemplated herebyhereby and, if material, the Business or the Acquired Companies. Purchaser Seller shall promptly furnish to Seller Purchaser such necessary information and reasonable assistance as Seller Purchaser may request in connection with the foregoing and shall promptly provide counsel for Seller Purchaser with copies of all filings made by PurchaserSeller, and all correspondence between Purchaser Seller (and its advisorsRepresentatives) with any Governmental Body and any other information supplied by Purchaser Seller and its Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; hereby and, if material, the Business or the Acquired Companies, provided, however, that Purchaser Seller may, as it deems advisable and necessarynecessary to protect privilege or to comply with contractual arrangements, reasonably designate any competitively sensitive material provided to Seller Purchaser as “"outside counsel only,” " and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangementsBusiness. Materials designated as for “"outside counsel only” " and the information contained therein shall be given only to the outside legal counsel of Seller Purchaser and will not be disclosed by such outside counsel to employees, officers or directors of Seller Purchaser unless express permission is obtained in advance from Purchaser Seller or its legal counsel. Purchaser Seller shall, subject to applicable Law, permit counsel for Seller Purchaser reasonable opportunity to review in advance, and consider in good faith the views of Seller in connection with, any proposed written communication to any Governmental Body. Purchaser Seller agrees not to participate, or to permit its Affiliates and Representatives to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller Purchaser in advance and, to the extent not prohibited by such Governmental Body, gives Seller Purchaser the opportunity to attend and participate.

Consents and Conditions. (a) Purchaser shall use its reasonable best efforts Commercially Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; (ii) making all registrations and filings as promptly as practicable with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in any other applicable foreign jurisdictionsLaw) and taking using all steps as may be necessary Commercially Reasonable Efforts to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) responding to any information requests from Governmental Bodies as soon as reasonably practicable; and (iv) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed. (b) [Intentionally Omitted] (c) Purchaser shall keep Seller reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing Seller with copies of notices or other communications received by Purchaser or by any of its Subsidiaries from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. Purchaser and Seller shall each promptly furnish to Seller the other such necessary information and reasonable assistance as Seller the other party may request in connection with the foregoing and shall each promptly provide counsel for Seller the other party with copies of all filings made by Purchasersuch party, and all correspondence between Purchaser such party (and its advisors) with and any Governmental Body and any other information supplied by Purchaser such party and its such party's Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; provided, -------- however, that Purchaser may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller as “outside counsel only,” and materials may be redacted (i) to remove references ------- concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the outside legal counsel of Seller and will not be disclosed by such outside counsel to employees, officers or directors of Seller unless express permission is obtained in advance from Purchaser or its legal counsel. Purchaser Each party shall, subject to applicable Law, permit counsel for Seller the other party reasonable opportunity to review in advance, and consider in good faith the views of Seller the other party in connection with, any proposed written communication to any Governmental Body. Purchaser agrees and Seller agree not to participate, or to permit its their Affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection herewith and the transactions contemplated hereby unless it consults with Seller the other party in advance and, to the extent not prohibited by such Governmental Body, gives Seller the other party the opportunity to attend and participate; provided, however, that Purchaser shall not be -------- ------- deemed to have breached this covenant if (A) Purchaser uses efforts reasonable under the circumstances to contact Seller or its representatives, but is nonetheless unable to reach Seller or its representatives prior to the time at which such Governmental Body proposes to conduct such meeting or discussion or (B) any such designated representatives are unable to participate in such meeting or discussion at such proposed time.