Common use of Consents and Filings; Further Assurances Clause in Contracts

Consents and Filings; Further Assurances. (a) Each of the parties shall use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, as promptly as practicable. (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided that (A) no Seller nor any of its Affiliates shall give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Laws.

Consents and Filings; Further Assurances. (a) Each of the parties Parties shall use its commercially all reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements and to confirm Buyer’ ownership of the Transferred Assets as promptly as practicable. , including to use commercially reasonable efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations, notices and filings, including all necessary waivers, consents and approvals from customers and other parties; provided that, except for (i) make, or cause to be made, all necessary filings, the filing and thereafter make prosecution of the Sale Motion and any other required submissions, with respect to pleadings before the Bankruptcy Court as contemplated in this Agreement required under any applicable Law and (ii) the payment of any Cure Claim Seller is expressly obligated to pay pursuant to Section 2.6, nothing in this Agreement or any Ancillary Agreement shall require any Seller or any of their respective Affiliates to make any payment or initiate any Action to obtain consent to the transfer of any Transferred Asset as contemplated by this Agreement or any Ancillary Agreement. Without limiting the generality of the previous sentence and in each case subject to this Section 5.5, the Parties shall use commercially reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (yi) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements and the Buyer’s ownership and operation of the Transferred Assets and the Business immediately following the Closing; provided that (Aii) promptly (and in no Seller nor event later than fifteen (15) Business Days after the date here) deliver all necessary notices and filings (including any notification and report form and related material required under the HSR Act), and thereafter make any other required submissions, with respect to this Agreement required under applicable Law; (iii) comply at the earliest practicable date with any request under applicable Law for additional information, documents or other materials received by each of them or any of its Affiliates shall give their respective Subsidiaries from any undertakingsGovernmental Authority including the Federal Trade Commission, make the Antitrust Division of the United States Department of Justice in respect of such notices or filings or otherwise with respect to this Agreement or in connection with the transactions contemplated hereby; (iv) cooperate with each other in connection with any commitments such notice or filing or request (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering in good faith all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the Governmental Authority under applicable Law with respect to any such filing or otherwise with respect to this Agreement or in connection with the transactions contemplated hereby; (v) not extend any waiting period or similar period under applicable Law or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required agreement with a Governmental Authority not to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of consummate the transactions contemplated hereby; and (vi) defend and resolve any investigation or other inquiry of any Governmental Authority under all applicable Laws, including by this Agreementdefending against and contesting administratively and in court any litigation or adverse determination initiated or made by a Governmental Authority under applicable law. Buyer shall bear the costs of pay all filing fees and other charges for the filing under applicable Laws the HSR Act or other Antitrust Law by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable LawsParties.

Consents and Filings; Further Assurances. (a) Each of the parties Parties shall use its commercially all reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements and to confirm Buyer' ownership of the Transferred Assets as promptly as practicable. , including to use commercially reasonable efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations, notices and filings, including all necessary waivers, consents and approvals from customers and other parties; provided that, except for (i) make, or cause to be made, all necessary filings, the filing and thereafter make prosecution of the Sale Motion and any other required submissions, with respect to pleadings before the Bankruptcy Court as contemplated in this Agreement required under any applicable Law and (ii) the payment of any Cure Claim Seller is expressly obligated to pay pursuant to Section 2.6, nothing in this Agreement or any Ancillary Agreement shall require any Seller or any of their respective Affiliates to make any payment or initiate any Action to obtain consent to the transfer of any Transferred Asset as contemplated by this Agreement or any Ancillary Agreement. Without limiting the generality of the previous sentence and in each case subject to this Section 5.5, the Parties shall use commercially reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (yi) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements and the Buyer's ownership and operation of the Transferred Assets and the Business immediately following the Closing; provided that (Aii) promptly (and in no Seller nor event later than fifteen (15) Business Days after the date here) deliver all necessary notices and filings (including any notification and report form and related material required under the HSR Act), and thereafter make any other required submissions, with respect to this Agreement required under applicable Law; (iii) comply at the earliest practicable date with any request under applicable Law for additional information, documents or other materials received by each of them or any of its Affiliates shall give their respective Subsidiaries from any undertakingsGovernmental Authority including the Federal Trade Commission, make the Antitrust Division of the United States Department of Justice in respect of such notices or filings or otherwise with respect to this Agreement or in connection with the transactions contemplated hereby; (iv) cooperate with each other in connection with any commitments such notice or filing or request (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering in good faith all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the Governmental Authority under applicable Law with respect to any such filing or otherwise with respect to this Agreement or in connection with the transactions contemplated hereby; (v) not extend any waiting period or similar period under applicable Law or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required agreement with a Governmental Authority not to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of consummate the transactions contemplated hereby; and (vi) defend and resolve any investigation or other inquiry of any Governmental Authority under all applicable Laws, including by this Agreementdefending against and contesting administratively and in court any litigation or adverse determination initiated or made by a Governmental Authority under applicable law. Buyer shall bear the costs of pay all filing fees and other charges for the filing under applicable Laws the HSR Act or other Antitrust Law by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable LawsParties.

Consents and Filings; Further Assurances. (a) Each of The Seller and the parties Buyer shall use its all commercially reasonable best efforts to take, or cause to be taken, all appropriate action and to do, or cause to be done, all things necessary, proper or advisable under applicable Applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Transactions as promptly as practicable. , including to (i) makeobtain from Governmental Authorities and other Persons all consents, or cause to be madeapprovals, authorizations, qualifications and orders as are necessary for the consummation of the Transactions (including, without limitation, all third party consents and estoppel certificates listed in Section 6.1(c) of the Disclosure Schedule), and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other Applicable Law. In the event a filing is required under the HSR Act with respect to the Transactions, the parties agree to each pay one-half of the applicable HSR Act filing fee. If any objections are asserted with respect to the Transactions under any Applicable Law or if any suit is instituted by any Governmental Authority or any private party challenging any of the Transactions as violative of any Applicable Law, the parties shall use their commercially reasonable efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Applicable Law so as to permit consummation of the Transactions. Nothing in this Section 4.10 shall require any of the Company, the Buyer or their respective Affiliates to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of the Company, the Buyer or their respective Affiliates or conduct of their business in a specified manner, as a condition to obtaining any approval from a Governmental Authority under any Applicable Law or any other Person or for any other reason. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 4.10 shall limit a party's rights to terminate this Agreement pursuant to Section 8.1 of this Agreement. Each party to this Agreement shall (i) promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and the Ancillary Agreements, (ii) permit the other parties to review any proposed communication by such party to any Governmental Authority, and (iii) consult with the other parties in advance of any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act and under any other applicable merger control laws. Subject to the Confidentiality Agreement, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, the Ancillary Agreements and the Transactions. Subject to the terms and conditions of this Agreement, the Buyer and the Seller will use their commercially reasonable best efforts to obtaintake, or cause to be obtained (x) taken, all consentsactions and to do, approvalsor cause to be done, authorizationsall things necessary or desirable under Applicable Laws to consummate the Transactions. The Seller and the Buyer agree, opinionsand the Seller, qualificationsprior to the Closing, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided that (A) no Seller nor any of its Affiliates shall give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, includingBuyer, after the Closing, agree to cause the CompanyCompany to execute and deliver such other documents, without certificates, agreements and other writings, to take such other actions and to obtain such consents and approvals as may be necessary or desirable in order to consummate or implement expeditiously the prior written consent of Transactions. All costs and expenses incurred by the Buyer and (Bthe Seller pursuant to this Section 4.10(e) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after paid for by the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate parties in accordance with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable LawsSection 10.1.

Consents and Filings; Further Assurances. (a) Each of the parties Shareholder, the Company, Parent and Buyer shall use its their respective commercially reasonable best efforts to takeobtain the authorizations, or cause consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and if the appropriate filing of a Notification and Report Form for Certain Mergers and Acquisitions pursuant to be takenthe HSR Act has not been filed prior to the date hereof, all each party hereto agrees to make an appropriate action filing of a Notification and Report Form for Certain Mergers and Acquisitions with respect to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement within ten (10) Business Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The parties hereto shall promptly respond to any requests for additional information from any Governmental Authority or other third party in respect thereof. Parent and the Shareholder shall each pay one-half of all filing and related fees in connection with any such filings that must be made by any of the parties under the HSR Act. Each party shallof Parent, Buyer, the Shareholder and the Company hereby covenants and agrees to use its commercially reasonable efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority, as promptly as practicable. (i) makeapplicable, or cause to be madefor the Transaction and the other transactions contemplated hereby; provided, all necessary filingshowever, and thereafter make that notwithstanding any other required submissionsprovision of this Agreement, Parent shall not be required, as a condition to obtaining such approval, to divest or hold separate or otherwise take or commit to take any action or enter into any agreement that limits its freedom of action with respect to this Agreement required under all or any applicable Law portion of Parent’s or any of its Subsidiaries’ assets, businesses or lines of business, and (ii) use reasonable best efforts to obtainneither the Shareholder, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided that (A) no Seller Company nor any of its Affiliates Subsidiaries shall give any undertakings, make any commitments such divestiture or enter into take any agreements that would be binding upon Buyer such action or make any such commitment with respect to the Company or any of its Affiliates, including, after the Closing, the Company, Subsidiaries’ business or assets in connection with obtaining any such approval without the Parent’s prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Lawsconsent.

Consents and Filings; Further Assurances. (a) Each Except as set forth in Schedule 5.6 of the parties Disclosure Schedules, each of the Parties shall use its commercially all reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements and to confirm Buyers’ ownership of the Transferred Assets as promptly as practicable, including to use commercially reasonable efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including all necessary waivers, consents and approvals from customers and other parties. Without limiting the generality of the previous sentence, the Parties shall use commercially reasonable efforts to (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements; provided (ii) promptly (and in no event later than three (3) Business Days after the determination that US Buyer is the Successful Bidder) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including any other Antitrust Law; (Aiii) no Seller nor comply at the earliest practicable date with any request under the HSR Act, or other Antitrust Law, for additional information, documents or other materials received by each of them or any of its Affiliates shall give their respective Subsidiaries from the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any undertakingsother Governmental Authority in respect of such filings (collectively, make an “Antitrust Authority”); (iv) cooperate with each other in connection with any commitments such filing or request (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the Antitrust Authorities under the HSR Act or other Antitrust Law with respect to any such filing; (iv) not extend any waiting period under the HSR Act or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required agreement with an Antitrust Authority not to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of consummate the transactions contemplated hereby; and (v) defend and resolve any investigation or other inquiry of any Governmental Authority under all applicable Laws, including by this Agreementdefending against and contesting administratively and in court any litigation or adverse determination initiated or made by a Governmental Authority under applicable law. Buyer The Buyers shall bear the costs of pay all filing fees and other charges for the filing under applicable Laws the HSR Act or other Antitrust Law by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable LawsParties.

Consents and Filings; Further Assurances. (a) Each Without limiting the Sellers’ obligations hereunder, including under this Section 5.4, if any consent approval or authorization necessary or desirable to preserve for the Buyers any right or benefit under any lease, license, commitment or other Contract which is included in the Transferred Assets (a “Restricted Contract”) is not obtained prior to the Closing, then this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such Restricted Contract and, subject to Section 5.13, the Sellers, on the one hand, and the [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission. Buyers, on the other, shall cooperate with one another in structuring and documenting any lawful and reasonable arrangement under which the Buyers shall obtain the economic benefits of the parties shall use its commercially asset, claim or right with respect to which the consent has not been obtained in accordance with this Agreement and the Sellers will, subsequent to the Closing, cooperate with the Buyers in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. Such reasonable best efforts arrangement may include (i) the subcontracting, sublicensing or subleasing to takea Buyer of any and all rights of the Sellers against the other party to such Restricted Contract, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations (ii) the enforcement by the Sellers of such rights in respect of this Agreement to cause such Restricted Contract, and (iii) the conditions to its respective performance by a Buyer of the obligations set forth in Article VIII to be fulfilled under such Restricted Contract as the relevant Sellers’ agent. From and otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shallafter Closing, as promptly as practicable. (i) make, Sellers will promptly pay to Buyers when received all moneys relating to the period on or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required after the Closing Date received by it under any applicable Law Restricted Contract (other than any Excluded Assets), and (ii) use reasonable best efforts Buyers will promptly pay, perform or discharge when due any Liabilities arising thereunder after the Closing Date under any Restricted Contract. Liabilities arising after the Closing under a Restricted Contract shall constitute Assumed Liabilities. As soon as the relevant consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Restricted Contract is obtained, Sellers shall promptly assign, transfer, convey and deliver such Restricted Contract to obtainthe relevant Buyer, and such Buyer shall assume such Restricted Contract from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement or cause to in such other terms as may be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(brequired by the relevant third party. If Sellers shall have complied with their obligations under this Section 5.4(a), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) the inability to secure the consent to the transfer or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation assignment of the transactions contemplated by this Agreement; provided that (A) no Seller nor a Restricted Contract shall not constitute a breach of any of its Affiliates shall give any undertakings, make any commitments Sellers’ covenants or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer obligations under this Agreement and (B) neither Buyer nor any of its Affiliates no reduction shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable made to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable LawsPurchase Price in respect thereof.

Consents and Filings; Further Assurances. (a) Each of the parties Parties shall use its commercially reasonable best efforts to take, in accordance with the covenants set forth in Sections 3 and 4 of the Restructuring Support Agreement, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements and to confirm Buyers’ ownership of the Specified Equity Interests and the Transferred Assets as promptly as practicable, including to obtain all necessary waivers, consents and approvals and effecting all necessary registrations, notices and filings, including all necessary waivers, consents and approvals from customers and other parties; provided that, except for the filing of the Chapter 11 Plan and any other pleadings before the Bankruptcy Court as contemplated in this Agreement, nothing in this Agreement or any Ancillary Agreement shall require any of the Parties or any of their respective Affiliates to make any payment or initiate any Action to obtain consent to the transfer of any Specified Equity Interest or Transferred Asset as contemplated by this Agreement or any Ancillary Agreement. Without limiting the generality of the previous sentence and in each case subject to this Section 5.5, the Parties shall take any and all actions that are necessary or advisable, and shall exercise commercially reasonable efforts to collaborate with one another prior to the Closing to (i) makeobtain from Governmental Authorities all consents, approvals, authorizations, qualifications and orders and avoid or cause eliminate each and every impediment under any Law that may be asserted by any Governmental Authority or any other Person, including consenting to be madeany divestiture or other structural or conduct relief or undertakings as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and the Buyers’ ownership and operation of the Transferred Assets and the Business or of the Buyers’ ownership to the Specified Equity Interests immediately following the Closing; (ii) to the extent not delivered prior to the date hereof, as soon as practicable following the date hereof deliver all necessary filingsnotices and filings (including any notification and report form and related material required under the HSR Act), the Competition Act, if required, the Indian Competition Act, 2002, to the relevant Government Authorities, and thereafter promptly make any other required submissions, with respect to this Agreement required under applicable Law; (iii) comply at the earliest practicable date with any request under applicable Law and (ii) use reasonable best efforts for additional information, documents or other materials received by each of them or any of their respective Subsidiaries from any Governmental Authority including the Federal Trade Commission, the Antitrust Division of the United States Department of Justice in respect of such notices or filings or otherwise with respect to obtain, this Agreement or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of in connection with the transactions contemplated hereby; (iv) cooperate with each other in connection with any such notice or filing or request (including, to the extent permitted by this Agreement; provided that (Aapplicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering in good faith all reasonable additions, deletions or changes suggested in connection therewith) no Seller nor and in connection with resolving any investigation or other inquiry of any of its Affiliates shall give the Governmental Authority under applicable Law with respect to any undertakings, make such filing or otherwise with respect to this Agreement or in connection with the transactions contemplated hereby; (v) not extend any commitments waiting period or similar period under applicable Law or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required agreement with a Governmental Authority not to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of consummate the transactions contemplated hereby; and (vi) defend and resolve any investigation or other inquiry of any Governmental Authority under all applicable Laws, including by defending against and contesting administratively and in court any litigation or adverse determination initiated or made by a Governmental Authority under applicable law; provided, that in the case of the preceding clauses (i) through (vi) of this AgreementSection 5.5(a), the Buyers shall not be obligated to consent to any divestiture or other structural or conduct relief or undertakings that would, individually or in the aggregate, have a Material Adverse Effect. Buyer The Endo Companies shall bear the costs of pay all filing fees and other charges for the filing under applicable Laws the HSR Act or other Antitrust Law by all partiesthe Parties. For the avoidance of doubt, the obligations of this Section 5.5(a) apply solely to the Endo Companies and Buyers, and such obligations do not apply to (and Buyers shall not be obligated under this Section 5.5(a) to make any requests to) the Required Holders, other holders of Secured Debt, or any other party with an interest in the Buyers that is not itself a Buyer under this Agreement; provided, that, Buyers shall cause Required Holders to provide any information reasonably necessary for Buyers to comply with their obligations under this Section 5.5(a). The Company hereby agrees (Buyers shall lead the process of applying for and agrees to cause its obtaining the approval from the Competition Commission of India in connection with the transfer of the Specified Equity Interests in the Indian Subsidiaries by PPI and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable Par LLC to the SellersIndian HoldCo and Operand, respectively, and the Endo Companies shall cooperate in good faith and provide reasonable support to the Buyers in this regard. The Buyers shall provide the Seller Parent the opportunity to review and comment on applications and all related submissions made for the approval from the Competition Commission of India in connection with the acquisition of the Indian HoldCo, and such comments shall be reasonably considered by the Buyers. Notwithstanding anything to the contrary in this Agreement or the Chapter 11 Plan, all submissions to be made for the approval of the Competition Commission of India that relate to information or documents in respect of the Endo Companies and/or to be executed by the Endo Companies shall be in a form agreed in writing by the Endo Companies. The Endo Companies agree that the transfer of the Specified Equity Interests in the Indian Subsidiaries by PPI and Par LLC to the Indian HoldCo and Operand, respectively, shall be completed upon receiving the acknowledgement or approval (as applicable) of the Competition Commission of India in connection with such transfer. For the avoidance of doubt, to the extent any action is required to be taken under both the Restructuring Support Agreement and this Agreement, the Company or efforts standard set forth in the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable LawsRestructuring Support Agreement shall govern.

Consents and Filings; Further Assurances. (a) Each of The Company, the parties Sellers and the Buyer shall use its all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements as promptly as practicable. , including to (i) makeobtain from Governmental Authorities and other Persons all consents, or cause to be madeapprovals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (iiiii) use reasonable best efforts to obtainhave vacated, lifted, reversed or cause to be obtained overturned any order, decree, ruling, judgment, injunction or other action (xwhether temporary, preliminary or permanent) all consentsthat is then in effect and that enjoins, approvalsrestrains, authorizationsconditions, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) makes illegal or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement; provided Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Company and the Sellers shall permit the Buyer reasonably to participate in the defense and settlement of any Action relating to this Agreement or the transactions contemplated hereby, and the Company and the Sellers shall not settle or compromise any such Action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) no Seller nor any of its Affiliates shall give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after require the Closing, the Company, without the prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation assets of the transactions contemplated by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the SellersBuyer, the Company or any of their respective Affiliates, Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Company’s Subsidiaries or relating to the business that are required under applicable Laws Securities and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required Exchange Commission pursuant to applicable Lawsa Confidential Treatment Application filed with the Commission.

Consents and Filings; Further Assurances. (a) Each of The Company, the parties Seller and the Buyer shall use its all commercially reasonable best efforts and cooperate with each other to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements as promptly as practicable. , including to (i) makeobtain from Governmental Authorities and other Persons all Required Approvals, or cause to be made, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (iiiii) use reasonable best efforts to obtainhave vacated, lifted, reversed or cause to be obtained overturned any order, decree, ruling, judgment, injunction or other action (xwhether temporary, preliminary or permanent) all consentsthat is then in effect and that enjoins, approvalsrestrains, authorizationsconditions, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) makes illegal or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement; provided that (A) no Seller nor any Agreement and the Ancillary Agreements. In furtherance and not in limitation of its Affiliates shall give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closingforegoing, the CompanyCompany and the Seller shall permit the Buyer reasonably to participate in the defense and settlement of any Action relating to this Agreement or the transactions contemplated hereby, and the Company and the Seller shall not settle or compromise any such Action without the prior Buyer’s written consent consent. To the extent permitted by Law, and subject to all applicable privileges (including the attorney client privilege), each of Buyer the parties hereto shall consult and (B) neither Buyer nor cooperate with one 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 its Affiliates shall be required any party hereto in connection with any filings or submissions relating to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. Each of the parties hereto shall promptly file any antitrust notification in any jurisdiction if required or recommended by any applicable Antitrust Law, as determined by the Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause in its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Lawsreasonable judgment.

Consents and Filings; Further Assurances. (a) Each of The Seller and the parties Buyer shall use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements as promptly as practicable. (i) makeIn furtherance of and without limiting the foregoing, the Buyer and the Seller shall each, on or prior to July 22, 2016, make or cause to be made, made all necessary filings, filings and thereafter make submissions required of it under the HSR Act or any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated herein. The Buyer and the Seller shall each promptly comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by this Agreement; provided that (A) no Seller nor any of its Affiliates shall give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the ClosingGovernmental Authority. In addition, the Company, without the prior written consent of Buyer and (B) neither Buyer nor the Seller shall each cooperate in good faith with the Governmental Authorities and undertake promptly any of its Affiliates shall be required and all action required, subject to take any action that involves divestiture of an existing business of Buyer or any of its AffiliatesSection 5.7(e), including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of consummate and make effective the transactions contemplated by this AgreementAgreement as promptly as practicable. The Buyer shall bear the costs of all filing fees diligently assist and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer the Company and its Representatives the Seller in providing preparing and filing all information and documents attributable required to be submitted by the SellersSeller, the Company or its Affiliates to any Governmental Authorities in connection with the Company’s Subsidiaries transactions contemplated hereby and in obtaining any Governmental Authority or third party consents, waivers, authorizations or approvals which may be required to be obtained by Seller or the Company in connection with the transactions contemplated hereby (which assistance and cooperation shall include timely furnishing to the Company or Seller all information concerning Buyer and/or its Affiliates that counsel to the Company and/or Seller reasonably determine is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval). Each party will keep the other apprised of the status of all filings and submissions referred to in this Section 5.7, including promptly furnishing the other party with copies of any material notices or other communications received in connection therewith (such copies may be deemed “outside counsel only” material as reasonably necessary). Neither party will permit any of its respective officers, employees or other representatives or agents to participate in any meeting with any Governmental Authority in respect of such filings and submissions unless it consults with the other party in advance. The Seller shall permit the Buyer reasonably to participate in the defense and settlement of any Action relating to this Agreement or the business transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent; provided that are required such opportunities to participate in the defense and settlement of any such Action may be limited to the each party’s outside counsel only as reasonably necessary. Buyer shall be responsible for all filing fees under applicable Laws the HSR Act, and the Buyer and the Seller shall cause the filings under the HSR Act to submit requests be considered for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Lawsgrant of “early termination.”

Consents and Filings; Further Assurances. (a) Each of the parties The Parties shall use its their commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and law or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement as promptly as practicable. , including to (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (ii) to the extent named as a defendant, defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement; provided that (A) no Seller nor any of its Affiliates shall give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer and (Biii) neither Buyer nor have vacated, lifted, reversed or overturned any of its Affiliates shall be required to take any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that involves divestiture of an existing business of Buyer is then in effect and that enjoins, restrains, conditions, makes illegal or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense otherwise restricts or that could reasonably be expected to impair the overall benefit expected to be realized from prohibits the consummation of the transactions contemplated by this Agreement. Buyer In furtherance and not in limitation of the foregoing, each Purchaser shall bear promptly notify the costs Company of all filing fees any communication concerning this Agreement and any of the transactions contemplated hereby from any Governmental Authority and consider in good faith the views of the Company and keep the Company reasonably informed of the status of matters related to the transactions contemplated by this Agreement; provided, however, that nothing in this Agreement shall prevent any Purchaser from responding to or complying with a subpoena or other charges for filing under applicable Laws legal process required by all partieslaw or submitting factual information in response to a request therefor. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate will not take any action, enter into any agreement or make any commitment that would conflict or interfere in any material respect with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating obligations to the business that are required Purchasers under applicable Laws and to submit requests for any consentsthe Transaction Documents. The Company will comply in all material respects with all laws, approvalsrules, authorizations, opinions, qualificationsregulations, orders and clearances required pursuant decrees of all Governmental Authorities applicable to applicable Lawsthis Agreement and the transactions contemplated hereby.

Consents and Filings; Further Assurances. (a) Each of The Buyer and the parties Sellers shall use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things such actions as are necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Transaction Documents as promptly as practicable. , including to (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction Documents, (ii) promptly make all necessary filings with respect to this Agreement required under applicable Law, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this Agreement; provided that . In furtherance and not in limitation of the foregoing, following the Closing, (A) no Seller nor the Buyer shall manage the defense of any of its Affiliates shall give investigation or litigation with any undertakings, make any commitments Governmental Authorities arising from or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required otherwise related to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees , (and agrees to cause its Subsidiaries and their RepresentativesB) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and its Representatives in shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information and documents attributable to reasonably requested by Buyer in connection with the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Lawsforegoing.

Consents and Filings; Further Assurances. (a) Each of Commencing as soon as practicable following the parties shall date hereof, Seller will use its commercially reasonable best efforts to takeobtain Material Contract Consents. Each Party agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be reasonably necessary or cause desirable in order to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause (a) satisfy the conditions to its respective obligations set forth in Article VIII to be fulfilled and VI or otherwise to consummate and make effective or implement expeditiously the transactions contemplated by this Agreement. Each party shall, as promptly as practicable. Agreement and the other Acquisition Documents or (ib) make, or cause obtain any Material Contract Consents and also to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided that (A) no Seller nor any of its Affiliates shall give any undertakingsAgreement and the Acquisition Documents and to promptly make all necessary filings, and thereafter make any commitments other required submissions, with respect to this Agreement required under the HSR Act, and any filings under similar merger notification laws or enter into regulations of foreign Governmental Authorities. Seller and Buyer shall keep each other timely apprised of the status of any agreements that would be binding upon Buyer or communications with, and any of its Affiliates, including, after the Closinginquiries from, the CompanyUnited States Federal Trade Commission and the United States Department of Justice and similar Governmental Authorities in other jurisdictions, without and shall comply promptly with any such inquiry or request. Notwithstanding the prior written consent of Buyer and foregoing, except as set forth on Schedule 5.07, no Party shall have any obligation to expend any funds, commence or participate in any litigation, or offer or grant any accommodation (Bfinancial or otherwise) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from in connection with the consummation of the transactions contemplated hereby (including, by this Agreement. way of illustration only, any payment in connection with obtaining the Material Contract Consents, Seller Approvals or Buyer shall bear the costs Approvals) other than normal out-of-pocket expenses (such as fees of all filing fees counsel, accountants and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees auditors) reasonably necessary to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellersconsummate such transactions or consent fees, the Company amendment fees, cost, reimbursement provisions or the Company’s Subsidiaries like set forth in the applicable Assumed Contract or relating to Transferred Sub Contract in question. Notwithstanding the business that are required under applicable Laws and to submit requests foregoing, Buyer will be solely responsible for obtaining any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Lawsthird party licenses in connection with the operation of the Business after the Closing.

Consents and Filings; Further Assurances. (a) Each of the parties The Parties shall use its their commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and law or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement as promptly as practicable. , including to (ia) makeobtain from Governmental Authorities and other Persons all consents, or cause to be madeclearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement, and (b) as promptly as practicable make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law law, including the necessary filings under the HSR Act within ten (10) Business Days after the date hereof. In furtherance and not in limitation of the foregoing, each of Tencent and Red River shall (iii) use its commercially reasonable best efforts to obtain, take or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons taken all other consentsactions necessary, approvalsproper or advisable to cause the expiration or termination of the waiting period applicable to the transactions contemplated hereby under the HSR Act as promptly as reasonably practicable, authorizations, qualifications (ii) promptly notify the Company of any communication concerning this Agreement and orders as are necessary for any of the consummation transactions contemplated hereby from any Governmental Authority and consider in good faith the views of the Company and keep the Company reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the Company with any written notices or other communications received by Tencent or Red River from, or given by Tencent or Red River to, the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”); provided and (iii) permit the Company to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the Company’s comments thereon, and consult with the Company in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the transactions contemplated hereby) with the FTC or the DOJ unless it consults with the other Parties and their representatives in advance and invites the other Parties’ representatives to attend such meetings and/or discussions; provided, however, that (A) no Seller nor nothing in this Agreement shall prevent Tencent or Red River from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request therefor. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall obligate Tencent, Red River or any of its their respective Affiliates shall give any undertakingsto proffer to, make any commitments agree to or enter into any agreements that would be binding upon Buyer actually (and none of the Company or any of its Affiliates, including, after the Closing, the Companysubsidiaries shall, without the prior written consent of Buyer Tencent and Red River, proffer to, agree to or actually) (Bi) neither Buyer nor divest, hold separate (including by establishing a trust), or enter into any of its Affiliates shall be required license (whether pursuant to take an exclusive or nonexclusive license) or similar agreement with respect to, or agree to restrict the ownership or operation of, or agree to conduct or operate in a specified manner, any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation portion of the transactions contemplated by this Agreement. Buyer shall bear the costs business or assets of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the SellersTencent or Red River, the Company or the Company’s Subsidiaries any of their respective Affiliates, (ii) pay any amounts or relating make any commitments to the business that are required under applicable Laws and to submit requests for obtain any consents, licenses, permits, certificates, exemptions, waivers, approvals, authorizations, opinionsregistrations, qualificationsclearances or orders of a Governmental Authority or any other Person (other than the payment of filing fees and expenses and fees of counsel) in connection with the transactions contemplated hereby, orders (iii) limit in any manner the ability of such entities to conduct, own, operate or control their respective businesses, assets or properties or of the businesses, properties or assets of the Company and clearances required pursuant to applicable Lawsthe Company’s subsidiaries, or otherwise enter into any voting trust arrangement, proxy arrangement or similar agreement or arrangement or (iv) commence or defend any legal proceeding.

Consents and Filings; Further Assurances. (a) Each Subject to the terms and conditions set forth in this Agreement, each of the parties shall use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements as promptly as practicable. , including to (i) makeobtain from Governmental Authorities all consents, or cause to be madeapprovals, authorizations, qualifications and Orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law Law. Without limiting the foregoing, (i) each of Seller and Buyer shall use its reasonable best efforts to make an appropriate filing of a complete and correct Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (the “HSR Filing”) as promptly as practicable and in any event within five (5) Business Days immediately following the date hereof and any other required submissions under the HSR Act which Seller or Buyer determines should be made, in each case with respect to the transactions contemplated hereby, and, subject to Section 6.4(b), to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (ii) use reasonable best efforts Seller and Buyer shall cooperate with one another (A) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain, or cause to be obtained (x) all obtain timely any such consents, approvalspermits, authorizations, opinionsapprovals or waivers, qualificationsand (B) in keeping the other party reasonably informed, orders and clearance including by providing the other party with a copy of Governmental Authorities that are set forth on Schedule 3.3(bany communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(bthe Antitrust Division of the Department of Justice (“DOJ”) or Schedule 6.4(bany other Governmental Authority, except for Item 4(c) and 4(d) documents (ywhich shall be shared on an outside counsel-only basis) obtain from Governmental Authorities and other Persons all other consentsor as restricted by antitrust Law, approvalsof any communication received or given in connection with any Action by a private party, authorizations, qualifications and orders as are necessary for the consummation in each case regarding any of the transactions contemplated by this Agreement; provided that (A) no Seller nor hereby. If any of its Affiliates shall give party receives any undertakingsrequest for additional information from the FTC, make any commitments or enter into any agreements that would be binding upon Buyer the DOJ or any of its Affiliatesother Governmental Authority with respect to the HSR Filing, includingthen such party shall, after the Closingas promptly as practicable, the Companyrespond, without the prior written consent of completely and correctly, to such request. Buyer and (B) neither Buyer nor any of its Affiliates Seller shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear the costs of split evenly all filing fees and other charges for the filing under applicable Laws by all parties. The Company hereby agrees (the HSR Act with respect to this Agreement and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Lawstransactions contemplated hereby.

Consents and Filings; Further Assurances. (a) Each of the parties shall use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement as promptly as practicable. , including to, jointly or individually, as may be required (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) obtain all consents, approvals, authorizations, opinions, qualifications, orders and clearance clearance, without limitation, of Governmental Authorities that are set forth on Schedule 3.3(bCOFECO, SCT, COFETEL, and ME under the Ley Federal de Competencia Económica (the Federal Economic Competition Law of Mexico), Schedule 4.1(dthe Concessions, the Ley Federal de Telecomunicaciones (the Federal Telecommunications Law of Mexico), Schedule 4.2(dthe Ley de Inversión Extranjera (the Foreign Investment Law of Mexico), Schedule 5.3(b) and any other administrative Law in Mexico or Schedule 6.4(b) and any other applicable Law as are necessary for the consummation of the transactions contemplated by this Agreement, (yii) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided that Agreement and (Aiii) no Seller nor any of its Affiliates shall give any undertakingspromptly make all necessary filings, and thereafter make any commitments or enter into other required submissions, with respect to this Agreement required under any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the applicable Law. The Company, without on the prior written consent of Buyer one hand, and (B) neither Buyer nor any of its Affiliates the Buyers, on the other hand, shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear split the costs of all filing fees and other charges for filing under applicable Laws by all parties, other than any fees, charges or other costs associated with the addition of parties to the Company TAAs as provided in Section 6.11(c). Notwithstanding the foregoing, nothing in this Agreement will require the Buyers or any of their Affiliates to enter into any agreement, consent decree or other commitment requiring the Buyers or any of their Affiliates to (A) divest or hold separate (whether before or after the Closing) any assets of the Buyers, the Company or its Subsidiaries, or any of their respective Affiliates, (B) litigate, pursue or defend any Action challenging any of the transactions contemplated by this Agreement as a violation of any antitrust or competition Laws or (C) take any other action that would, individually or in the aggregate, materially adversely affect either of the Buyers or any of their Affiliates. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Laws.

Consents and Filings; Further Assurances. (a) Each of the parties shall use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement as promptly as practicable. , including to, jointly or individually, as may be required (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) obtain all consents, approvals, authorizations, opinions, qualifications, orders and clearance clearance, without limitation, of Governmental Authorities that are set forth on Schedule 3.3(bCOFECO, SCT, COFETEL, and ME under the Ley Federal de Competencia Económica (the Federal Economic Competition Law of Mexico), Schedule 4.1(dthe Concessions, the Ley Federal de Telecomunicaciones (the Federal Telecommunications Law of Mexico), Schedule 4.2(dthe Ley de Inversión Extranjera (the Foreign Investment Law of Mexico), Schedule 5.3(b) and any other administrative Law in Mexico or Schedule 6.4(b) and any other applicable Law as are necessary for the consummation of the transactions contemplated by this Agreement, (yii) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided that Agreement and (Aiii) no Seller nor any of its Affiliates shall give any undertakingspromptly make all necessary filings, and thereafter make any commitments or enter into other required submissions, with respect to this Agreement required under any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the applicable Law. The Company, without on the prior written consent of Buyer one hand, and (B) neither Buyer nor any of its Affiliates the Buyers, on the other hand, shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear split the costs of all filing fees and other charges for filing under applicable Laws by all parties, other than any fees, charges or other costs associated with the addition of parties to the Company TAAs as provided in Section 6.11(c). Notwithstanding the foregoing, nothing in this Agreement will require the Buyers or any of their Affiliates to enter into any agreement, consent decree or other commitment requiring the Buyers or any of their Affiliates to (A) divest or hold separate (whether before or after the Closing) any assets of the Buyers, the Company or its Subsidiaries, or any of their respective Affiliates, (B) litigate, pursue or defend any Action challenging any of the transactions contemplated by this Agreement as a violation of any antitrust or competition Laws or (C) take any other action that would, individually or in the aggregate, materially adversely affect either of the Buyers or any of their Affiliates. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. cooperate with Buyer and its Representatives representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Laws.

Consents and Filings; Further Assurances. (a) Each of The Company, the parties Voting Stockholders and the ILOG Group shall use its all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law Legal Requirements Back to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and Contents or otherwise to consummate and make effective the transactions Transactions contemplated by this Agreement. Each party shall, Agreement and the Transaction Documents as promptly as practicable. , including, but not limited to: (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain obtaining from Governmental Authorities Bodies and other Persons all other consentsConsents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions Transactions contemplated by this Agreement; provided that Agreement and the Transaction Documents, (Aii) no Seller nor promptly making all necessary filings, and thereafter making any of its Affiliates shall give any undertakingsother required submissions, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer with respect to this Agreement required under applicable Legal Requirements and (Biii) neither Buyer nor having vacated, lifted, reversed or overturned any of its Affiliates shall be required to take any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that involves divestiture of an existing business of Buyer is then in effect and that enjoins, restrains, conditions, makes illegal or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense otherwise restricts or that could reasonably be expected to impair the overall benefit expected to be realized from prohibits the consummation of the transactions Transactions contemplated by this AgreementAgreement and the Transactional Documents. Buyer In furtherance and not in limitation of the foregoing, the Company and the Voting Stockholders shall bear permit the costs ILOG Group reasonably to participate in the defense and settlement of all filing fees any claim, suit or cause of action relating to this Agreement or the Transactions contemplated hereby, and other charges for filing under applicable Laws by all partiesthe Company and the Voting Stockholders shall not settle or compromise any such claim, suit or cause of action without the ILOG Group’s prior written consent. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable Notwithstanding anything herein to the Sellerscontrary, the ILOG Group shall not be required by this Section to take or agree to undertake any action, including entering into any Consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the ILOG Group, the Company or any of their respective Affiliates, (B) limit the CompanyILOG Group’s Subsidiaries freedom of action with respect to, or relating its ability to consolidate and control, the business that are required under applicable Laws and Company or any of their assets or businesses or any of the ILOG Group’s or their Affiliates’ other assets or businesses or (C) limit the ILOG Group’s ability to submit requests for any consentsacquire or hold, approvalsor exercise full rights of ownership with respect to, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Lawsthe Shares.

Consents and Filings; Further Assurances. (a) Each of the parties Company, Parent and MergerCo shall use its their respective commercially reasonable best efforts to takeobtain the authorizations, or cause consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and if the appropriate filing of a Pre-Merger Notification and Report Form pursuant to be takenthe HSR Act has not been filed prior to the date hereof, all each party hereto agrees to make an appropriate action filing of a Pre-Merger Notification and Report Form with respect to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement within ten (10) Business Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The parties hereto shall promptly respond to any requests for additional information from any Governmental Authority or other third party in respect thereof. Parent and the Company shall each pay one-half of all filing and related fees in connection with any such filings that must be made by any of the parties under the HSR Act. Each party shallof Parent, MergerCo and the Company hereby covenants and agrees to use its commercially reasonable efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority, as promptly as practicable. (i) makeapplicable, or cause to be madefor the Merger and the other transactions contemplated hereby; provided, all necessary filingshowever, and thereafter make that notwithstanding any other required submissionsprovision of this Agreement, Parent shall not be required, as a condition to obtaining such approval, to divest or hold separate or otherwise take or commit to take any action or enter into any agreement that limits its freedom of action with respect to this Agreement required under all or any applicable Law portion of Parent’s or any of its Subsidiaries’ assets, businesses or lines of business, and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for neither the consummation of the transactions contemplated by this Agreement; provided that (A) no Seller Company nor any of its Affiliates Subsidiaries shall give any undertakings, make any commitments such divestiture or enter into take any agreements that would be binding upon Buyer such action or make any such commitment with respect to the Company or any of its Affiliates, including, after the Closing, the Company, Subsidiaries’ business or assets in connection with obtaining any such approval without the Parent’s prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Lawsconsent.

Consents and Filings; Further Assurances. (a) Each of the parties shall use its all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and law or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements as promptly as practicable. , including, without limitation, to (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement or the Ancillary Agreements required under any applicable law. In addition, immediately after the execution of this Agreement; provided , the Seller shall, or procure that the relevant persons shall, (Ai) no launch the regularization process of the building permit (number PC 13 028 87 B 0298 dated December 10, 1987) aiming at obtaining a compliance certificate (permis de construire de régularisation) from the town hall which has delivered such permit and to (ii) file such request with the relevant town hall on or before the Closing Date. All costs and fees relating to such regularization process (including those relating to the ordering of the construction plans and the work of the architect to be designated in connection with this process, i.e, the preparation of the request and the follow-up until the town hall has rendered its decision) shall be borne by the Seller. In the event the compliance certificate has not been issued prior to the Closing Date, the Seller nor shall deliver a copy of the regularization file and related documents, and introduce the designated architect, to the Purchaser, who will then handle the follow-up and supervision of the regularization process, at Purchaser’s costs (except for architect’s fees relating to the follow-up during the instruction period of the request), with the cooperation of the Seller, using commercially reasonable efforts. Each of the parties shall promptly notify the other party of any communication it or any of its Affiliates shall give receives from any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or Governmental Authority relating to the business matters that are required under the subject of this Agreement or the Ancillary Agreements and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. The parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Lawswaiting periods.

Consents and Filings; Further Assurances. (a) Each of the parties shall use its commercially Company and the Acquiror agrees to use, and will cause their respective Affiliates to use, reasonable best efforts to takeconsummate and make effective, or cause in the most expeditious manner practicable, the Merger and the other Transactions, and to be takensatisfy all of the conditions set forth in ARTICLE VI, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect including as promptly as practicable following the date of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, as promptly as practicable. (i) makenegotiating, preparing and filing all forms, registrations and notices and executing all agreements and documents required by applicable Law or cause to be madeorder in connection with the execution, all necessary filingsdelivery, and thereafter make any other required submissions, with respect to performance of this Agreement required under any applicable Law and the Ancillary Agreements and the consummation of the Transactions and (ii) use obtaining all consents, approvals or waivers of all Governmental Authorities and other third parties required by applicable Law or order in connection with the execution, delivery, and performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions. If any Governmental Authority threatens to institute or institutes any Action under any antitrust Law that challenges or affects this Agreement, or seeks to prohibit or enjoin the Transactions (an “Antitrust Action”), the Parties shall exercise their reasonable best efforts to obtain, or cause to be obtained (x) all consentsdefend or oppose such Antitrust Action, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for seek to have lifted or rescinded any injunction or restraining order issued in connection with such Antitrust Action which prohibits or enjoins or otherwise adversely affects the consummation ability of the transactions contemplated Parties to consummate the Transactions, in each case until this Agreement is terminated pursuant to ARTICLE VII. Each of the Company and Acquiror will, and will cause their respective Affiliates to, consult and cooperate with each other as to the appropriate timing of all such filings and notifications, furnish (subject to applicable Laws and the preservation of any applicable attorney-client privilege) to each other such necessary information and reasonable assistance as may be requested in connection with the preparation of such filings and notifications, and respond promptly to any requests for additional information made in connection therewith by any Governmental Authority. Each of the Company and Acquiror may, if it reasonably deems it necessary, designate any competitively sensitive material provided to the other Party pursuant to this Agreement; provided Section 5.10 as “outside counsel only”. Such materials and information contained therein shall be given only to the outside legal counsel of the recipient Party and will not be disclosed by such outside counsel to Representatives of the recipient Party, unless express written permission is obtained in advance from the Party that (A) no Seller nor is the source of such materials. To the extent permitted under applicable Law, each of the Company and Acquiror will have the right to review in advance all applications, notices, petitions, and filings made or furnished by the other Party or any of its Affiliates shall give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after in connection with the Closing, the Company, without the prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable LawsTransactions.

Consents and Filings; Further Assurances. (a) Each of the parties shall use its commercially their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper necessary or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements as promptly as practicable. , including to (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided that Agreement and the Ancillary Agreements, (Aii) no Seller nor any of its Affiliates shall give any undertakingspromptly make all necessary filings, and thereafter make any commitments or enter into any agreements that would be binding upon Buyer other required submissions, with respect to this Agreement required under the HSR Act or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer other applicable Law and (Biii) neither Buyer nor have vacated, lifted, reversed or overturned any of its Affiliates shall be required to take any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that involves divestiture of an existing business of Buyer is then in effect and that enjoins, restrains, conditions, makes illegal or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense otherwise restricts or that could reasonably be expected to impair the overall benefit expected to be realized from prohibits the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. Buyer shall bear In furtherance and not in limitation of the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellersforegoing, the Company shall permit the Buyer reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, the Merger or the Companyother transactions contemplated hereby, and the Company shall not settle or compromise any such claim, suit or cause of action without the Buyer’s Subsidiaries written consent. Buyer and Company shall keep each other reasonably informed of the status of their respective efforts to consummate the transactions contemplated hereby, including by (A) promptly notifying the other of any communications from or relating with any Governmental Authority with respect to the business that are required under applicable Laws transactions contemplated hereby, (B) discussing with the other party in and considering in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Authority, (C) not participating in any meeting with any such Governmental Authority unless, to the extent reasonably feasible, it consults with the other party in advance and to submit requests for any consentsthe extent permitted by such Governmental Authority gives the other party the opportunity to attend and participate, approvals(D) furnishing the other party (or their respective counsel, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Lawsan appropriate joint defense and confidentiality agreement) with copies of all correspondence, filings and communications between it and any such Governmental Authority with respect to this Agreement and the transactions contemplated hereby; provided, however, that materials can be entirely withheld if they relate to the valuation of the transaction or where sharing the information would, in the good faith belief of the party whose material it is, would be prohibited by Law or violate contractual obligations and (E) furnishing the other with such necessary information and reasonable assistance as each of them may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Authority.

Consents and Filings; Further Assurances. (a) Each of the parties shall use its all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements as promptly as practicable. , including to (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, and (ii) promptly make all necessary filings and give all necessary notices, and thereafter make any other required submissions, with respect to this Agreement required under applicable Law; provided provided, however, that (A) in no event shall the Seller nor or its Affiliates be obligated to pay any additional monies in the aggregate in excess of USD 25,000 under or be required to amend any of its Affiliates their respective agreements or contracts if, in the sole discretion of the Seller, such amendments shall give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer adverse to the interests of the Seller or any of its Affiliates; provided, including, after the Closingfurther, the Company, without preceding provisions shall not limit the prior written consent obligation (if any) of Buyer and (B) neither Buyer nor the Seller or any of its Affiliates shall to pay amounts required by Law to be paid in connection with any filing or notice to any Governmental Agency required to take any action that involves divestiture of an existing business of Buyer be made pursuant to this Agreement. In no event shall the Seller or any of its AffiliatesAffiliates be obligated to obtain any consent, including, after the Closing, the Company, that involves unreasonable expense approval or that could reasonably be expected waiver from ****** with respect to impair the overall benefit expected to be realized from the consummation any ****** Agreement. Each of the transactions contemplated by this Agreement. Buyer parties shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable promptly deliver to the Sellersothers (upon request) a copy of each such filing made, each such notice given or each such consent, approval, authorization, qualification or order obtained during the Company or period between the Company’s Subsidiaries or relating to date of this Agreement and the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable LawsClosing Date.

Consents and Filings; Further Assurances. (a) Each of the parties The Parties shall use its commercially their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement as promptly as practicable. , including to (i) makeobtain from Governmental Authorities and other Persons all consents, or cause to be madeclearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable Law, including, in the case of ASAC and the Company, make the necessary filings under the HSR Act within three (3) Business Days after the date hereof, (iii) to the extent named as a defendant, defend any applicable Law and (ii) use reasonable best efforts to obtainlawsuits or other legal proceedings, whether judicial or cause to be obtained (x) all consentsadministrative, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) challenging this Agreement or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided that (A) no Seller nor any of its Affiliates shall give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer and (Biv) neither Buyer nor have vacated, lifted, reversed or overturned any of its Affiliates shall be required to take any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that involves divestiture of an existing business of Buyer is then in effect and that enjoins, restrains, conditions, makes illegal or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense otherwise restricts or that could reasonably be expected to impair the overall benefit expected to be realized from prohibits the consummation of the transactions contemplated by this Agreement. Buyer In furtherance and not in limitation of the foregoing, ASAC shall bear the costs of (A) use its reasonable best efforts to take or cause to be taken all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees actions necessary, proper or advisable to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable the expiration or termination of the waiting period applicable to the SellersPrivate Sale under the HSR Act as promptly as reasonably practicable and in any event no later than the Termination Date, (B) promptly notify the other Parties of any communication concerning this Agreement and any of the transactions contemplated hereby from any Governmental Authority and consider in good faith the views of the other Parties and keep the other Parties reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other Parties with any written notices or other communications received by ASAC from, or given by ASAC to, the Company Federal Trade Commission (the “FTC”) or the CompanyAntitrust Division of the Department of Justice (the “DOJ”); and (C) permit the other Parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other Party’s Subsidiaries comments thereon, and consult with each other Party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the business that are required under applicable Laws and to submit requests for antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, opinionsand any agreement regarding the timing of consummation of the Private Sale) with the FTC or the DOJ unless it consults with the other Parties and their Representatives in advance and invites the other Parties’ Representatives to attend such meetings and/or discussions; provided, qualificationshowever, orders and clearances that nothing in this Agreement shall prevent ASAC from responding to or complying with a subpoena or other legal process required pursuant by Law or submitting factual information in response to applicable Lawsa request therefor.

Consents and Filings; Further Assurances. (a) Each of the parties shall use its all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, Agreement and the Ancillary Agreements as promptly as practicable. , including to (i) make, or cause to be made, obtain the Required Consents and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable Law. Except for fees related to any applicable Law and filings pursuant to the HSR Act (iiwhich shall be paid by the Buyer) use reasonable best efforts to obtainor as provided in the next sentence, or cause all fees to be obtained paid and costs incurred in connection with obtaining the Required Consents and making such filings shall be borne by the Seller. The Buyer and Seller agree that if, in connection with the process of obtaining any Required Consent, a Governmental Authority or other Person requires the payment of filing fees, consultant fees or other normal and usual fees or costs, the Buyer (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(bthe one hand) and the Seller (yon the other hand) obtain from Governmental Authorities will share such fees and other Persons all other consentscosts equally, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided that (A) neither party shall be obligated to pay more than $25,000 in the aggregate in respect thereof (except, in the case of the Seller, for amounts incurred, accrued or known to the Seller prior to the date hereof), (B) in no Seller nor event shall the Buyer be responsible to pay any fees or costs incurred in connection with the process of its Affiliates obtaining a renewal for any Expired Franchise (including, for the avoidance of doubt, the issuance of any new Franchise), and (C) unless the Buyer has consented in writing, in no event shall give the Buyer be responsible to pay any undertakings, make any commitments increased costs or enter into any agreements expenses that would be binding upon affect Buyer or any of its Affiliates, including, the Systems after the Closing; and provided, further, that in any event each party shall be solely responsible for the Company, without the prior written consent of Buyer fees and (B) neither Buyer nor any expenses of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Lawsown legal counsel.

Consents and Filings; Further Assurances. (a) Each Subject to the terms and conditions of this Agreement, each of the parties Parties shall, and shall use cause its commercially reasonable best efforts to Subsidiaries to, cooperate with each other Party to, promptly (i) take, or cause to be taken, any and all appropriate action actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including taking, or causing to be taken, all actions, and doing, or causing to be done, all things necessary to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including all necessary waivers, consents and approvals from any third-party Person. Each party shallWithout limiting the generality of the previous sentence, as promptly as practicable. the Parties shall (i) makecooperate with each other party hereto to take, or cause to be madetaken, any and all actions, and to do, or cause to be done, all things necessary, appropriate or desirable to obtain from Governmental Authorities all consents, approvals, clearances, expiration or termination of waiting periods, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and Law, including any Antitrust Law; (iiiii) use reasonable best efforts to obtaintake, or cause to be obtained taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws to comply at the earliest practicable date with any request under any Antitrust Law, for additional information, documents or other materials received by each of them or any of their respective Subsidiaries from the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Authority in respect of such filings (xcollectively, an “Antitrust Authority”); (iv) cooperate with each other in connection with any such filing or request (including, to the extent permitted by applicable Law, providing copies of all consentssuch documents to the non-filing parties prior to filing and considering all reasonable additions, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) deletions or Schedule 6.4(bchanges suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the Antitrust Authorities under any Antitrust Law with respect to any such filing; (yv) obtain from Governmental Authorities and other Persons (1) take all other consentsactions necessary, approvals, authorizations, qualifications and orders proper or advisable to cause the expiration or termination of the applicable waiting periods under any Antitrust Law as are necessary for the consummation of soon as possible or (2) not enter into any agreement with an Antitrust Authority not to consummate the transactions contemplated by this Agreementhereby; provided that (A) no Seller nor any of its Affiliates shall give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer and (Bvi) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture and all steps not prohibited by applicable Law to defend and resolve any investigation or other inquiry of an existing business of Buyer any Governmental Authority under all applicable Laws, including by defending against and contesting administratively and in court any litigation or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense adverse determination initiated or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated made by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing a Governmental Authority under applicable Laws by all partiesLaw. The Company hereby agrees (and agrees This Section 6.4(a) does not apply with respect to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable LawsTaxes.