Common use of Consents and Filings; Reasonable Efforts Clause in Contracts

Consents and Filings; Reasonable Efforts. (a) The Company shall use its commercially reasonable efforts (i) to take promptly, or cause to be taken, all actions (including actions after the Closing), and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, and (ii) as promptly as practicable after the Agreement Date, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental Entities, and to obtain all other consents from, and give all other notices to, all other Persons, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, including those listed in Section 2.3(b) and Section 6.1(c) of the Disclosure Letter. (b) Subject to Applicable Law relating to the sharing of information, each of Acquiror, the Company and the Shareholder shall (i) in compliance with the advice of antitrust counsel, furnish each other with copies of all material documents (except, in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, in connection with the Governmental Authorizations contemplated by this Section 5.3, and (ii) use reasonable best efforts to consult with and keep the other party informed as to the status of such matters. Further, no party shall, nor shall it permit any of its Representatives to, unless so requested by such Governmental Entity, meet or engage in substantive conversations with any Governmental Entity or representative of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, to the extent reasonably practicable, it consults with the other party in advance of such meeting or conversation and provides such other party with the opportunity to participate in such meeting or conversation. (c) Notwithstanding the foregoing, Acquiror shall (i) determine the timing and strategy and be solely responsible for the final content of any substantive oral or written communications with any applicable Governmental Entities except responses to inquiries made directly to the Company or the Shareholder by such Governmental Entities, and (ii) lead all Proceedings and coordinate all activities with respect to seeking any Governmental Authorizations in connection with Applicable Law; provided, that, Acquiror shall in good faith consider all views and input provided by the Company.

Consents and Filings; Reasonable Efforts. (a) The Subject to Section 5.3(b), each of the parties will, and the Company shall will cause its Subsidiaries to, use its their respective commercially reasonable efforts (i) to take promptly, or cause to be taken, all actions taken (including actions after the Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, Agreement and (ii) as promptly as practicable after the Agreement Datedate of this Agreement, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental EntitiesAuthorities, and to obtain all other consents consents, waivers, approvals and other authorizations from, and give all other notices to, all other Personsthird parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated by this Agreement, including those listed in Section 2.3(bSections 3.3(b) and Section 6.1(c) of the Company Disclosure Letter. (b) Subject to Applicable Law relating to Schedule. Within five Business Days following the sharing execution and delivery of information, each of Acquirorthis Agreement, the Company and the Shareholder shall (i) in compliance Purchaser will each file a Notification and Report Form and related material with the advice Federal Trade Commission and the Antitrust Division of antitrust counselthe United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, furnish each other with copies as amended (the "HSR Act"), will use their respective commercially reasonable efforts to obtain early termination of the applicable waiting period and will make all material documents (exceptfurther filings pursuant thereto that may be necessary, proper or advisable. The Purchaser will cooperate in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, in connection good faith with the Governmental Authorizations Federal Trade Commission and the Antitrust Division of the United States Department of Justice and undertake promptly any and all action reasonably required to complete the transactions contemplated by this Section 5.3Agreement and the Ancillary Agreements; provided, and (ii) use reasonable best efforts however, the foregoing will not be deemed to consult with and keep require the Purchaser to enter into any agreement, consent decree or other party informed as to commitment requiring the status of such matters. Further, no party shall, nor shall it permit Purchaser or any of its Representatives to, unless so requested by such Governmental Entity, meet or engage in substantive conversations with any Governmental Entity or representative of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, to the extent reasonably practicable, it consults with the other party in advance of such meeting or conversation and provides such other party with the opportunity to participate in such meeting or conversation. Affiliates (c) Notwithstanding the foregoing, Acquiror shall (i) determine the timing and strategy and be solely responsible including for the final content of any substantive oral or written communications with any applicable Governmental Entities except responses to inquiries made directly to this purpose either the Company or its Subsidiaries) to divest (including through the Shareholder by such granting of any license rights) or hold separate any assets or to take any other action that would have a material and adverse effect on the business, assets, properties, Liabilities, condition (financial or otherwise), operating results, operations or business prospects of the Purchaser or any of its Affiliates (including for this purpose either the Company or its Subsidiaries). In addition, each of the Purchaser and the Company agrees to file with the applicable Governmental EntitiesAuthority, as soon as reasonably practicable following the date of this Agreement, any filings or similar submissions required under applicable antitrust or competition Laws of jurisdictions outside of the United States of America. The Purchaser will be responsible for any and (ii) lead all Proceedings and coordinate all activities filing fees due under or with respect to seeking any Governmental Authorizations in connection with Applicable Law; providedsuch HSR Act filings or other similar filings. Upon the Closing, thatthe Company will make available all original minute books, Acquiror shall in good faith consider all views corporate seals and input provided by stock ledger records of the CompanyCompany to the Purchaser.

Consents and Filings; Reasonable Efforts. (a) 6.3.1 The Company Seller shall use and shall cause its Affiliates to use commercially reasonable efforts efforts: (i) to take promptly, or cause to be taken, all actions (including actions after the Closing)actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement; (ii) to take promptly, or cause to be taken, all actions to assign and transfer to the Purchaser (other than assistance in preparing new applications for), Governmental Authorizations and Registrations used in or related to the Business or any Transferred Asset of the Business or required for the ownership or use of any Transferred Asset of the Business or the operation of the Business; and (iiiii) as promptly as practicable after the Agreement Datedate of this Agreement, to obtain all Governmental Authorizations and Registrations from, give all notices to, and make all filings with, all Governmental EntitiesAuthorities, and to obtain all other consents Consents, Releases, substitutions or amendments from, and give all other notices to, all other Persons, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated by this Agreement, including those listed in Section 2.3(b) Clause 9.3(a)(ii), Clause 9.3(b), Clause 9.12.8 and Section 6.1(c) Clause 9.19.2 of the Seller Disclosure LetterSchedule, Schedule 5.1.4 and Schedule 5.1.6, provided, however, that, subject to Clause 6.3.5, any costs, fees, expenses or other charges relating to obtaining such Consents or making such filings shall be borne by the Seller. The Seller shall not knowingly enter into any acquisition or other agreement, make any announcements with respect to any transaction or take any other action that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consents of any Governmental Authorities or other Persons. 6.3.2 As soon as reasonably practicable following the Effective Date, the Seller and the Purchaser shall (a) each file a Notification and Report Form and related material with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) Subject to Applicable Law relating to the sharing of information, each of Acquiror, the Company and the Shareholder shall (i) complete Schedule 5.1.5 to include all jurisdictions in compliance with which, based on the advice of antitrust counselapplicable Competition/Investment Laws, furnish each other with copies of all material documents (except, in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of a filing under such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, Competition/Investment Laws is required in connection with the Governmental Authorizations transactions contemplated by this Section 5.3Agreement and (ii) make all necessary filings under the applicable Competition/Investment Laws of the jurisdictions set forth on Schedule 5.1.5, and (c) use their commercially respective reasonable endeavors to obtain early termination of the applicable waiting period and shall make all further filings pursuant thereto that may be necessary, proper or advisable. The foregoing shall not be deemed to require the Purchaser or any of its Affiliates to enter into any agreement, consent decree or other commitment requiring the Purchaser or any of its Affiliates to divest (including through the granting of any license rights) or hold separate any businesses, assets or properties of the Business, the Purchaser or any of its CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. Affiliates; provided, however, that the Purchaser shall be required to accept a remedy (other than a remedy to divest (including through the granting of any license rights) or hold separate any businesses, assets or properties of the Business, the Purchaser or any of its Affiliates) required by the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice provided that, in the reasonable determination of the Purchaser, such remedy could not have a material adverse effect on the business, assets, properties, liabilities, condition (financial or otherwise), operating results, operations or prospects of the Business, the Purchaser or any of its Affiliates, and neither the Seller nor any of its Affiliates shall, without prior written consent of Purchaser, take or commit to take any such actions with respect to the Business, the Purchaser or its Affiliates. 6.3.3 If, prior to the Closing Date, there is a requirement under the Competition/Investment Laws of India for any Party or the Parties to make a filing with respect to the transactions contemplated by this Agreement, then as soon as reasonably practicable following the effective date of such requirement pursuant to the Competition/Investment Laws of India, the Seller and the Purchaser, as applicable, shall each file or shall jointly file, as required, all necessary documentation with the applicable Governmental Authorities under such Competition/Investment Laws, and the Parties shall use their respective commercially reasonable efforts to obtain early termination of any applicable waiting period and shall make all further filings pursuant thereto that may be necessary, proper or advisable. 6.3.4 Subject to appropriate confidentiality protections, each Party shall: (i) promptly notify the other Party of any written communication to that Party from any Governmental Authority and, subject to Law, permit the other Party to review in advance any proposed written communication to any such Governmental Authority and shall consult with counsel for the other Party, consider in good faith the views of the other and, if appropriate, incorporate the other Party’s reasonable comments, and (ii) use reasonable best efforts to consult with and keep furnish the other party informed as to the status Party with copies of such matters. Furtherall correspondence, no party shall, nor shall it permit any of its Representatives to, unless so requested by such Governmental Entity, meet or engage in substantive conversations with any Governmental Entity or representative of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, to the extent reasonably practicable, it consults with the other party in advance of such meeting or conversation filings and provides such other party with the opportunity to participate in such meeting or conversation. (c) Notwithstanding the foregoing, Acquiror shall (i) determine the timing and strategy and be solely responsible for the final content of any substantive oral or written communications with any applicable Governmental Entities except responses to inquiries made directly to the Company or the Shareholder by such Governmental Entities, and (ii) lead all Proceedings and coordinate all activities Authority with respect to seeking this Agreement or the transactions contemplated hereby; provided, however that if Seller or Purchaser believes that any such communication to or from a Governmental Authorizations Authority contains (or in the case of a meeting is likely to involve discussion of) commercially sensitive information that it is unwilling to provide to the other Party, it shall be sufficient for Seller or Purchaser, as the case may be, to provide a copy of such communication (or an opportunity to attend such meeting) to the other Party’s outside counsel. 6.3.5 All filing fees under the HSR Act, other applicable Competition/Investment Laws or other applicable Laws shall be borne solely by the Purchaser. Subject to Clause 6.3.1, each Party shall bear its own costs (including the cost of any advisers appointed by it) incurred in connection with Applicable Law; provided, that, Acquiror shall in good faith consider all views and input provided by the Companyclearances or any notification to Governmental Authorities.

Consents and Filings; Reasonable Efforts. (a) The Subject to Section 5.3(b), each of the parties will, and the Company shall will cause its Subsidiaries to, use its their respective commercially reasonable efforts (i) to take promptly, or cause to be taken, all actions taken (including actions after the Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, Agreement and (ii) as promptly as practicable after the Agreement Datedate of this Agreement, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental EntitiesAuthorities, and to obtain all other consents consents, waivers, approvals and other authorizations from, and give all other notices to, all other Personsthird parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated by this Agreement, including those listed in Section 2.3(bSections 3.3(b) and Section 6.1(c) of the Company Disclosure LetterSchedule. (b) Subject to Applicable Law relating to Within five Business Days following the sharing execution and delivery of information, each of Acquirorthis Agreement, the Company and the Shareholder shall (i) in compliance Purchaser will each file a Notification and Report Form and related material with the advice Federal Trade Commission and the Antitrust Division of antitrust counselthe United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, furnish each other with copies as amended (the “HSR Act”), will use their respective commercially reasonable efforts to obtain early termination of the applicable waiting period and will make all material documents (exceptfurther filings pursuant thereto that may be necessary, proper or advisable. The Purchaser will cooperate in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, in connection good faith with the Governmental Authorizations Federal Trade Commission and the Antitrust Division of the United States Department of Justice and undertake promptly any and all action reasonably required to complete the transactions contemplated by this Section 5.3Agreement and the Ancillary Agreements; provided, and (ii) use reasonable best efforts however, the foregoing will not be deemed to consult with and keep require the Purchaser to enter into any agreement, consent decree or other party informed as to commitment requiring the status of such matters. Further, no party shall, nor shall it permit Purchaser or any of its Representatives toAffiliates (including for this purpose either the Company or its Subsidiaries) to divest (including through the granting of any license rights) or hold separate any assets or to take any other action that would have a material and adverse effect on the business, unless so requested by such Governmental Entityassets, meet properties, Liabilities, condition (financial or engage in substantive conversations with otherwise), operating results, operations or business prospects of the Purchaser or any Governmental Entity of its Affiliates (including for this purpose either the Company or representative its Subsidiaries). In addition, each of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, the Purchaser and the Company agrees to the extent reasonably practicable, it consults file with the applicable Governmental Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar submissions required under applicable antitrust or competition Laws of jurisdictions outside of the United States of America. The Purchaser will be responsible for any and all filing fees due under or with respect to such HSR Act filings or other party in advance of such meeting or conversation and provides such other party with the opportunity to participate in such meeting or conversationsimilar filings. (c) Notwithstanding Upon the foregoingClosing, Acquiror shall (i) determine the timing Company will make available all original minute books, corporate seals and strategy and be solely responsible for stock ledger records of the final content of any substantive oral or written communications with any applicable Governmental Entities except responses to inquiries made directly Company to the Company or the Shareholder by such Governmental Entities, and (ii) lead all Proceedings and coordinate all activities with respect to seeking any Governmental Authorizations in connection with Applicable Law; provided, that, Acquiror shall in good faith consider all views and input provided by the CompanyPurchaser.

Consents and Filings; Reasonable Efforts. (a) The Company shall Each of the parties will use its their respective commercially reasonable efforts (i) to take promptly, or cause to be taken, all actions (including actions after the Closing)actions, and to do promptly, or cause to be donedone promptly, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, Agreement and (ii) as promptly as practicable after the Agreement Datedate of this Agreement, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental EntitiesAuthorities, and to obtain all other consents consents, waivers, approvals and other authorizations from, and give all other notices to, all other Personsthird parties, that are necessary set forth on Schedule 5.3; provided, however, no Seller shall be obligated to pay any consideration to any third party from whom a consent or advisable in connection with approval is required other than such payments as may otherwise be contractually obligated. (b) As soon as is reasonably practicable following the authorization, execution and delivery of this Agreement and in any event within three (3) business days following the consummation execution and delivery of this Agreement, the Sellers and the Purchaser will each file a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the TransactionsUnited States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), including those listed in Section 2.3(b) and Section 6.1(c) will use their respective commercially reasonable efforts to obtain early termination of the Disclosure Letter. (b) Subject applicable waiting period and will make all further filings pursuant thereto that may be necessary, proper or advisable. The foregoing will not be deemed to Applicable Law relating require the Purchaser to enter into any agreement, consent decree or other commitment requiring the sharing of information, each of Acquiror, the Company and the Shareholder shall (i) in compliance with the advice of antitrust counsel, furnish each other with copies of all material documents (except, in the case of Acquiror’s documents, documents Purchaser or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, in connection with the Governmental Authorizations contemplated by this Section 5.3, and (ii) use reasonable best efforts to consult with and keep the other party informed as to the status of such matters. Further, no party shall, nor shall it permit any of its Representatives toAffiliates to divest (including through the granting of any license rights) or hold separate any assets (including the Purchased Assets) or to take any other action that would have a material adverse effect on the business, unless so requested by such Governmental Entityassets, meet properties, Liabilities, condition (financial or engage otherwise), operating results, operations or business prospects of the Purchaser or any of its Affiliates (including for this purpose, the Purchased Assets, the Assumed Liabilities and the business to be conducted with the Purchased Assets). Notwithstanding anything in substantive conversations with any Governmental Entity or representative of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, this Agreement to the extent reasonably practicablecontrary, it consults with the other party in advance of such meeting or conversation and provides such other party with the opportunity to participate in such meeting or conversation. (c) Notwithstanding the foregoing, Acquiror Purchaser shall (i) determine the timing and strategy and be solely responsible for the final content of any substantive oral or written communications paying all filing fees associated with any applicable Governmental Entities except responses to inquiries made directly to filings under the Company or the Shareholder by such Governmental Entities, and (ii) lead all Proceedings and coordinate all activities with respect to seeking any Governmental Authorizations in connection with Applicable Law; provided, that, Acquiror shall in good faith consider all views and input provided by the CompanyHSR Act.

Consents and Filings; Reasonable Efforts. (a) The Company Seller shall use and shall cause its Affiliates to use commercially reasonable efforts efforts: (i) to take promptly, or cause to be taken, all actions (including actions after the Closing)actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements; (ii) to take promptly, or cause to be taken, all actions to effect any assignments and transfers between Seller to Purchaser, or to assist each other in preparing new applications for, Governmental Authorizations and Registrations used in or related to the Business or any Transferred Asset or required for the ownership or use of any Transferred Asset or the operation of the Business; and (iiiii) as promptly as practicable after the Agreement Datedate of this Agreement, to obtain all Governmental Authorizations and Registrations from, give all notices to, and make all filings with, all Governmental EntitiesAuthorities, and to obtain all other consents Consents, Releases, substitutions or amendments from, and give all other notices to, all other Persons, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactionstransactions hereby and thereby contemplated. The Parties hereby agree and acknowledge that Seller shall be solely responsible and shall pay all reasonable out-of-pocket costs, expenses and payments relating to seeking and obtaining all Consents and Releases, including those listed all consents to the assignment (or at the sole election of Purchaser, a deed of novation in Section 2.3(b) and Section 6.1(cfavor of Purchaser) of the Disclosure LetterContracts set forth in Schedule 7.3(a). The Parties hereby agree and acknowledge that the provisions of this Section 7.3(a) are not applicable to the Sanofi Sub-License Agreements. (b) Subject Seller shall not knowingly enter into any acquisition or other agreement, make any announcements with respect to Applicable Law any transaction or take any other action that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any material Consents of any Governmental Authorities or other Persons which relate to the Business. Seller shall not without the written consent of Purchaser materially amend, waive or otherwise modify any material Contract relating to the sharing of information, each of Acquiror, the Company and the Shareholder shall (i) Business in compliance with the advice of antitrust counsel, furnish each other with copies of all material documents (except, in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of such party for order to obtain any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, Consent required in connection with the Governmental Authorizations transactions contemplated by this Agreement or the Ancillary Agreements. (c) As soon as reasonably practicable following the Effective Date, Seller and Purchaser shall make all necessary filings under the applicable Competition/Investment Laws of the jurisdictions set forth on Schedule 9.1(d) and use their respective commercially reasonable efforts to obtain early termination of the applicable waiting periods and shall make all further filings pursuant thereto that may be necessary, proper or advisable. (d) If, prior to the Closing Date, there is a requirement under the Competition/Investment Laws of India for one Party or both Parties to make a filing with respect to the transactions contemplated by this Agreement, then as soon as reasonably practicable following the effective date of such requirement pursuant to the Competition/Investment Laws of India, Seller and/or Purchaser, as applicable, shall each file or shall jointly file, as required, all necessary documentation with the applicable Governmental Authorities under such Competition/Investment Laws, and the Parties shall use their respective commercially reasonable efforts to obtain early termination of any applicable waiting period and shall make all further filings pursuant thereto that may be necessary, proper or advisable. (e) The provisions of this Section 5.37.3 shall not be deemed to require Purchaser or any of its Affiliates to take any of the following actions: (i) divesting, selling, licensing or otherwise disposing of, or holding separate or agreeing to divest, sell, license or otherwise dispose of, any entities, assets or facilities of the Business or any entity, facility or asset of Purchaser or any of its Affiliates; (ii) terminating, amending or assigning any existing relationships or contractual rights and obligations; or (iii) amending, assigning or terminating any existing licenses or other agreements and entering into new licenses or other agreements. Neither Seller nor any of its Affiliates shall, without Purchaser’s prior written consent, take or commit to take any such actions listed in the foregoing sentence involving the Business. (f) Subject to appropriate confidentiality protections, each Party shall: (i) promptly notify the other Party of any written communication to that Party from any Governmental Authority and, subject to applicable Law, permit the other Party to review in advance any proposed written communication to any such Governmental Authority and shall consult with counsel for the other Party, consider in good faith the views of the other and, if appropriate, incorporate the other Party’s reasonable comments, and (ii) use reasonable best efforts to consult with and keep furnish the other party informed as to the status Party with copies of such matters. Furtherall correspondence, no party shall, nor shall it permit any of its Representatives to, unless so requested by such Governmental Entity, meet or engage in substantive conversations with any Governmental Entity or representative of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, to the extent reasonably practicable, it consults with the other party in advance of such meeting or conversation filings and provides such other party with the opportunity to participate in such meeting or conversation. (c) Notwithstanding the foregoing, Acquiror shall (i) determine the timing and strategy and be solely responsible for the final content of any substantive oral or written communications with any applicable Governmental Entities except responses to inquiries made directly to the Company or the Shareholder by such Governmental Entities, and (ii) lead all Proceedings and coordinate all activities Authority with respect to seeking this Agreement or the transactions contemplated hereby; provided, however, that if Seller or Purchaser believes that any such communication to or from a Governmental Authorizations Authority contains (or in the case of a meeting is likely to involve discussion of) commercially sensitive information that it is unwilling to provide to the other Party, it shall be sufficient for Seller or Purchaser, as the case may be, to provide a copy of such communication (or an opportunity to attend such meeting) to the other Party’s outside counsel. (g) All filing fees under applicable Competition/Investment Laws or other applicable Laws shall be borne by the Party who is responsible for such fees under applicable Competition/Investment Laws or such other applicable Laws. Each Party shall bear its own costs (including the cost of any advisers appointed by it) incurred in connection with Applicable Law; provided, that, Acquiror shall in good faith consider all views and input provided by the Companyclearances or any notification to Governmental Authorities.

Consents and Filings; Reasonable Efforts. (a) The Subject to Section 5.3(b) in the case of the Purchaser, each of the Parties to this Agreement will, and the Seller Parties will, and will cause each Acquired Company shall to, use its their respective commercially reasonable efforts (i) to take promptly, or cause to be taken, all actions taken (including actions after the any Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, Contemplated Transactions and (ii) as promptly as practicable after the Agreement Datedate of this Agreement, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental EntitiesAuthorities, and to obtain all other consents consents, waivers, approvals and other authorizations from, and give all other notices to, all other Personsthird parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions, including those listed in disclosed or required to be disclosed as exceptions to Section 2.3(b3.3(b) on the Seller Disclosure Schedule and Section 4.3(b) on the Purchaser Disclosure Schedule and those set forth on Schedule 6.1(c) and Section 6.1(c) of the Disclosure LetterSchedule 6.2(c). (b) Subject to Applicable Law relating to the sharing of information, each of Acquiror, the Company and the Shareholder The Parties shall (i) in compliance cooperate with the advice of antitrust counsel, furnish each other with copies of all material documents (except, in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, in connection with the Governmental Authorizations contemplated by this Section 5.3, and (ii) use their commercially reasonable best efforts to consult with timely and keep satisfactorily respond to any requests for additional information or objections made by the Mexican Federal Competition Commission (“CoFeCo”) regarding the Contemplated Transactions. The foregoing will not be deemed to require the Purchaser to enter into any agreement, consent decree or other party informed as to commitment requiring the status of such matters. Further, no party shall, nor shall it permit Purchaser or any of its Representatives to, unless so requested by such Governmental Entity, meet or engage in substantive conversations with any Governmental Entity or representative of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, Affiliates to divest (including through the extent reasonably practicable, it consults with the other party in advance of such meeting or conversation and provides such other party with the opportunity to participate in such meeting or conversation. (c) Notwithstanding the foregoing, Acquiror shall (i) determine the timing and strategy and be solely responsible for the final content granting of any substantive oral license rights) or written communications with hold separate any applicable Governmental Entities except responses assets (including any assets of the Acquired Companies) or to inquiries made directly to take any other action that would have a material adverse effect on the Company business, assets, properties, Liabilities, condition (financial or otherwise), operating results, operations or business prospects of the Shareholder by such Governmental EntitiesPurchaser or any of its Affiliates (including for this purpose, and (ii) lead all Proceedings and coordinate all activities with respect to seeking any Governmental Authorizations in connection with Applicable Law; providedthe assets, that, Acquiror shall in good faith consider all views and input provided by the CompanyLiabilities or business of the Acquired Companies).

Consents and Filings; Reasonable Efforts. (a) The Company Subject to the other provisions in this Agreement, each party hereto shall each use its commercially reasonable efforts (i) to take promptlyperform its respective obligations herein and to take, or cause to be taken, all actions (including actions after the Closing), and to do promptlytaken or do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate obtain all regulatory approvals and make effective satisfy all conditions to the transactions contemplated by obligations of the parties under this Agreement and to cause the Transactions to be carried out promptly in accordance with the terms hereof. Without limiting the generality of the foregoing, within five (5) Business Days after the date of this Agreement, the Company and Parent shall each file notifications under the HSR Act in connection with this Agreement and the Merger (iiand make any required filings with any applicable foreign antitrust authorities) and respond as promptly as practicable after to any inquiries received from the Agreement DateFederal Trade Commission, to obtain all the Antitrust Division of the U.S. Department of Justice or any other Governmental Authorizations from, give all notices to, and make all filings with, all Governmental Entities, and to obtain all other consents from, and give all other notices to, all other Persons, that are necessary Authority for additional information or advisable documentation. The fees required in connection with any filing required under the authorization, execution and delivery of this Agreement HSR Act shall be borne equally between Parent and the consummation of Company. Upon the Transactions, including those listed in Section 2.3(b) terms and Section 6.1(c) of the Disclosure Letter. (b) Subject to Applicable Law relating subject to the sharing of informationconditions set forth in this Agreement, each of Acquiror, the Company and the Shareholder shall (i) in compliance with the advice of antitrust counsel, furnish each other with copies of all material documents (except, in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity parties hereto agrees to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, in connection with the Governmental Authorizations contemplated by this Section 5.3, and (ii) use reasonable best efforts to consult take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with and keep the other party informed as parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions and to obtain satisfaction of the conditions precedent to the status consummation of such mattersthe Transactions (but in no event shall a party be required to waive any condition precedent to the Closing), including (a) obtaining all of the necessary actions or nonactions, waivers, consents and approvals from any Governmental Authority and the making of all filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any Governmental Authority, (b) obtaining the necessary consents from third parties, (c) the defending of any Proceedings, whether contemplated hereby, including seeking to have any stay or temporary restraining Governmental Order vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the Transactions, and to fully carry out the purpose of, this Agreement. FurtherThe Company and Parent will supply to each other copies of all correspondence, no party shallfilings or communications, nor shall it permit any of its Representatives toincluding file memoranda evidencing telephonic conferences, unless so requested by such Governmental Entity, meet party or engage in substantive conversations its Affiliates with any Governmental Entity Authority or representative members of such Governmental Entity in connection with obtaining any such Governmental Authorizations unlessits staff, to the extent reasonably practicable, it consults with the other party in advance of such meeting or conversation and provides such other party with the opportunity to participate in such meeting or conversation. (c) Notwithstanding the foregoing, Acquiror shall (i) determine the timing and strategy and be solely responsible for the final content of any substantive oral or written communications with any applicable Governmental Entities except responses to inquiries made directly to the Company or the Shareholder by such Governmental Entities, and (ii) lead all Proceedings and coordinate all activities with respect to seeking any Governmental Authorizations in connection with Applicable Law; providedthe Transactions, that, Acquiror shall in good faith consider all views except for documents filed pursuant to Item 4(c) of the Xxxx-Xxxxx-Xxxxxx Notification and input provided by Report Form or communications regarding the Companysame.

Consents and Filings; Reasonable Efforts. (a) The Purchaser and each of the Founders will, and the Founders will cause each Acquired Company shall to, use its their respective commercially reasonable efforts (i) to take promptly, or cause to be taken, all actions taken (including actions after the Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, Agreement and (ii) as promptly as practicable after the Agreement Datedate of this Agreement, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental EntitiesAuthorities, and to obtain all other consents consents, waivers, approvals and other authorizations from, and give all other notices to, all other Personsthird parties, that are necessary or advisable in connection with the authorization, . (b) Within five business days following the execution and delivery of this Agreement and Agreement, the Purchaser (with the assistance of the Sellers) will submit the necessary filings with all competent antitrust authorities to obtain clearance for the consummation of the Transactions, including those listed in Section 2.3(b) transaction contemplated herein (whereas such filings shall be prepared by Purchaser and Section 6.1(c) provided for review to Sellers. The Purchaser (with the assistance of the Disclosure Letter. (bSellers) Subject will use their respective commercially reasonable efforts to Applicable Law relating obtain early termination of the applicable waiting periods and will make all further filings pursuant thereto that may be necessary, proper or advisable. Only if officially and finally requested by a competent antitrust authorities to do so as a condition to or obligation connected with the sharing granting of information, each clearance for the consummation of Acquirorthe transaction contemplated herein, the Company and the Shareholder shall (i) in compliance with the advice of antitrust counsel, furnish each other with copies of all material documents (except, in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, in connection with the Governmental Authorizations contemplated by this Section 5.3, and (ii) use reasonable best efforts to consult with and keep the other party informed as to the status of such matters. Further, no party Purchaser shall, nor shall it permit at its own cost and expense, enter into such agreement, consent decree or other commitment requiring the Purchaser or any of its Representatives to, unless so requested by such Governmental Entity, meet or engage in substantive conversations with Affiliates (including for this purpose any Governmental Entity or representative of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, the Acquired Companies) to divest (including through the extent reasonably practicable, it consults with the other party in advance of such meeting or conversation and provides such other party with the opportunity to participate in such meeting or conversation. (c) Notwithstanding the foregoing, Acquiror shall (i) determine the timing and strategy and be solely responsible for the final content granting of any substantive oral license rights) or written communications with hold separate any applicable Governmental Entities except responses assets or to inquiries made directly to the Company or the Shareholder by take any other action. Any such Governmental Entities, and (ii) lead all Proceedings and coordinate all activities with respect to seeking any Governmental Authorizations in connection with Applicable Law; provided, that, Acquiror shall in good faith consider all views and input provided request by the Companycompetent antitrust authorities and/or any action required by the Purchaser as per the preceding sentence shall *****.

Consents and Filings; Reasonable Efforts. (a) The Each of the Purchaser, Merger Sub and the Company shall will, and will cause each of its Subsidiaries to, use its commercially reasonable efforts (i) to take promptly, or cause to be taken, all actions (including actions after the Closing), and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, and (ii) as promptly as practicable after the Agreement Datedate of this Agreement, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental EntitiesAuthorities, and to obtain all other consents fromConsents listed on Section 7.1(c) of the Company Disclosure Schedule or Section 7.2(c) of the Purchaser Disclosure Schedule, and give all other notices to, to all other Persons, applicable Persons that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, including those listed in Section 2.3(b) and Section 6.1(c) of the Disclosure Lettertransactions contemplated by this Agreement. (b) Subject to Applicable Law relating to As soon as reasonably practicable and in any event within five Business Days following the sharing execution and delivery of information, each of Acquirorthis Agreement, the Company and the Shareholder shall (i) in compliance Purchaser will each file a Notification and Report Form and related material with the advice Federal Trade Commission and the Antitrust Division of antitrust counsel, furnish each the United States Department of Justice under the HSR Act all pre-merger notification forms required by the merger notification or control laws of other with copies of all material documents (except, in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, in connection with the Governmental Authorizations contemplated by this Section 5.3, and (ii) use reasonable best efforts to consult with and keep the other party informed applicable jurisdictions as to the status of such matters. Further, no party shall, nor shall it permit any of its Representatives to, unless so requested by such Governmental Entity, meet or engage in substantive conversations with any Governmental Entity or representative of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, to the extent soon as reasonably practicable, it consults with but in any event within 10 Business Days following the other party in advance execution and delivery of such meeting or conversation and provides such other party with the opportunity to participate in such meeting or conversationthis Agreement. (c) Notwithstanding The Company and the foregoingPurchaser will use their respective commercially reasonable efforts to obtain early termination, Acquiror shall (i) determine or to otherwise expedite clearance, of all applicable waiting periods and will promptly make any other submissions which are necessary, proper or advisable to consummate and make effective the timing and strategy and be solely responsible for transactions contemplated by this Agreement, including supplying all supplemental information requested by the final content U.S. Department of any substantive oral or written communications with any applicable Governmental Entities except responses to inquiries made directly to the Company Justice or the Shareholder by such Governmental Entities, and (ii) lead all Proceedings and coordinate all activities with respect to seeking any Governmental Authorizations U.S. Federal Trade Commission in connection with Applicable Law; providedthe Notification and Report Form filed pursuant to the HSR Act. (d) The Company and the Purchaser will take all commercially reasonable steps to avoid any suit, thatclaim, Acquiror action, investigation or proceeding by any Governmental Authorities or other persons or entities, and to defend against any suits, claims, actions, investigations or proceedings, whether judicial or administrative, relating to the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed. (e) The foregoing will not be deemed to require the Purchaser or any of its Affiliates to enter into any Contract, consent decree or other commitment requiring the Purchaser or any of its Affiliates (including for this purpose the Acquired Companies) to divest (including through the granting of any license rights) or hold separate any assets or to take any other action that would have an adverse effect on the business, assets, properties, Liabilities, condition (financial or otherwise), operating results, operations or prospects of the Purchaser or any of its Affiliates (including for this purpose the Acquired Companies). Nothing contained in this Agreement shall in good faith consider all views give the Purchaser, directly or indirectly, the right to control or direct the Acquired Companies’ operations prior to the Effective Time. Prior to the Effective Time, the Acquired Companies shall exercise, consistent with the terms of this Agreement, complete control and input provided by the Companysupervision over their respective businesses, assets and operations.

Consents and Filings; Reasonable Efforts. (a) The Company shall and the Sellers will, and will cause each Acquired Company to, use its commercially reasonable best commercial efforts (i) to take promptly, or cause to be taken, all actions taken (including actions after the Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, Agreement and (ii) as promptly as practicable after the Agreement Effective Date, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental EntitiesAuthorities, and to obtain all other consents Consents from, and give all other notices to, all other Persons, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated by this Agreement, including those listed in Section 2.3(b) and Section 6.1(c3.3(b) of the Seller Disclosure LetterSchedule. (b) Subject to Applicable Law relating the other terms and conditions herein provided and without limiting the foregoing: (i) the Sellers and the Purchaser shall (and shall cause their respective Subsidiaries to) (A) use their commercially reasonable efforts to cooperate with one another in (1) determining which filings are required (or considered by the sharing parties to be advisable) under any antitrust or merger control Laws, and (2) to make their respective filings under applicable antitrust or merger control Laws promptly and in a timely manner after the Effective Date; provided that any such antitrust or other merger control filings shall be made within 30 days following the Effective Date unless legally required to be filed earlier and (B) promptly notify each other of information, each of Acquiror, any material communication concerning this Agreement and the transactions contemplated hereunder with respect thereto; and (ii) the Company and the Shareholder shall (i) in compliance Sellers will, and will cause each Acquired Company to, fully cooperate with the advice of antitrust counsel, furnish each other with copies of Purchaser to obtain all material documents (except, in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence Governmental Authorizations under Section 6.1(a). If (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, in connection with the Governmental Authorizations contemplated by this Section 5.3, and (ii) use reasonable best efforts to consult with and keep the other party informed as to the status of such matters. Further, no party shall, nor shall it permit any of its Representatives to, unless so requested by such Governmental Entity, meet or engage in substantive conversations with any Governmental Entity or representative of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, require changes to the extent reasonably practicableBusiness or any of its Contracts and such changes must be made on or before Closing, and (B) the Purchaser considers such requests satisfactory and requests that such changes be made, the Purchaser may request such changes be made. Thereafter, if the Purchaser provides the Sellers assurances that it consults will irrevocably proceed to Closing (waiving its right to invoke any of the causes listed in Section 7.1(a) through (g) for termination), the Acquired Companies shall make the changes or take such actions requested by the Purchaser and that are within the Acquired Companies’ or Sellers’ control, at the Purchaser’s sole cost and expense. The Purchaser shall be responsible for seeking the Governmental Authorizations under Section 6.1(a) and shall use its reasonable commercial efforts to obtain such Governmental Authorizations and to take all reasonable steps necessary for that purpose (including making appropriate submissions, notifications and filings), but shall not be obligated to commence any legal proceedings to obtain such Governmental Authorization. The Purchaser shall, on reasonable request by the Seller Representative, provide the Seller Representative with a summary of the other party in advance progress of such meeting or conversation matter and, in any event, shall inform the Seller Representative regarding the terms and provides conditions of any decisions made by any Governmental Authority regarding the Governmental Authorizations under Section 6.1(a). (iii) To the extent any Governmental Authorizations require any amendments to the Agreement, the parties shall conduct good faith negotiations to mutually agree to any such other party with the opportunity to participate in such meeting or conversationamendments. (c) Notwithstanding the foregoing, Acquiror shall (i) determine the timing and strategy and be solely responsible for the final content of any substantive oral or written communications with any applicable Governmental Entities except responses to inquiries made directly to the Company or the Shareholder by such Governmental Entities, and (ii) lead all Proceedings and coordinate all activities with With respect to seeking any Governmental Authorizations matter under Section 5.3(b), each of the Sellers and the Purchaser shall promptly furnish the other party with such necessary information and reasonable assistance as such other party may reasonably request in connection with Applicable Law; providedpreparation of filings, thatregistrations or submissions of information to any Governmental Authority. (d) On or before the Closing Date, Acquiror shall the Company will be in good faith consider sole possession and control of all views original minute books, corporate seals and input provided by stock or equity ownership records of the CompanyAcquired Companies.

Consents and Filings; Reasonable Efforts. (a) The Company shall Subject to the terms and conditions provided in this Section 5.2, each of the Seller and Purchaser will use its commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions (including actions after the Closing), and to do promptlydo, or cause to be done, all things necessary, proper or advisable necessary to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including to: (i) obtain all necessary waivers, consents and approvals from other parties to material Contracts to which they may be parties; (ii) obtain all Governmental Authorizations that are required to be obtained under any Law; (iii) lift or rescind any injunction, restraining order or other Judgment adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; (iv) effect all necessary registrations and filings including filings and submissions of information requested or required by any Governmental Authority, including any national antitrust authorities with mandatory pre-sale filing requirements that are deemed by the Seller and the Purchaser, after consulting with one another, to be applicable to the transactions contemplated by this Agreement (“Governmental Antitrust Authority”); and (v) fulfill all conditions to this Agreement. The Seller and Purchaser further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other Judgment or Law that would adversely affect the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement, and (ii) to use commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as promptly as practicable after the Agreement Date, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental Entities, and to obtain all other consents from, and give all other notices to, all other Persons, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, including those listed in Section 2.3(b) and Section 6.1(c) of the Disclosure Lettercase may be. (b) Subject to Applicable Law The Seller and the Purchaser will keep each other apprised of the status of matters relating to the sharing completion of informationthe transactions contemplated by this Agreement and work cooperatively in connection with obtaining the requisite Governmental Authorizations, each of Acquiror, the Company and the Shareholder shall including: (i) in compliance cooperating with the advice of antitrust counselother party in connection with filings under any antitrust, furnish each other competition or trade regulatory Laws (“Antitrust Laws”), including, with respect to the party making a filing, (A) providing copies of all material such documents to the non-filing party and its advisors prior to filing (except, in other than documents containing confidential business information that will be shared only with outside legal counsel to the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or givennon-filing party) and material correspondence (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by if requested, accepting all reasonable additions, deletions or on behalf of changes suggested in connection with any such party from filing; (ii) furnishing to each other all information required for any Governmental Entity, in each case, application or other filing to be made pursuant to any Antitrust Laws in connection with the Governmental Authorizations transactions contemplated by this Section 5.3Agreement; (iii) promptly notifying the other of, and if in writing furnishing the other with copies of, any communications from or with any Governmental Antitrust Authority with respect to the transactions contemplated by this Agreement; (iiiv) use reasonable best efforts to consult with and keep permitting the other party informed as to review in advance and considering in good faith the status views of such matters. Further, no party shall, nor shall it permit one another in connection with any of its Representatives to, unless so requested by such Governmental Entity, meet or engage in substantive conversations proposed communication with any Governmental Entity or representative of such Governmental Entity Antitrust Authority in connection with obtaining Proceedings under or relating to any such Antitrust Laws; (v) not agreeing to participate in any meeting or discussion with any Governmental Authorizations unless, Antitrust Authority in connection with Proceedings under or relating to the extent reasonably practicable, any Antitrust Laws unless it consults with the other party in advance of advance, and, to the extent permitted by such meeting or conversation and provides such Governmental Antitrust Authority, gives the other party with the opportunity to attend and participate in such meeting meetings or conversation. discussions; and (cvi) Notwithstanding the foregoing, Acquiror shall (i) determine the timing consulting and strategy and be solely responsible for the final content of any substantive oral or written communications cooperating with one another in connection with any applicable Governmental Entities except responses analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either party to inquiries made directly this Agreement in connection with Proceedings under or relating to the Company any Antitrust Laws. If either party or the Shareholder by any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entities, and (ii) lead all Proceedings and coordinate all activities Antitrust Authority with respect to seeking the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request. The Purchaser will advise the Seller promptly in respect of any understandings, undertakings or agreements (oral or written) which the Purchaser proposes to make or enter into with any Governmental Authorizations Antitrust Authority in connection with Applicable Law; provided, that, Acquiror shall in good faith consider all views and input provided the transactions contemplated by the Companythis Agreement.

Consents and Filings; Reasonable Efforts. (a) The Company shall Subject to Section 5.3(b) in the case of the Purchaser, each of the parties will use its their respective commercially reasonable efforts (i) to take promptly, or cause to be taken, all actions taken (including actions after the Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, Agreement and (ii) as promptly as practicable after the Agreement Datedate of this Agreement, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental EntitiesAuthorities, and to obtain all other consents consents, waivers, approvals and other authorizations from, and give all other notices to, all other Personsthird parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated by this Agreement, including those listed in disclosed or required to be disclosed as exceptions to Section 2.3(b3.3(b) on the Seller Disclosure Schedule and Section 4.3 on the Purchaser Disclosure Schedule and those set forth on Schedule 6.1(c) and Section 6.1(c) of the Disclosure LetterSchedule 6.2(c). (b) Subject to Applicable Law relating to Within five business days following the sharing execution and delivery of informationthis Agreement, each of Acquirorat the Purchaser’s sole cost and expense, the Company Sellers and the Shareholder shall (i) in compliance Purchaser will each file a Notification and Report Form and related material with the advice Federal Trade Commission and the Antitrust Division of antitrust counselthe United States Department of Justice under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), furnish each other with copies of all material documents (except, in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, in connection with the Governmental Authorizations contemplated by this Section 5.3, and (ii) will use their respective commercially reasonable best efforts to consult with obtain early termination of the applicable waiting period and keep will make all further filings pursuant thereto that may be necessary, proper or advisable. The foregoing will not be deemed to require the Purchaser to enter into any agreement, consent decree or other party informed as to commitment requiring the status of such matters. Further, no party shall, nor shall it permit Purchaser or any of its Representatives to, unless so requested by such Governmental Entity, meet or engage in substantive conversations with any Governmental Entity or representative of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, Affiliates to divest (including through the extent reasonably practicable, it consults with the other party in advance of such meeting or conversation and provides such other party with the opportunity to participate in such meeting or conversation. (c) Notwithstanding the foregoing, Acquiror shall (i) determine the timing and strategy and be solely responsible for the final content granting of any substantive oral license rights) or written communications with hold separate any applicable Governmental Entities except responses assets (including the Purchased Assets) or to inquiries made directly to the Company or the Shareholder by such Governmental Entities, and (ii) lead all Proceedings and coordinate all activities with respect to seeking take any Governmental Authorizations in connection with Applicable Law; provided, that, Acquiror shall in good faith consider all views and input provided by the Companyother action that would have a Material Adverse Effect.