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. (b) Promptly following the date hereof, the Company shall submit to DDTC a general correspondence letter notifying DDTC of the nature of the transactions contemplated under this Agreement, and seeking any authorizations required by the ITAR in order to consummate and make effective the transactions contemplated by this Agreement. (c) To the extent the parties mutually agree in their sole and absolute discretion, the Company and Buyer shall use commercially reasonable efforts and cooperate to effect the addition of Buyer as a party or parties to any of the Company TAAs listed on Schedule 7.5(c), effective no earlier than, and conditioned upon, the Closing, provided that such action is acceptable to the U.S. sponsors of the Company TAA at issue and to DDTC. Buyer shall be responsible for paying all filing and administrative fees associated with such additions. (d) Each of the parties shall 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 permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to Section 7.2, the parties 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. Subject to Section 7.2, the parties 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 and the transactions contemplated hereby.

Consents and Filings; Further Assurances. (a) Each of the parties 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 as promptly as practicable. , including to (i) makeobtain from Governmental Entities, or cause to be madeincluding, without limitation, the Texas Department of Banking, and other Persons all Authorizations and Orders as are necessary for the consummation of the transactions contemplated by this Agreement and (ii) promptly make 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 LawsLaw. (b) Promptly following the date hereof, the Company shall submit to DDTC a general correspondence letter notifying DDTC of the nature of the transactions contemplated under this Agreement, and seeking any authorizations required by the ITAR in order to consummate and make effective the transactions contemplated by this Agreement. (c) To the extent the parties mutually agree in their sole and absolute discretion, the Company and Buyer shall use commercially reasonable efforts and cooperate to effect the addition of Buyer as a party or parties to any of the Company TAAs listed on Schedule 7.5(c), effective no earlier than, and conditioned upon, the Closing, provided that such action is acceptable to the U.S. sponsors of the Company TAA at issue and to DDTC. Buyer shall be responsible for paying all filing and administrative fees associated with such additions. (d) Each of the parties Parties shall promptly notify the other parties Parties of any communication it or any of its Affiliates receives from any Governmental Authority Entity relating to the matters that are the subject of this Agreement and permit the other parties Parties to review in advance any proposed communication by such party Party to any Governmental AuthorityEntity, to the extent permitted by Law. No party Party to this Agreement shall agree to participate in any meeting with any Governmental Authority Entity in respect of any filings, investigation or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties Parties in advance advance, to the extent permitted by Law, and, to the extent permitted by such Governmental AuthorityEntity, gives the other parties Parties the opportunity to attend and participate at such meeting. Subject to Section 7.2To the extent permitted by Law, the parties Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periodsforegoing. Subject to Section 7.2To the extent permitted by Law, the parties Parties will provide each other with copies of all correspondence, filings or communications between them or any of their Representativesrepresentatives, on the one hand, and any Governmental Authority Entity or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Promptly after the date hereof, the Company will make all filings and take all steps reasonably necessary to obtain all Required Consents to be obtained by the Company to consummate the transactions contemplated by this Agreement.

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, qualifications, clearances or orders and clearances required pursuant to applicable Laws. (b) Promptly following the date hereof, the Company shall submit to DDTC of a general correspondence letter notifying DDTC of the nature of the transactions contemplated under this Agreement, and seeking any authorizations required by the ITAR in order to consummate and make effective the transactions contemplated by this Agreement. (c) To the extent the parties mutually agree in their sole and absolute discretion, the Company and Buyer shall use commercially reasonable efforts and cooperate to effect the addition of Buyer as a party or parties to any of the Company TAAs listed on Schedule 7.5(c), effective no earlier than, and conditioned upon, the Closing, provided that such action is acceptable to the U.S. sponsors of the Company TAA at issue and to DDTC. Buyer shall be responsible for paying all filing and administrative fees associated with such additions. (d) Each of the parties shall promptly notify the other parties of any communication it Governmental Authority or any other Person (other than the payment of its Affiliates receives from any Governmental Authority relating to the matters that are the subject filing fees and expenses and fees of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to Section 7.2, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request counsel) in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to Section 7.2, the parties 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 and the transactions contemplated hereby, (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 the 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 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. (b) Promptly following the date hereof, the Company shall submit to DDTC a general correspondence letter notifying DDTC of the nature of the transactions contemplated under this Agreement, and seeking any authorizations required by the ITAR in order to consummate and make effective the transactions contemplated by this Agreement. (c) To the extent the parties mutually agree in their sole and absolute discretion, the Company and Buyer shall use commercially reasonable efforts and cooperate to effect the addition of Buyer as a party or parties to any of the Company TAAs listed on Schedule 7.5(c), effective no earlier than, and conditioned upon, the Closing, provided that such action is acceptable to the U.S. sponsors of the Company TAA at issue and to DDTC. Buyer shall be responsible for paying all filing and administrative fees associated with such additions. (d) Each of the parties Parties shall promptly notify the other parties 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 permit the other parties Parties to review in advance any proposed communication by such party Party to any Governmental Authority. No party to this Agreement Seller shall not agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties Parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties Parties the opportunity to attend and participate at such meeting. Subject to Section 7.2, the parties The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Subject to Section 7.2applicable Law, the parties Parties 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 and the transactions contemplated hereby. (c) From time to time, whether at or following the Closing, the Sellers and the Buyers shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to vest in Buyers all the right, title, and interest in, to or under the Transferred Assets, to provide Buyers and the Sellers all rights and obligations to which they are entitled and subject pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated by this Agreement and the Ancillary Agreements. Each of the Parties will use its commercially reasonable efforts to cause all of the obligations imposed upon it in this Agreement to be duly complied with and to cause all conditions precedent to such obligations to be satisfied.

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) (1) obtain from Governmental Authorities and other Persons 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. (b) Promptly following the date hereof, the Company shall submit to DDTC a general correspondence letter notifying DDTC In furtherance of the nature foregoing Section 6.4(a), each of the transactions contemplated under this Agreement, and seeking any authorizations required by the ITAR in order to consummate and make effective the transactions contemplated by this Agreement. (c) To the extent the parties mutually agree in their sole and absolute discretion, the Company and Buyer shall use commercially reasonable efforts and cooperate to effect the addition of Buyer as a party or parties to any of the Company TAAs listed on Schedule 7.5(c), effective no earlier than, and conditioned upon, the Closing, provided that such action is acceptable to the U.S. sponsors of the Company TAA at issue and to DDTC. Buyer shall be responsible for paying all filing and administrative fees associated with such additions. (d) Each of the parties Parties shall promptly notify the other parties Parties of, and if in writing, furnish the other Parties with copies of (or, in the case of oral communications, advise the others of the contents of) any material communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties Parties to review in advance any proposed communication by such party Party to any Governmental Authority. No party to this Agreement Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties Parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties Parties and their respective counsel the opportunity to attend and participate at such meeting. Subject to Section 7.2, the parties The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties Parties may reasonably request in connection with the foregoing and in seeking early termination or expiration of any applicable waiting periods. Subject to Section 7.2applicable Law, the parties Parties 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 and the transactions contemplated hereby. This Section 6.4(b) does not apply with respect to Taxes. (c) From time to time, whether at or following the Closing, the AFI Entities and Buyers shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to vest in each Buyer all the right, title, and interest in, to or under the Transferred Assets and/or Assumed Liabilities, as applicable, to provide each Buyer and the AFI Entities with all rights and obligations to which they are entitled and subject pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated by this Agreement and the Ancillary Agreements. Each of the Parties will take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws to cause all of the obligations imposed upon it in this Agreement to be duly complied with and to cause all conditions precedent to such obligations to be satisfied. Notwithstanding the foregoing, nothing in this Section 6.4 shall (a) require either AFI Entity or any of their Affiliates to make any expenditure or incur any obligation on their own or on behalf of any Buyer (unless funds in the full amount thereof are advanced to the applicable Seller in cash) or (b) prohibit either AFI Entity or any of their Affiliates from ceasing operations or winding up its affairs following the Closing. (d) Following Closing, each AFI Entity shall cooperate with each Buyer’s reasonable requests with respect to the investigation and prosecution of any Actions related primarily to the Transferred Assets and Assumed Liabilities or the business of Seller (other than in connection with disputes between the Parties), including taking, or causing to be taken, all actions, and doing, or causing to be done, all things necessary, proper or advisable under applicable Laws to furnish all reasonably available information and testimony, to arrange discussions with, and the calling as witnesses of, officers, directors, employees, agents and Representatives, and to provide other reasonable assistance in connection with any such Actions, with such cooperation to be at the cost and expense of each Buyer. Without limiting this Section 6.4, each Buyer agrees to take any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing, or disposition of such assets or businesses of Buyers (or its Subsidiaries or other Affiliates), Seller, or otherwise taking or committing to take actions that limit any Buyer’s or its Subsidiaries’ or Affiliates’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines, or assets of any Buyer (or its Subsidiaries or other Affiliates) or Seller, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying the Closing.

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. (b) Promptly following the date hereof, the Company Sellers shall submit to DDTC a general correspondence letter notifying DDTC of the nature of the transactions contemplated under this Agreement, and seeking any authorizations required by the ITAR in order to consummate and make effective the transactions contemplated by this Agreement. (c) To the extent the parties mutually agree in their sole and absolute discretiondeem that it is necessary to do so, the Company and Buyer the Buyers shall use commercially reasonable efforts and cooperate to effect the addition of Buyer either or both of the Buyers as a party or parties to any of the Company ***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. TAAs listed on Schedule 7.5(c6.11(c), effective no earlier than, and conditioned upon, the Closing, provided that such action is acceptable to the U.S. sponsors of the Company TAA at issue and to DDTC. Buyer The Buyers shall be responsible for paying all filing and administrative fees associated with such additions. (d) Each of the parties shall 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 permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to Section 7.26.10, the parties 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. Subject to Section 7.26.10, the parties 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 and the transactions contemplated hereby.

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 Certificate of Designations as promptly as practicable. , including to (i) makeobtain from Governmental Entities and other Persons all Consents necessary for the consummation of the transactions contemplated by this Agreement and the Certificate of Designations, 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 execute and deliver any additional instruments, and take any further actions, reasonably necessary 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 consummate the transactions contemplated by by, and to fully carry out the purposes of, this AgreementAgreement and the Certificate of Designations; provided provided, that (A) in no Seller nor event shall any Purchaser or any of its Affiliates shall give or any undertakingsportfolio company of any of them be required to divest, make any commitments dispose of or enter into any agreements that would be binding upon Buyer or hold separate any of its Affiliatesassets, including, after the Closing, the Company, without the prior written consent of Buyer and (B) neither Buyer nor properties or businesses in connection with obtaining such Consents or avoiding an injunction or order under any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer Antitrust Law or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense competition 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 Lawstrade regulation Law. (b) Promptly following the date hereof, the Company shall submit to DDTC a general correspondence letter notifying DDTC of the nature of the transactions contemplated under this Agreement, and seeking any authorizations required by the ITAR in order to consummate and make effective the transactions contemplated by this Agreement. (c) To the extent the parties mutually agree in their sole and absolute discretion, the Company and Buyer shall use commercially reasonable efforts and cooperate to effect the addition of Buyer as a party or parties to any of the Company TAAs listed on Schedule 7.5(c), effective no earlier than, and conditioned upon, the Closing, provided that such action is acceptable to the U.S. sponsors of the Company TAA at issue and to DDTC. Buyer shall be responsible for paying all filing and administrative fees associated with such additions. (d) Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates or Representatives receives from any Governmental Authority Entity relating to the matters that are the subject of this Agreement or the Certificate of Designations, and permit the other parties to review in advance any proposed communication (but excluding, for the sake of clarity, filings themselves) by such party to any Governmental AuthorityEntity. No party to this Agreement None of the parties shall agree to participate in any meeting with any Governmental Authority Entity in respect of any filings, investigation or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other parties the opportunity to attend and participate at such meeting. Subject to Section 7.2, The Company and the parties will Purchasers shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties party may reasonably request in connection with the foregoing foregoing; provided, that the W Purchaser shall only be required to provide the cooperation contemplated by this sentence to the Company, but not to the other Purchasers and in seeking early termination subject to the terms of any applicable waiting periodsthe confidentiality agreement between the Company and the W Purchaser, dated as of December 20, 2017 (the “Confidentiality Agreement”). Subject to Section 7.2the Confidentiality Agreement, each of the parties will Company, on the one hand, and the Purchasers, on the other hand, shall provide each the other party with copies of all correspondencecorrespondence or communications (but excluding, for the sake of clarity, filings or communications themselves) between them it or any of their its Representatives, on the one hand, and any Governmental Authority Entity or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby; provided, that the W Purchaser shall only be required to provide copies of such correspondence and communications to the Company, but not to the other parties hereto, and subject to the terms of the Confidentiality Agreement. (c) The Purchasers and the Company shall cooperate with each other and with each other’s respective Representatives and, generally, do such other reasonable acts and things in good faith as may be reasonably necessary to effectuate the transactions contemplated by this Agreement and the Certificate of Designations, subject to the terms and conditions hereof and thereof and compliance with applicable Law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other party hereto in complying with the terms hereof and thereof.

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 any 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 Agreement and the Closing, the Company, without the prior written consent of Buyer Ancillary Agreements and (Bii) neither Buyer nor make all necessary filings and any of its Affiliates shall be other required submissions with respect to take any action that involves divestiture of an existing business of Buyer or any of its Affiliatesthis Agreement and each Ancillary Agreement, includingas the case may be, 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 as required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable LawsLaw. (b) Promptly following the date hereof, the Company shall submit to DDTC a general correspondence letter notifying DDTC of the nature of the transactions contemplated under this Agreement, and seeking any authorizations required by the ITAR in order to consummate and make effective the transactions contemplated by this Agreement. (c) To the extent the parties mutually agree in their sole and absolute discretion, the Company and Buyer shall use commercially reasonable efforts and cooperate to effect the addition of Buyer as a party or parties to any of the Company TAAs listed on Schedule 7.5(c), effective no earlier than, and conditioned upon, the Closing, provided that such action is acceptable to the U.S. sponsors of the Company TAA at issue and to DDTC. Buyer shall be responsible for paying all filing and administrative fees associated with such additions. (d) Each of the parties shall 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 permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to Section 7.2the Confidentiality Agreement, the parties 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 periodsforegoing. Subject to Section 7.2the Confidentiality Agreement, the parties 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 and the transactions contemplated hereby.

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) (1) obtain from Governmental Authorities and other Persons 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. (b) Promptly following the date hereof, the Company shall submit to DDTC a general correspondence letter notifying DDTC In furtherance of the nature foregoing Section 6.4(a), each of the transactions contemplated under this Agreement, and seeking any authorizations required by the ITAR in order to consummate and make effective the transactions contemplated by this Agreement. (c) To the extent the parties mutually agree in their sole and absolute discretion, the Company and Buyer shall use commercially reasonable efforts and cooperate to effect the addition of Buyer as a party or parties to any of the Company TAAs listed on Schedule 7.5(c), effective no earlier than, and conditioned upon, the Closing, provided that such action is acceptable to the U.S. sponsors of the Company TAA at issue and to DDTC. Buyer shall be responsible for paying all filing and administrative fees associated with such additions. (d) Each of the parties Parties shall promptly notify the other parties Parties of, and if in writing, furnish the other Parties with copies of (or, in the case of oral communications, advise the others of the contents of) any material communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties Parties to review in advance any proposed communication by such party Party to any Governmental AuthorityAuthority (other than any material or communication relating to the Requisite Filings or the SAFE Approval). No party to this Agreement Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties Parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties Parties and their respective counsel the opportunity to attend and participate at such meeting. Subject to Section 7.2, the parties The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties Parties may reasonably request in connection with the foregoing and in seeking early termination or expiration of any applicable waiting periods. Subject to Section 7.2applicable Law and except for any material or communication relating to the Requisite Filings or the SAFE Approval, the parties Parties 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 and the transactions contemplated hereby. This Section 6.4(b) does not apply with respect to Taxes. (c) From time to time, whether at or following the Closing, Seller and Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to vest in Buyer all the right, title, and interest in, to or under the Transferred Stock, to provide Buyer and Seller all rights and obligations to which they are entitled and subject pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated by this Agreement and the Ancillary Agreements. Each of the Parties will take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws to cause all of the obligations imposed upon it in this Agreement to be duly complied with and to cause all conditions precedent to such obligations to be satisfied. Notwithstanding the foregoing, nothing in this Section 6.4 shall (a) require Seller or any of its Affiliates to make any expenditure or incur any obligation on their own or on behalf of Buyer (unless funds in the full amount thereof are advanced to Seller in cash) or (b) prohibit Seller or any of its Affiliates from ceasing operations or winding up its affairs following the Closing. (d) Subject to any approval of the Bankruptcy Court that may be required, Seller and Buyer shall cooperate with each other and, as promptly as practicable after the date of this Agreement, take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain the transfer or reissuance to Buyer of all Environmental Permits necessary to lawfully own and operate the Transferred Subsidiaries. The Parties shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws to (i) respond promptly to any requests for additional information made by such agencies, (ii) participate in any hearings, settlement proceedings or other proceedings ordered with respect to applications to transfer or reissue such Environmental Permits, and (iii) cause regulatory approval to be obtained as soon as practicable after the date of filing. Each Party will bear its costs of the preparation and review of any such filing. Seller and Buyer shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement which appear in any filing made in connection with any filings to transfer the Environmental Permits and the filing Party shall consider in good faith any revisions reasonably requested by the non-filing Party. (e) Following Closing, Seller shall cooperate with Buyer’s reasonable requests with respect to the investigation and prosecution of any Actions related primarily to the business of the Transferred Subsidiaries (other than in connection with disputes between the Parties), including taking, or causing to be taken, all actions, and doing, or causing to be done, all things necessary, proper or advisable under applicable Laws to furnish all reasonably available information and testimony, to arrange discussions with, and the calling as witnesses of, officers, directors, employees, agents and Representatives, and to provide other reasonable assistance in connection with any such Actions, with such cooperation to be at the cost and expense of Buyer. Without limiting this Section 6.4, Buyer agrees to take any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing, or disposition of such assets or businesses of Buyer (or its Subsidiaries or other Affiliates), any Transferred Subsidiary, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or Affiliates’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines, or assets of Buyer (or its Subsidiaries or other Affiliates) or any Transferred Subsidiary, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying the Closing.

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 Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws other Parties of any communication concerning this Agreement and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Laws. (b) Promptly following the date hereof, the Company shall submit to DDTC a general correspondence letter notifying DDTC of the nature of the transactions contemplated under this Agreement, hereby from any Governmental Authority and seeking any authorizations required by consider in good faith the ITAR in order views of the other Parties and keep the other Parties reasonably informed of the status of matters related to consummate and make effective the transactions contemplated by this Agreement. (c) To , including furnishing the extent the parties mutually agree in their sole and absolute discretionother Parties with any written notices or other communications received by ASAC from, or given by ASAC to, the Company and Buyer shall use commercially reasonable efforts and cooperate to effect Federal Trade Commission (the addition of Buyer as a party “FTC”) or parties to any the Antitrust Division of the Company TAAs listed on Schedule 7.5(cDepartment of Justice (the “DOJ”), effective no earlier than, ; and conditioned upon, the Closing, provided that such action is acceptable to the U.S. sponsors of the Company TAA at issue and to DDTC. Buyer shall be responsible for paying all filing and administrative fees associated with such additions. (dC) Each of the parties shall 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 permit the other parties Parties to review in advance draft form any proposed communication to be submitted by such party it to any Governmental Authority. No party the FTC or the DOJ, with reasonable time and opportunity to this Agreement shall agree comment, give reasonable consideration to participate the other Party’s comments thereon, and consult with each other Party in any meeting with any Governmental Authority in respect advance of any filingsin-person or telephonic meeting or conference with, investigation the FTC or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties in advance DOJ, and, to the extent permitted by such Governmental Authoritythe FTC or the DOJ, gives not agree to participate in any meeting or substantive discussion (including any discussion relating to the other parties the opportunity to attend and participate at such meeting. Subject to Section 7.2antitrust merits, any potential remedies, commitments or undertakings, the parties 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 timing of any applicable waiting periods. Subject to Section 7.2waivers, the parties will provide each other with copies of all correspondenceconsents, filings approvals, permits, orders or communications between them or any of their Representatives, on the one handauthorizations, and any Governmental Authority agreement regarding the timing of consummation of the Private Sale) with the FTC or members of its staff, on the DOJ unless it consults with the other handParties and their Representatives in advance and invites the other Parties’ Representatives to attend such meetings and/or discussions; provided, with respect to however, that nothing in this Agreement and the transactions contemplated herebyshall prevent ASAC 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.

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 actions 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 expiration of applicable waiting periods, consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided Agreement (with respect to any such item arising under an antitrust or competition Law, the “Antitrust Approvals”) and the Ancillary Agreements and (ii) promptly (and with respect to any applicable filings under the HSR Act, in no event later than 10 Business Days after the Agreement Date) 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. Parent and the Company shall each pay one-half of all filing fees and other charges paid to any Governmental Authority for filings under the HSR Act or any Foreign Antitrust Law. (b) Without limiting the generality of the parties’ undertaking pursuant to Section 6.7(a), each of the Seller Representative, the Company and Parent shall use reasonable best efforts to (i) resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated hereby and (ii) take all such actions as may be required to obtain all Antitrust Approvals as promptly as possible after the execution of this Agreement and no later than the Termination Date, including such action that would (A) no Seller nor require the divestiture of any businesses, properties, rights or assets, or portions thereof, 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 ClosingParent, the Company, without the prior written consent or any of Buyer and their respective Subsidiaries or Affiliates, (B) neither Buyer nor any limit Parent’s freedom of action with respect to, or its ability to consolidate and control, the Company and its Subsidiaries or Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of their businesses, properties, rights or assets, or portions thereof, or any of Parent’s or its Subsidiaries or Affiliates’ other businesses, properties, rights or assets, or portions thereof, or (C) limit Parent’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Company and its Subsidiaries or Affiliates, including, after the Closing, the Company, provided that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the (x) such action is conditioned on consummation of the transactions contemplated by this Agreement. Buyer shall bear Agreement and (y) such action would not require Parent to sell, divest, assign, dispose of or hold separate any businesses, properties, rights or assets of Parent, Company or their respective Affiliates and Subsidiaries, or agree to, or enter into any conditions or mitigation agreements or other remedies with respect to, any businesses, properties, rights or assets of Parent, Company or their respective Affiliates and Subsidiaries, that (together with all other businesses, properties, rights and assets that are subject to antitrust remedies) generated more than $75,000,000 in revenues during the costs parties’ respective most recently completed fiscal years; provided, further, that, in each case, as between Parent, on the one hand, and the Seller Representative and the Company, on the other, Parent shall, after in good faith taking into account the views of all filing fees the Seller Representative 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 SellersCompany, determine the businesses, properties, rights or assets, or portions thereof, of Parent, the Company or any of their respective Affiliates or subsidiaries to be so sold, divested, assigned, disposed of, held separate or subject to any restriction or limitation, provided that such determination must be made in furtherance of, and in no way limit, Parent’s obligation to take all actions as may be required to obtain all Antitrust Approvals as promptly as possible after the Company’s Subsidiaries or relating to execution of the business that are required under applicable Laws Agreement and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to applicable Laws. (b) Promptly following no later than the date hereofTermination Date. Each of the Seller Representative, the Company and Parent shall submit use commercially reasonable efforts to DDTC a general correspondence letter notifying DDTC take such action as may be required to cause the expiration of the nature of notice period under the HSR Act with respect to the transactions contemplated under hereby as promptly as possible after the execution of this Agreement. In furtherance of the foregoing, Parent and seeking the Company shall jointly determine the strategy to be pursued for obtaining all Antitrust Approvals and for otherwise removing all impediments to closing under the HSR Act and any authorizations required by Foreign Antitrust Law. Each of the ITAR in order Sellers agrees to consummate and make effective reasonably cooperate to the transactions contemplated by this Agreementextent necessary for the other parties to fulfill their respective obligations hereunder. (c) To During the extent period from the parties mutually agree in their sole Agreement Date and absolute discretioncontinuing until the earlier of the Termination Date or the Closing Date, except with the Company and Buyer shall use commercially reasonable efforts and cooperate to effect the addition of Buyer as a party or parties to any consent of the Company TAAs listed on Schedule 7.5(c(which shall not be unreasonably withheld, delayed or conditioned), effective no earlier than, Parent and conditioned upon, its Affiliates shall not enter into any transaction that would reasonably be expected to prevent or materially delay any filings or approvals required under the Closing, provided that such action is acceptable to the U.S. sponsors of the Company TAA at issue and to DDTCHSR Act or any applicable Foreign Antitrust Law. Buyer shall be responsible for paying all filing and administrative fees associated with such additions. (d) Each of the parties shall promptly notify the other parties party 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 permit the other parties party to review in advance any proposed communication by such party to any Governmental Authority. No Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate at such meeting. Subject to Section 7.2the applicable Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periodsperiods including under the HSR Act and other applicable regulatory regimes. Neither Parent nor the Sellers, the Seller Representative or Company shall extend any waiting period under the HSR Act or any Foreign Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld, conditioned or delayed). Subject to Section 7.2the applicable Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings (restricting access to outside counsel or other personnel as necessary to comply with applicable Laws) or communications between them or any of their Affiliates or Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby.