Common use of Consents and Filings Clause in Contracts

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the parties will use their respective commercially reasonable efforts (i) to take promptly, or cause to be taken, 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 and (ii) as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the The parties will use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective in the most expeditious manner possible the transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate such transactions, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Authority, and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and (ii) as promptly as practicable after to fully carry out the date purposes of this Agreement, to obtain all Governmental Authorizations . (including Environmental Authorizationsb) from, As soon as reasonably practicable and make all filings with, all Governmental Authorities in any event within 45 days (including any other national antitrust authorities with mandatory pre-merger filing requirements that are deemed by or such longer period as the Seller and parties may mutually agree) following the Purchaser, after consulting with one another, to be applicable to the transactions contemplated by this Agreement (each “Governmental Antitrust Authority”)), and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement Agreement, the Company and the Purchaser will each file a Notification and Report Form and related material with the FTC and the Antitrust Division of the Department of Justice under the HSR Act. As soon as reasonably practicable and in any event within 45 days (or such longer period as the parties may mutually agree) following the execution and delivery of this Agreement, the Company and the Purchaser will effect all other necessary notifications, or registrations to obtain the other Required Antitrust Approvals. The parties will each use its respective reasonable best efforts, and will cooperate with each other, to obtain the Required Antitrust Approvals, to respond to any requests of Governmental Authority for information under any Antitrust Law and to contest and resist any Action, including any legislative, administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement. (b) The Seller and the Purchaser agree to file with the applicable Governmental Agreement under any Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of GermanyLaw. Notwithstanding the foregoingforegoing or any other provision in this Agreement to the contrary, none of the Company, the Purchaser Purchaser, Parent or any of their respective Affiliates will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws obligated in connection with the filings described above and neither transactions contemplated by this Agreement to enter into any agreement, consent decree or other commitment requiring the Seller nor divestiture (including through the granting of any license rights) or holding separate of any assets or subject itself to any restriction on the operation of its Affiliates will have or its Subsidiaries’ businesses, or to commence, pursue or defend any Liability with respect litigation, and none of the Company, Parent or the Purchaser shall accept or agree to any such agreement, consent decree, commitment or restrictions without the payment prior written consent of such filing feesthe other parties. (c) The Seller In furtherance of the foregoing, the parties to this Agreement will cooperate with each other in connection with the making of all such filings and use reasonable best efforts to (i) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Purchaser will promptly notify transactions contemplated by this Agreement, (ii) keep the other party informed in all material respects of any material communication it received by such party from, or any of its Affiliates receives from given by such party to, any Governmental Antitrust Authority and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement, (iii) consult with the other party prior to taking a position, and will permit the other party parties to review and discuss in advance advance, and consider in good faith the views of the other in connection with any proposed communication by such party analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Antitrust Authority. Neither Authority by or on behalf of either party will agree to participate in any meeting connection with any Governmental Antitrust Authority investigations or proceedings related solely to this Agreement or the transactions contemplated by this Agreement or given in respect of connection with any filingsproceeding by a private party, investigation or other inquiry unless it consults and (iv) consult with the other party in advance andof any meeting or conference with, any Governmental Authority relating to the extent permitted transactions contemplated by such Governmental Antitrust Authoritythis Agreement or in connection with any proceeding by a private party relating thereto, gives and give the other party the opportunity to attend and participate at in such meetingmeetings and conferences (unless prohibited by such Governmental Authority). The Seller Notwithstanding the foregoing, the Company, the Purchaser and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.3(c) as “Counsel Only Material.” Such materials and the information contained therein will be given only to the outside counsel of the recipient and will not be disclosed by outside counsel to employees, officers, directors or consultants of the recipient or any of its Affiliates unless express permission is obtained in advance from the source of the materials (the Company or the Purchaser or Parent, as the case may be) or its legal counsel. Each of the Company, the Purchaser and Parent will coordinate and cooperate fully cause its respective outside counsels to comply with each other this Section 8.3(c). Notwithstanding anything to the contrary in exchanging such information and providing such assistance as this Section 8.3(c) materials provided to the other party or its counsel may reasonably request in connection with be redacted to remove references concerning the foregoing valuation of the Company, privileged communications and in seeking early termination competitively sensitive information. (d) The Company and NewCo will use reasonable best efforts to cause the shares of any applicable waiting periods NewCo Common Stock, including under the HSR Act. The Seller and the Purchaser will provide each other with copies of all correspondenceShares, filings or communications between them or any of their representatives, to be approved for listing on the one handNasdaq Global Select Market, and any Governmental Antitrust Authority or members subject only to official notice of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementissuance.

Consents and Filings. ‌ (a) Subject to Section 2.08 and Section 5.01, Buyer shall be responsible for obtaining all necessary consents, other than the terms Cincinnati Voter Approval, for the transfer of any Acquired Asset and conditions shall complete all required regulatory filings, including making filings with the STB to obtain the STB Order. Subject to Section 5.01 and to the extent permitted by law, Seller shall undertake all reasonable efforts to facilitate the Cincinnati Voter Approval, provided that the Parties acknowledge that the conduct of elections and the content of ballots associated with Cincinnati Voter Approval is solely within the authority of the Hamilton County Board of Elections and is dictated by the State Law Change. At the expense and upon the written request of Buyer, Seller shall use its reasonable best efforts to assist Xxxxx to obtain as soon as practicable after execution hereof, and prior to Closing, all licenses, permits, consents, waivers, approvals, authorizations, qualifications and orders of Governmental Authorities relating to the Acquired Assets as may be required in order to enable Buyer, CNOTP and Seller to perform their respective obligations under this Agreement, and except each of the agreements and instruments called for hereunder, including required or desired approvals, exemptions or actions, if any, by the STB with respect to approval by the Bankruptcy Court, each Seller's sale and Buyer's purchase of the parties will use their respective commercially reasonable efforts Acquired Assets, including (i) to take promptlyassisting Buyer in the preparation and filing of all applications, or cause forms, registrations and notices required to be takenfiled to consummate the transactions contemplated by this Agreement, all actions(ii) cooperating with Buyer in its efforts to obtain any consent or approval of any third party, and to do promptlyincluding any Governmental Authority, or cause required to be done, all things necessary, proper obtained or advisable to consummate and make effective made by Buyer or Seller in connection with the transactions contemplated by this Agreement and (iiiii) as promptly as practicable after the date execution and delivery of this Agreement, any additional instruments necessary to obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger filing requirements that are deemed by the Seller and the Purchaser, after consulting with one another, to be applicable to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Except as mutually agreed by the Parties, Buyer shall make all required filings and notices no later than thirty (each “30) days after the date of the State Law Change. The Parties acknowledge the initial filing was made with the STB on May 1, 2023. Buyer and Seller shall cooperate and use their reasonable best efforts to respond as promptly as practicable to all inquiries received from the STB or other Governmental Antitrust Authority”Authorities for initial or additional information or documentation. The Parties will provide one another with an opportunity to review and comment upon one another's proposed filings, and all such filings shall be subject to the approval of both Parties (such approval not to be unreasonably withheld, conditioned or delayed). (b) Without limiting the generality of subsection (a) above, (i) Buyer shall use commercially reasonable efforts to eliminate any objections or concerns asserted with respect to the transactions contemplated hereby by any Governmental Authority with jurisdiction over the enforcement of any laws applicable to Buyer's acquisition of the Acquired Assets so as to enable the Parties to consummate the transactions contemplated hereby as soon as reasonably practicable and prior to the time at which a Party may terminate this Agreement pursuant to Section 12.05(a), Section 12,05(b), Section 12.05(d) and Section 12.05(e), including but not limited to: entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to obtain or challenging judicial or administrative orders; (ii) Buyer shall take promptly take all other consents, waivers, approvals actions and other authorizations from, do all other third parties, things reasonably necessary and proper to avoid or eliminate each and every impediment under any law that are necessary may be asserted by any Governmental Authority or advisable in connection with the authorization, execution and delivery of this Agreement and any other party to the consummation of the transactions contemplated by this Agreement. (b) The Seller and at the Purchaser agree to file Closing in accordance with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date terms of this Agreement, ; (iii) Seller shall provide reasonable assistance to and cooperate with Buyer in the efforts contemplated by this Section 5.09(b); and (iv) Buyer shall reimburse Seller for any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act out-of-pocket costs and any non-US applicable Laws expenses Seller incurs in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing feesthose efforts. (c) The If a Cincinnati Voter Rejection occurs and this Agreement is not terminated pursuant to Section 12.05(f), Buyer, Seller and CNOTP shall cooperate to obtain further enabling legislation from the Purchaser will promptly notify State of Ohio and approval by the other voters of any communication it or any the City of its Affiliates receives from any Governmental Antitrust Authority relating to Cincinnati as required by law for the transactions contemplated hereby on terms originally envisioned for obtaining the State Law Change and Cincinnati Voter Approval contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Original Agreement.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will Parties shall use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (iii) as promptly as practicable (and, with respect to the HSR Act, in no event later than 15 days after the date hereof and, with respect to a Form CO filing under the EC Merger Regulation, submission of this Agreement, to obtain a draft Form CO that is as complete as reasonably practicable within 60 days after the date hereof) make all Governmental Authorizations (including Environmental Authorizations) fromnecessary filings, and thereafter make all filings withany other required submissions, all with respect to this Agreement required under any applicable Antitrust Laws and (ii) obtain from Governmental Authorities (including any and other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain Persons all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders (“Consents”) as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. The Buyer shall pay all filing fees and other charges for the filing under any applicable Antitrust Law by the Parties hereto. (b) The Seller and Notwithstanding anything in this Agreement to the Purchaser agree contrary, nothing in this Agreement shall require, or be construed to file with require the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings Buyer or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates to (and the Seller shall not and shall cause the Companies and each of their Subsidiaries not to, without the prior written consent of the Buyer, which consent may be withheld for any reason), in connection with obtaining any Consent under any Antitrust Law (i) litigate with or otherwise participate in any Action with any Governmental Authority in connection with obtaining any Consent pursuant to this Agreement or (ii) effect or agree to (A) any sale, license, divestiture or other disposition or holding separate (through establishment of a trust or otherwise) of any capital stock, businesses, assets (tangible or intangible), properties or other interests of the Buyer, the TS Business, the Companies or any of their respective Affiliates, (B) the imposition of any limitation, restriction or condition on the ability of the Buyer, the TS Business, the Companies or any of their respective Affiliates to conduct their respective businesses or own, acquire, hold or exercise full rights of ownership of any capital stock, businesses, assets (tangible or intangible), properties or other interests of the Buyer, the TS Business, the Companies or any of their respective Affiliates, or (C) any material modification or waiver of the terms and conditions of this Agreement (clauses (A), (B) and (C) collectively, “Antitrust Actions”); unless such Antitrust Action (x) is conditioned upon and becomes effective only from and after the Closing and (y) would result in, individually and in the aggregate with all other Antitrust Actions, a reduction in expected gross revenues of the Buyer and its Subsidiaries (post-Closing) not in excess of $350,000,000 (any such Antitrust Action that the Buyer is not required to effect or agree to pursuant to this sentence, a “Burdensome Condition”). Buyer shall only be required to take or permit any Antitrust Action that is conditioned upon and becomes effective only from and after the Closing. Without limiting the foregoing, in no event will have the Seller (and the Seller will not permit any Liability with respect of its Subsidiaries to) propose, negotiate, effect or agree to any such actions without the payment prior written consent of such filing feesthe Buyer. (c) The Seller Except as prohibited by applicable Law or Order and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating subject to the transactions contemplated by this Confidentiality Agreement, and the Parties will permit the other party use reasonable best efforts to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under any applicable Antitrust Law, including under the HSR Act. The Seller Each of the Buyer and the Purchaser Seller shall use its reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the foregoing or pursuant to any applicable Antitrust Law. Subject to the Confidentiality Agreement, the 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (d) Each Party shall notify the other Party on a reasonably timely basis 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 shall to the extent reasonably practicable permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority. To the extent reasonably practicable, no Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Notwithstanding anything to the contrary herein, the Buyer shall control and lead the communications and strategy relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority or other third-party necessary, proper or advisable to consummate the transactions contemplated hereby or to any litigation arising therefrom; provided, however, that the Buyer shall consult in advance with the Seller and in good faith take the Seller’s views into account regarding the overall strategic direction of any such approval process, as applicable, and consult with the Seller prior to making, and provide the Seller with the opportunity to make comments on (which comments will be considered by the Buyer in good faith), any filings, motions or other material communications or entering into any negotiations concerning such approvals, as applicable. (e) Each of the Buyer and the Seller shall, and the Seller shall cause the Companies and their Subsidiaries to, use reasonable best efforts to give all notices to, and obtain all Consents from, all Persons required pursuant to any TS Contract (including any Material Contract) and any Permit of the Companies or any of their Subsidiaries, and the Buyer shall bear any reasonable costs and expenses payable to any Person (other than the Seller or any of its Affiliates) in connection with obtaining any such Consents. Certain Consents and waivers with respect to the transactions contemplated by this AgreementAgreement may be required from parties to Contracts to which the Seller, the Companies or any of the Companies’ Subsidiaries is a party that have not been and may not be obtained. Assuming the Seller complies with its obligations pursuant to this Section 5.7, the Seller shall not have any liability to the Buyer arising out of or relating to the failure to obtain any Consents or waivers that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any Contract as a result thereof, and no such failure or termination shall result in the failure of any condition set forth in Article VI. (f) The Seller shall, with respect to each Subsidiary of the Seller with a facility security clearance, use reasonable best efforts to provide such notices to, or procure such Consents from, the Defense Security Service as is required under applicable Law. The Buyer shall cooperate with the Seller in connection with the Seller’s obligations under this Section 5.7(f).

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the The parties will shall use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) as promptly as practicable after the date of this Agreementpracticable, including to (a) obtain from Governmental Entities and other Persons all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waiversclearances, approvals approvals, authorizations, qualifications and other authorizations from, orders and give all other third parties, that notices as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this Agreement. , and (b) The Seller promptly make all necessary filings, and the Purchaser agree thereafter make any other required submissions, with respect to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions Agreement required under applicable antitrust or other competition Laws law, including, in the case of jurisdictions outside Xxxxxxx and the Company, make the necessary filings under the HSR Act within 10 Business Days after the date hereof. In furtherance and not in limitation of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will parties shall (i) use their respective reasonable best efforts to take or cause to be solely responsible for taken all filing fees due other actions necessary, proper or advisable to cause the expiration or termination of the waiting period applicable to the Merger under the HSR Act as promptly as reasonably practicable and in any non-US applicable Laws in connection with event no later than the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. Outside Date, (cii) The Seller and the Purchaser will promptly notify the other parties of any communication it or concerning this Agreement and any of its Affiliates receives the transactions contemplated hereby from any Governmental Antitrust Authority relating Entity and consider in good faith the views of the other parties and keep the other parties reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other parties with any written notices or other communications received from, or given to, the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”); and will (iii) permit the other party parties to review in advance draft form any proposed communication to be submitted by such party it to any Governmental Antitrust Authority. Neither party will agree the FTC or the DOJ, with reasonable time and opportunity to participate in any meeting comment, give reasonable consideration to the other party’s comments thereon, and consult with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by such Governmental Antitrust Authoritythe FTC or the DOJ, gives not agree to participate in any meeting or substantive discussion (including any discussion relating to the other party antitrust merits, any potential remedies, commitments or undertakings, the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination timing of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser will provide each other with copies of all correspondencewaivers, filings consents, approvals, permits, orders or communications between them or any of their representatives, on the one handauthorizations, and any Governmental Antitrust Authority agreement regarding the timing of consummation of the Merger) 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 shall prevent any party from responding to or complying with a subpoena or other legal process required by this Agreementlaw or submitting factual information in response to a request therefor.

Consents and Filings. (a) Subject to the terms The Seller and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the parties will Purchaser shall use their respective all commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Related Agreements as promptly as practicable after the date of this Agreementpracticable, including to (i) obtain from Governmental Bodies and other Persons all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Related Agreements. In furtherance and not in limitation of the foregoing, the Seller shall permit Purchaser to reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without Purchaser’s written consent. The cost of the HSR filing fees for both parties’ filings shall be paid by Purchaser at the time of submission; provided, that fifty percent (50%) of such fees shall be included in Closing Date Expenses. (b) The Seller shall, or shall cause the Company and the Other Seller Subsidiaries to, give promptly such notice to third parties and obtain such third party consents and estoppel certificates as Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings may in its sole discretion deem necessary or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws desirable in connection with the filings described above transactions contemplated by this Agreement and neither the Related Agreements. Purchaser shall cooperate with and assist the Seller nor in giving such notices and obtaining such consents and estoppel certificates; provided, however, that Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that Purchaser in its sole discretion may deem adverse to the interests of Purchaser or the Company or any of its Affiliates will have any Liability with respect to the payment of such filing feesOther Seller Subsidiaries. (c) The Seller and Purchaser agree that, in the Purchaser will promptly notify event that any consent, approval or authorization necessary or desirable to preserve for the other of any communication it Company or any of its Affiliates receives from the Other Seller Subsidiaries any Governmental Antitrust Authority relating right or benefit under any lease, license, commitment or other Contract to which the Company or any of the Other Seller Subsidiaries is a party is not obtained prior to the transactions contemplated Closing, the Seller will, subsequent to the Closing, cooperate with Purchaser, the Company or any such Other Seller Subsidiaries in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. (d) Notwithstanding anything herein to the contrary, Purchaser shall not be required by this Agreement, and will permit the other party Section 5.18 to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will take or agree to participate in undertake any meeting with action, including entering into any Governmental Antitrust Authority in respect consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any filingsassets of Purchaser, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser will provide each other with copies of all correspondence, filings or communications between them Company or any of their representativesrespective Affiliates, on the one hand, and any Governmental Antitrust Authority or members (B) limit Purchaser’s freedom of its staff, on the other hand, action with respect to, or its ability to this Agreement consolidate and control, the Company and the transactions contemplated by this AgreementOther Seller Subsidiaries or any of their assets or businesses or any of Purchaser’s or its Affiliates’ other assets or businesses or (C) limit Purchaser’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Interests.

Consents and Filings. (a) Subject to the terms and conditions set forth in this Agreement, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Antitrust Laws to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable, including: (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from any Governmental Entity and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain any such consent, decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period by or from, or to avoid an action or proceeding by, any Governmental Entity in connection with any Antitrust Law, (ii) the obtaining of all necessary Consents, and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Prior to the Closing, Seller shall use commercially reasonable efforts to obtain the Consents set forth on Section 5.6(b) of the Disclosure Schedules. (c) In furtherance and not in limitation of the foregoing, each of Seller and Purchaser agree to promptly take, and cause their respective Affiliates to take, all actions and steps reasonably requested or required by any Governmental Entity as a condition to granting any consent, permit, authorization, waiver, clearance or approval, and to cause the prompt expiration or termination of any applicable waiting period and to resolve objections, if any, of the FTC or DOJ, or other Governmental Entities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are sought with respect to the transactions contemplated by this Agreement, so as to obtain such consents, permits, authorizations, waivers, clearances, approvals or termination of the waiting period under the HSR Act or other Antitrust Laws, and to avoid the commencement of a lawsuit by the FTC, the DOJ or other Governmental Entities under Antitrust Laws, and to avoid the entry of, or to effect the dissolution of, any order in any Legal Proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date; provided, that neither Seller nor Purchaser shall be required to do any of the following: (i) negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, lease, license, divestiture or disposition of any assets, rights, product lines, or businesses of Purchaser or Seller or any of their respective subsidiaries, (ii) terminating existing relationships, contractual rights or obligations of Purchaser or Seller or any of their respective subsidiaries, (iii) terminating any venture or other arrangement, (iv) creating any relationship, contractual rights or obligations of Purchaser or Seller or any of their respective subsidiaries, (v) effectuating any other change or restructuring of Purchaser or Seller or any of their respective subsidiaries, and (vi) otherwise taking or committing to take any actions with respect to the businesses, product lines or assets of Purchaser or Seller or any of their respective subsidiaries. The Parties shall defend through litigation on the merits any claim asserted in court by any party, including any Governmental Entity, under Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that could restrain, delay, or prevent the Closing by the End Date. (d) Subject to the terms and conditions of this Agreement, each of the Parties hereto shall (and except shall cause their respective Affiliates, if applicable, to) promptly, but in no event later than 10 Business Days after the date hereof (or such later date as may be agreed in writing between antitrust counsel for each Party), make an appropriate filing of all notification and report forms as required by the HSR Act with respect to approval the transactions contemplated by this Agreement; (e) Without limiting the Bankruptcy Courtgenerality of anything contained in this Section 5.6, during the pre-Closing period, each of the parties will Party hereto shall use their respective commercially its reasonable best efforts to (i) cooperate in all respects and consult with each other in connection with any filing or submission in connection with any investigation or other inquiry, including allowing the other Party to take promptlyhave a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) give the other Parties prompt notice of the making or cause commencement of any request, inquiry, investigation or Legal Proceeding brought by a Governmental Entity or brought by a third party before any Governmental Entity, in each case, with respect to the transactions contemplated by this Agreement, (iii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, (iv) promptly inform the other Parties of any communication to or from the FTC, DOJ or any other Governmental Entity in connection with any such request, inquiry, investigation or Legal Proceeding, (v) promptly furnish to the other Party, subject to an appropriate confidentiality agreement to limit disclosure to outside counsel and consultants retained by such counsel, with copies of document, communications or materials provided to or received from any Governmental Entity in connection with any such request, inquiry, investigation, action or Legal Proceeding (documents provided pursuant to this Section 5.6 may be takenredacted (A) as necessary to comply with contractual arrangements, all actions(B) as necessary to address privilege concerns and (C) to remove references concerning the valuation of the Specified Business or Purchased Assets), (vi) subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants retained by such counsel, and to do promptlythe extent reasonably practicable, consult in advance and cooperate with the other Parties and consider in good faith the views of the other Parties in connection with any substantive communication, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal to be made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding and (vii) except as may be prohibited by any Governmental Entity or by applicable Law, in connection with any such request, inquiry, investigation or Legal Proceeding in respect of the transactions contemplated by this Agreement, each Party shall provide advance notice of and permit authorized Representatives of the other Party to be present at each meeting or conference relating to such request, inquiry, investigation or Legal Proceeding and to have access to and be consulted in advance in connection with any argument, opinion or proposal to be made or submitted to any Governmental Entity in connection with such request, inquiry, investigation or Legal Proceeding. Each Party shall supply as promptly as practicable such information, documentation, other material or testimony that may be reasonably requested by any Governmental Entity, including by complying at the earliest reasonably practicable date with any reasonable request for additional information, documents or other materials received by any Party or any of their respective subsidiaries from any Governmental Entity in connection with such applications or filings for the transactions contemplated by this Agreement. Purchaser shall pay all filing fees under the HSR Act and for any filings required under foreign Antitrust Laws, but Seller shall bear its own costs for the preparation of any such filings. Neither Party shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act, or cause pull and refile under the HSR Act, or other applicable Antitrust Laws, without the prior written consent of the other Party. (f) Purchaser shall not, before the Closing, acquire or enter into any agreement to acquire, or announce any acquisition of any company, business or assets, that competes with or may compete with the Specified Business, without the prior written approval of Seller. Purchaser further agrees that it shall not, and shall not permit any of its Affiliates to, directly or indirectly, acquire or agree to acquire any assets, business or any Person, whether by merger, consolidation, license, purchasing a substantial portion of the assets of or equity in any Person or by any other manner or engage in any other transaction or take any other action, if the entering into of an agreement relating to or the consummation of such acquisition, merger, consolidation or purchase or other transaction or action would reasonably be doneexpected to (i) impose a material delay in the expiration or termination of any applicable waiting period or impose any material delay in the obtaining of, all things necessaryor materially increase the risk of not obtaining, proper any authorization, consent, clearance, approval or advisable order of a Governmental Entity necessary to consummate the transactions contemplated by this Agreement, including any approvals and make effective termination or expiration of waiting periods pursuant to the HSR Act or any other Antitrust Law or other applicable Law, (ii) materially increase the risk of any Governmental Entity entering, or materially increase the risk of not being able to remove or successfully challenge, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement and or (iiiii) as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary otherwise materially delay or advisable in connection with the authorization, execution and delivery of this Agreement and impede the consummation of the transactions contemplated by this Agreement. (bg) The Seller shall (i) retain Seller’s auditors (at Purchaser’s expense) to provide Purchaser with the financial statements of Seller and its subsidiaries that are required to satisfy Purchaser’s reporting obligations under applicable federal securities Laws (collectively, the “Required Financial Statements”) , including financial statements that are required for Purchaser agree to file with prepare an audited consolidated balance sheet, statement of income, statement of cash flows and statement of stockholders’ equity, and any additional disclosures required by Regulation S-X under the applicable Governmental Antitrust AuthoritySecurities Act of 1933, as soon amended (“Regulation S-X”), of the Specified Business, in compliance with Regulation S-X, as reasonably practicable following of and for the date fiscal year ended each of this AgreementDecember 31, 2021 and December 31, 2022 and an unaudited consolidated balance sheet, statement of income, statement of cash flows and statement of stockholders’ equity, and any additional disclosures required by Regulation S-X of the Specified Business, in compliance with Regulation S-X, for each of the stub periods so required, and (ii) use its reasonable best efforts to cause such auditors to consent to the inclusion of such Required Financial Statements in Purchaser’s filings or similar information submissions where required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of Americafederal securities Laws, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act by providing such auditors with a reasonable and any non-US applicable Laws customary representation letter in connection with therewith, in the filings described above case of each of (i) and neither the Seller nor any of its Affiliates will have any Liability (ii) only with respect to the payment of such filing feestime periods and deliverables set out in the illustrative schedule on Schedule 5.6(g) unless otherwise required by United States generally accepted accounting principles and practices as in effect from time to time. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective all commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Ancillary Agreements as promptly as practicable after the date of this Agreementpracticable, including to (i) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements and supply promptly any additional information and documentary material that may be requested by a Governmental Authority under any applicable Law (including promptly making available any information and appropriate personnel in response to any queries made by a Governmental Authority) and (ii) within ten Business Days after the date hereof make all filings required to be made under the HSR Act, and reasonably promptly after the date hereof make any other required submissions, with respect to this Agreement if the parties reasonably determine that such a filing is required or advisable under applicable antitrust or similar Law, including the Required Antitrust Approvals (any such filing, a “Required Filing”), and each party shall, and shall cause its respective Affiliates to, cooperate fully to that end. Buyer shall pay all administrative filing fees due in connection with the filings required by the HSR Act or other Required Filings. (b) The Seller Without limiting the generality of the parties’ undertaking pursuant to Section 5.7(a), Buyer agrees to use its best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other Person so as to enable the parties hereto to close the transactions contemplated by this Agreement and the Purchaser agree Ancillary Agreements as promptly as practicable and in no event later than the Termination Date, including proposing, negotiating, committing to file with and effecting, by consent decree, hold separate orders, or otherwise, the applicable sale, divesture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to obtain any consent, clearance, action or non-action from a Governmental Antitrust Authority, as soon as reasonably practicable following or to avoid any injunction (or to effect the date dissolution thereof), temporary restraining order or other order or decision in any suit, investigation or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of such transactions. In addition, the parties shall use their best efforts to defend through litigation on the merits any claim asserted in court by a Governmental Authority or other Person in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Date. Notwithstanding anything to the contrary in this Agreement, any filings in no event shall Buyer be obligated to make proposals or similar information submissions required under applicable antitrust commitments, execute or other competition Laws of jurisdictions outside carry out agreements, take actions or submit to orders that are not contingent on the consummation of the United States Closing or that (i) would have a material adverse effect on the business, operations, assets, Liabilities, financial condition or results of Americaoperations of the Business, including taken as a whole, or (ii) would have a material adverse effect on the Federal Republic business, operations, assets, Liabilities, financial condition or results of Germanyoperations of Buyer’s existing business, taken as a whole. Notwithstanding the foregoingIf requested by Buyer, the Purchaser will be Seller Parties shall take any action or make any agreement required by any Governmental Authority under any antitrust, competition or trade regulation Law; provided that any such action or agreement is solely responsible for all filing fees due related to Transferred Assets or Assumed Liabilities and is conditioned on the consummation of the Closing. The Seller Parties shall not take any action or make any agreement required by any Governmental Authority under any antitrust, competition or trade regulation Law without the HSR Act and any non-US applicable Laws written consent of Buyer, in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing feessole discretion. (c) The Seller and Each of the Purchaser will parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by matters that are the subject of this Agreement, Agreement and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will to this Agreement shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless unless, to the extent reasonably practical, it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Subject to the Confidentiality Agreement (which Seller hereby agrees will, with respect to disclosures to a Seller Party pursuant to this Section 5.7(c), be deemed to impose confidentiality provisions on such Seller Party, to the extent applicable, in the same manner as the confidentiality agreements of Buyer in favor of Seller that are set forth in the Confidentiality Agreement), and applicable Law, the Purchaser parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing provisions of this Section 5.7 and in seeking early termination of any applicable waiting periods including under any Required Filing; provided, however, that Buyer shall have responsibility for determining the HSR Act. The Seller strategy for dealing with any Governmental Authority regarding antitrust matters, including the Federal Trade Commission and the Purchaser Department of Justice. Subject to the Confidentiality Agreement (which Seller hereby agrees will, with respect to disclosures to a Seller Party pursuant to this Section 5.7(c), be deemed to impose confidentiality provisions on such Seller Party, to the extent applicable, in the same manner as the confidentiality agreements of Buyer in favor of Seller that are set forth in the Confidentiality Agreement), and applicable Law, the 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementhereby.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective all commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Ancillary Agreements as promptly as practicable after the date of this Agreementpracticable, including to (i) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any and other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain Persons all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. The Acquiror shall pay all filing fees and other charges for the filing under the HSR Act by all parties. (b) The Seller Each of the Acquiror and the Purchaser agree Company shall use commercially reasonable efforts to file with the applicable Governmental Antitrust Authorityresolve such objections, if any, as soon as reasonably practicable following the date of this Agreement, may be asserted by any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability Governmental Authority with respect to the payment transactions contemplated by this Agreement under any Law, including the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Law, the Company shall use commercially reasonable efforts, and the Acquiror shall cooperate with the Company, to contest and resist any such filing feesAction, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal unless, by mutual agreement, Acquiror and the Company decide that litigation is not in their respective best interests. (c) The Seller and Each of the Purchaser will parties hereto (each, a “Party”) shall promptly notify the other Parties of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by matters that are the subject of this Agreement, and will permit the other party Parties to review in advance any proposed communication by such party Party to any Governmental Antitrust Authority. Neither party will No Party to this Agreement shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party Parties in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party Parties the opportunity to attend and participate at such meeting. The Seller and Subject to the Purchaser Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and Subject to the Purchaser Confidentiality Agreement, the 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementhereby.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the The parties will use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective in the most expeditious manner possible the transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate such transactions, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Authority and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and (ii) to fully carry out the purposes of this Agreement. As soon as promptly as reasonably practicable after and in any event within 15 Business Days following the date execution and delivery of this Agreement, the Company 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 Department of Justice under the HSR Act, will use their respective reasonable best efforts to obtain all Governmental Authorizations (including Environmental Authorizations) fromtermination or expiration of the applicable waiting period and will make any submissions pursuant thereto that may be necessary, and make all filings with, all Governmental Authorities (including proper or advisable. Notwithstanding the foregoing or any other national antitrust authorities provision in this Agreement to the contrary, neither the Company, the Purchaser nor any of their respective Affiliates will be obligated in connection with mandatory pre-merger 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 to enter into any agreement, consent decree or other commitment requiring the divestiture (including through the granting of any license rights) or holding separate of any assets or subject itself to any restriction on the operation of its or its Subsidiaries’ businesses, or to commence, pursue or defend any litigation. (b) In furtherance of the foregoing, the parties to this Agreement will cooperate with each “Governmental Antitrust Authority”)), and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable in connection with the authorization, execution making of all such filings and delivery of this Agreement and the consummation of use reasonable best efforts to (i) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. , (bii) The Seller and keep the Purchaser agree to file with the applicable Governmental Antitrust Authorityother party informed in all material respects of any material communication received by such party from, as soon as reasonably practicable following the date of this Agreementor given by such party to, any filings Governmental Authority and of any material communication received or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws given in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority proceeding by a private party, in each case relating to the transactions contemplated by this Agreement, (iii) consult with the other party prior to taking a position, and will permit the other party parties to review and discuss in advance advance, and consider in good faith the views of the other in connection with any proposed communication by such party analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Antitrust Authority. Neither Authority by or on behalf of either party will agree to participate in any meeting connection with any Governmental Antitrust Authority investigations or proceedings related solely to this Agreement or the transactions contemplated by this Agreement or given in respect of connection with any filings, investigation or other inquiry unless it consults proceeding by a private party and (iv) consult with the other party in advance andof any meeting or conference with, any Governmental Authority relating to the extent permitted transactions contemplated by such Governmental Antitrust Authoritythis Agreement or in connection with any proceeding by a private party relating thereto, gives and give the other party the opportunity to attend and participate at in such meetingmeetings and conferences (unless prohibited by such Governmental Authority). The Seller Notwithstanding the foregoing, the Company and the Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.3(b) as “Counsel Only Material.” Such materials and the information contained therein will be given only to the outside counsel of the recipient and will not be disclosed by outside counsel to employees, officers, directors or consultants of the recipient or any of its Affiliates unless express permission is obtained in advance from the source of the materials (the Company or the Purchaser, as the case may be) or its legal counsel. Each of the Company and the Purchaser will coordinate and cooperate fully cause its respective outside counsels to comply with each other this Section 5.3(b). Notwithstanding anything to the contrary in exchanging such information and providing such assistance as this Section 5.3(b) materials provided to the other party or its counsel may reasonably request in connection with be redacted to remove references concerning the foregoing valuation of the Company, privileged communications and in seeking early termination of any applicable waiting periods including under competitively sensitive information. (c) The Company will use reasonable best efforts to promptly cause the HSR Act. The Seller and the Purchaser will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, Shares to be approved for listing on the one handNasdaq Global Select Market, and any Governmental Antitrust Authority or members subject only to official notice of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementissuance.

Consents and Filings. (a) Subject to The Seller and the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the parties will Buyer shall use their respective commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Ancillary Agreements as promptly as practicable after the date of this Agreementpracticable, including to (a) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any and other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain Persons all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and required for the consummation of the transactions contemplated by this Agreement. Agreement and the Ancillary Agreements and (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for promptly make all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by this Agreementnecessary filings, and will permit the thereafter make any other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other handrequired submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance and not in limitation of the foregoing, the Seller shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this AgreementSection to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business. (b) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Assumed Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered without the consent or waiver of a third-party or Governmental Authority unless and until such consent or waiver shall be given. The Seller shall use its reasonable best efforts, and the Buyer shall cooperate reasonably with the Seller, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue to use its commercially reasonable efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, and the Seller will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of the Seller in the benefits under any such Assumed Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Nothing in this Section 5.9(b) shall affect the Buyer’s right to terminate this Agreement under Section 8.1 in the event that any consent or waiver as described herein is not obtained.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the parties will use their respective commercially reasonable efforts (i) to take promptly, or cause to be taken, 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 and (ii) as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust AuthorityAuthority ”)), and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective all commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Ancillary Agreements as promptly as practicable after the date of this Agreementpracticable, including to (i) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any and other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain Persons all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements and (ii) promptly (and, with respect to the HSR Act, in no event later than 10 days after the date hereof) make all necessary filings (and if required under applicable Law, drafts thereof), and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Antitrust Law. The Buyer shall pay all filing fees and other charges for the filing under the HSR Act by the parties hereto. (b) The Seller Without limiting the generality of the parties’ undertaking pursuant to Section 6.6(a), the Buyer agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated by this Agreement and the Purchaser agree Ancillary Agreements no later than the Termination Date. Each of PBI and the Buyer shall use commercially reasonable efforts to file with the applicable Governmental Antitrust Authorityresolve such objections, if any, as soon may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging such transactions, and if, by mutual agreement, PBI and the Buyer decide that litigation is in their best interests, each party shall cooperate and use commercially reasonable efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any Order that is in effect and that prohibits, prevents, or restricts consummation of such transactions. Each of PBI and the Buyer shall use commercially reasonable efforts to take such action as reasonably practicable following may be required to cause the date expiration or termination of the waiting period under the HSR Act or to obtain clearance or approval under any other Antitrust Law with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller Buyer nor any of its Affiliates will have shall be required to agree to any Liability structural or conduct relief in connection with respect to the payment of such filing feesany proceeding by a private party. (c) The Seller Buyer shall deliver to the United States Defense Security Services (“DSS”) as soon as possible and in any event within 30 days of the date hereof, a completed Certificate Pertaining to Foreign Interests, including all supporting documentation. The Buyer shall negotiate with the United States Department of Defense (the “DOD”) a Foreign Ownership, Control or Influence mitigation agreement (a “Mitigation Agreement”) for the purpose of obtaining the approval of the DOD under the NISPOM for the transfer of ownership of PBGS to the Buyer and the Purchaser will continuation of all U.S. government security clearances necessary for the operation of the Business. The Companies and the Sellers shall provide reasonable cooperation and assistance to the Buyer in preparing the Certificate Pertaining to Foreign Interests and Mitigation Agreement, at the Buyer’s sole cost. (d) Each of the parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority and of any communication received or given in connection with any proceeding by a private party relating to the transactions contemplated by matters that are the subject of this Agreement, and will permit the other party parties to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither No party will to this Agreement shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry (including in connection with any proceeding by a private party) unless it consults with the other party parties in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party parties the opportunity to attend and participate at such meeting. The Seller and Subject to the Purchaser Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods periods, including under the HSR Act. The Seller and Subject to the Purchaser Confidentiality Agreement, the 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementhereby.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Ancillary Agreements as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations (including Environmental Authorizationssatisfaction, but not waiver, of the closing conditions set forth in Article VI), including to (i) from, and make all filings with, all obtain from Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waiversregistrations, approvals approvals, permits and other authorizations from, all other third parties, that as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements and (ii) promptly (and in no event later than 10 Business Days after the date hereof) 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. The Buyer shall pay all filing fees for the filing under the HSR Act. (b) The Seller Without limiting the generality of the parties’ undertaking pursuant to Section 5.7(a), the parties agree to use their reasonable best efforts to cause the expiration or early termination of the waiting period required under the HSR Act or any other applicable Law so as to enable the parties hereto to close the transactions contemplated by this Agreement and the Purchaser agree to file with Ancillary Agreements as promptly as practicable and in no event later than the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of AmericaTermination Date, including the Federal Republic complying with any additional requests for information, including requests for production of Germanydocuments and production of witnesses for interviews or depositions, by any Governmental Authority. Notwithstanding In furtherance and not in limitation of the foregoing, the Purchaser will Buyer agrees to (x) defend against any action of any Governmental Authority or any other party that attempts to enjoin the transactions and (y) divest or hold separate any of the Transferred Assets, but only to the extent those assets are not material to the Business, taken as a whole, and such divestiture or holding separate is conditioned upon the Closing. Notwithstanding any provision to the contrary herein, in no event shall any party be solely responsible for all filing fees due required to take any action under this Section 5.7(b) or Section 5.7(a) if there has been entered any preliminary injunction or similar Order to enjoin consummation of the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor transactions contemplated by this Agreement. The Buyer shall not be required to agree to divest or hold separate any of its Affiliates will have any Liability with respect to the payment of such filing feesor its Affiliates’ operations or assets. (c) The Seller and Each of the Purchaser will parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by matters set forth in this Agreement, Section 5.7 and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust AuthorityAuthority in connection therewith. Neither No party will to this Agreement (or its Affiliates) shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry such matter unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and Subject to the Purchaser Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing matters set forth in this Section 5.7 and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and Subject to the Purchaser Confidentiality Agreement, the 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementforegoing.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective commercially reasonable best efforts (i) to take promptly, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper necessary or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) as promptly as practicable after the date of this Agreementpracticable, including to (i) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and (ii) promptly (and in no event later than 10 Business Days after the date hereof) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act. The Buyer shall pay all filing fees and other charges for the filing under the HSR Act by all parties. (b) The Seller and Without limiting the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside generality of the United States of Americaparties’ undertaking pursuant to Section 6.8(a), including the Federal Republic of GermanyBuyer agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated by this Agreement as promptly as practicable and in no event later than the Termination Date. Notwithstanding the foregoing, nothing in this Section 6.8(b) or otherwise in this Agreement shall require the Purchaser will be solely responsible for all filing fees due under the HSR Act and Buyer to (i) propose, negotiate, endeavor or agree to sell, license, dispose of, hold separate, or otherwise take, or refrain from, any non-US applicable Laws in connection with the filings described above and neither the Seller nor any action so as to limit its freedom of its Affiliates will have any Liability action with respect to, or its ability to the payment of such filing feesretain, any entity, product line, asset or facility, (ii) commence litigation or any other Action or (iii) agree to any other condition or consent decree or enter into any contract. (c) The Seller and Each of the Purchaser will parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by matters set forth in this Agreement, Section 6.8 and will permit the other party parties to review in advance any proposed communication by such party to any Governmental Antitrust AuthorityAuthority in connection therewith. Neither No party will to this Agreement shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry such matter unless it consults with the other party parties in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party parties the opportunity to attend and participate at such meeting. The Seller and Subject to the Purchaser Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party parties may reasonably request in connection with the foregoing matters set forth in this Section 6.8 and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and Subject to the Purchaser Confidentiality Agreement, the parties will provide each other with true and complete copies of all correspondence, filings or communications between them or any of their representativesRepresentatives, on the one hand, and any Governmental Antitrust Authority or members of its staff, on the other hand, with respect to the foregoing; provided that either party may either redact or designate for disclosure only to the other party’s outside counsel any confidential material not previously disclosed to the other party relating to the disclosing party’s valuation of any transaction contemplated by this Agreement Agreement. (d) Certain consents and waivers with respect to the consummation of the transactions contemplated by this Agreement may be required from parties to contracts to which the Company is a party that have not been and may not be obtained. Prior to the Closing, neither the Seller, the Company nor any of their respective Affiliates shall have any Liability to the Buyer caused solely by the failure to obtain any consents or waivers that may be required in order to consummate the transactions contemplated by this Agreement or because of the termination of any contract as a result thereof; provided, however, that, notwithstanding anything to the contrary in the foregoing, nothing in this sentence shall limit any rights or remedies of the Buyer or the Buyer Indemnified Parties under this Agreement.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Ancillary Agreements as promptly as practicable after the date of this Agreementpracticable, including to obtain (i) prepare and file all Governmental Authorizations (including Environmental Authorizations) fromforms, registrations and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger filing requirements that are deemed by the Seller and the Purchaser, after consulting with one another, notices required to be applicable filed to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, (each “Governmental Antitrust Authority”)ii) use commercially reasonable efforts to obtain the third-party consents, authorizations, ratifications, waivers or other approvals listed on Section 5.8(a) of the Disclosure Schedules (provided that the Seller and its Affiliates shall not be required to pay any consent or other fees in order to obtain any such consents), (iii) obtain from Governmental Authorities and to obtain other Persons all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements and (iv) promptly (and, with respect to the HSR Act, in no event later than 10 Business Days after the date hereof) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws; provided that no party shall be required to pay (and the Company and any of its Subsidiaries shall not pay or agree to pay without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed) any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. The Buyer shall pay seventy-five percent (75%), and the Seller shall pay twenty-five percent (25%) of all filing fees and other charges for the filing under any applicable Antitrust Law by the parties hereto. The Buyer, the Seller and any of its Subsidiaries shall not take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent required to be obtained prior to the Closing. (b) The Seller Without limiting the generality of the parties’ undertakings pursuant to Section 5.8(a), each of the parties agrees to use commercially reasonable efforts to avoid or promptly eliminate impediments under any Antitrust Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated by this Agreement and the Purchaser agree Ancillary Agreements no later than the Termination Date. Notwithstanding anything to file with the applicable Governmental Antitrust Authoritycontrary set forth herein, as soon as reasonably practicable following nothing in this Section 5.8 shall be deemed to require any of the date of this Agreementparties or their respective Affiliates or Representatives to commence, defend or participate in any filings litigation or similar information submissions required under applicable antitrust proceeding, divest or other competition Laws dispose of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have assets, properties or businesses (or any Liability with respect of the assets, properties or businesses to the payment of such filing feesbe acquired hereunder), or waive or surrender any material right or otherwise suffer any material detriment. (c) The Seller and Each of the Purchaser will parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by matters that are the subject of this Agreement, Agreement and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust AuthorityAuthority and allow reasonable time for comment on such communication to the extent practicable. Neither No party will to this Agreement shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with gives notice of such meeting to the other party in advance and, advance. Subject to the extent permitted by such Governmental Antitrust AuthorityConfidentiality Agreement, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under foregoing. Subject to the HSR Act. The Seller and Confidentiality Agreement, the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby; provided that such materials may be redacted to comply with contractual obligations or as necessary to address reasonable attorney-client or other privilege, work product protection or confidentiality concerns, to the extent that such concerns are not adequately addressed by a common interest privilege or doctrine. In connection with the foregoing, any party or its Affiliates may, as they or it deem(s) advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 5.8(c) as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to the counter party hereto or its Affiliates or Representatives, unless express written permission is obtained in advance from the disclosing party. (d) Certain consents and waivers with respect to the transactions contemplated by this AgreementAgreement may be required from parties to Contracts to which the Seller, the Company or any of the Company’s Subsidiaries is a party that have not been and may not be obtained. The Seller shall not have any liability to the Buyer arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any Contract as a result thereof, and no such failure or termination shall result in the failure of any condition set forth in Article VI; provided, that such consents or waivers are listed on Section 3.3(a) of the Disclosure Schedules to the extent required by the terms of Section 3.3.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the parties will use their respective commercially reasonable efforts (i) to take promptly, or cause to be taken, 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 and (ii) as As promptly as practicable after the date of this Agreement, the Company shall use its commercially reasonable efforts to obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable consents required in connection with the authorization, execution and delivery of this Agreement and the consummation transactions contemplated hereby as set forth in Section 3.3 of the transactions contemplated by this AgreementCompany Disclosure Schedule. (b) The Seller As promptly as practicable after the date of this Agreement, Purchaser shall make, or cause to be made, all filings required by Legal Requirements to be made by it to consummate the transactions contemplated hereby. Purchaser also shall fully cooperate with the Company with respect to all filings the Company is required by Legal Requirements to make. In furtherance thereof, Purchaser shall cooperate with the Company and shall use its commercially reasonable efforts to file required Notification and Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Purchaser agree to file with Department of Justice (the applicable Governmental Antitrust Authority, “DOJ”) as soon promptly as reasonably practicable following the date of this AgreementAgreement (but in no event later than ten Business Days from and after the date hereof), any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside shall use commercially reasonable efforts to obtain early termination of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due waiting period under the HSR Act Act, and any non-US applicable Laws in connection with shall respond as promptly as practicable to all requests or inquiries received from the filings described above FTC or DOJ for additional documentation or information. Purchaser shall be responsible for the filing fees for the premerger notification and neither report forms under the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing feesHSR Act. (c) The Seller As promptly as practicable after the date of this Agreement, the Company shall, and the Purchaser will promptly notify the other of any communication it or any of shall cause its Affiliates receives from any Governmental Antitrust Authority relating Subsidiaries to, make all filings required by Legal Requirements to be made by them in order to consummate the transactions contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meetinghereby. The Seller Company also shall cooperate with Purchaser and the its representatives with respect to all filings that Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request elects to make, or pursuant to Legal Requirements is required to make, in connection with the foregoing transactions contemplated hereby. In furtherance thereof, the Company shall cooperate with Purchaser and shall use commercially reasonable efforts to file required Notification and Report Forms under the HSR Act with the FTC and DOJ as promptly as practicable following the date of this Agreement (but in seeking no event later than ten Business Days from and after the date hereof), shall use commercially reasonable efforts to obtain early termination of any applicable the waiting periods including period under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority shall respond as promptly as practicable to all requests or members of its staff, on inquiries received from the other hand, with respect to this Agreement and the transactions contemplated by this AgreementFTC or DOJ for additional documentation or information.

Consents and Filings. (a) Subject to The Seller and the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the parties will Buyer shall use their respective commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Ancillary Agreements as promptly as practicable after the date of this Agreementpracticable, including to (a) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any and other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain Persons all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and required for the consummation of the transactions contemplated by this Agreement. Agreement and the Ancillary Agreements and (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for promptly make all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by this Agreementnecessary filings, and will permit the thereafter make any other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other handrequired submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance and not in limitation of the foregoing, the Seller shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this AgreementSection to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business. (b) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Assumed Contract, Permit, Right or other Purchased Asset that by 52

Consents and Filings. (a) Subject to The Sellers and the terms Purchaser covenant and conditions of this Agreement, and except agree with respect to approval by the Bankruptcy Court, each of the parties will use their respective commercially reasonable efforts other to: (i) to take promptly(A) make, or cause to be takenmade, all actionsthe filings required of such Party under the HSR Act with respect to the transactions contemplated by this Agreement within ten (10) Business Days of the date of this Agreement, provided that the Purchaser, on the one hand, and the Sellers, on the other hand, shall each pay half of any filing or application fee required under the HSR Act, (B) comply at the earliest practicable date with any formal or informal request for information, documents or other materials received by such party or its Affiliates from the United States Federal Trade Commission (the "FTC") or the Antitrust Division of the United States Department of Justice (the "DOJ") with respect to do promptlysuch filings or the antitrust aspects of such transactions, (C) cooperate with one another in connection with any such filings and in connection with resolving any investigation or other inquiry of the FTC or DOJ with respect to any such filings or any such transactions and (D) use all commercially reasonable efforts to take such actions as may be required to cause the expiration of the applicable waiting periods under the HSR Act; and (ii) promptly file, or cause to be donepromptly filed, with any United States agency or any state or local Governmental Body or agency not described in clause (i) above, all other notices, applications or other documents as may be necessary to consummate the transactions contemplated hereby, and to thereafter diligently pursue all consents or approvals from any such Governmental Body as may be necessary to consummate the transactions contemplated hereby. (b) The Sellers shall use commercially reasonable efforts to obtain all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be obtained pursuant to this Agreement. Each of the Parties shall use its commercially reasonable efforts to take all actions and to do 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 date of this Agreement, to obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective all commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Ancillary Agreements as promptly as practicable after the date of this Agreementpracticable, including to (i) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements and supply promptly any additional information and documentary material that may be requested by a Governmental Authority under any applicable Law (including promptly making available any information and appropriate personnel in response to any queries made by a Governmental Authority) and (ii) make all necessary filings as soon as reasonable practicable following the date hereof and, with respect to filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, within ten Business Days following the date hereof, and thereafter make any other required submissions, with respect to this Agreement if the parties reasonably determine that such a filing is required or advisable under applicable antitrust or similar Law, including the Required Antitrust Approvals (any such filing and the CFIUS Approval, a “Required Filing”), and each party shall, and shall cause its respective Affiliates to, cooperate fully to that end. (b) Without limiting the generality of the parties’ undertaking pursuant to Section 5.7(a): (i) The Seller Buyer agrees to use its commercially reasonable efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated by this Agreement and the Purchaser Ancillary Agreements as promptly as practicable and in no event later than the Termination Date; provided, however, that nothing in this Agreement, including this Section 5.7, requires the Buyer or any of its Subsidiaries or Affiliates (A) to propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, (i) the sale, divesture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto or (ii) any material modification to the operation of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, or (B) to defend through litigation any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Date. (c) The Buyer and the Seller agree to file with use their respective reasonable best efforts and take any and all actions necessary to receive CFIUS Approval so as to enable the applicable Governmental Antitrust AuthorityClosing, as soon as reasonably practicable including: (i) Within fifteen (15) Business Days following the date of this Agreementhereof, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of unless otherwise agreed by the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoingparties, the Purchaser will be solely responsible for all filing fees due under Buyer and the HSR Act Seller shall submit to CFIUS a draft joint notice in connection with CFIUS Approval in accordance with the DPA, specifically 31 C.F.R. Part 801; (ii) Promptly after receipt of confirmation that CFIUS has no further comment to the draft joint notice, but no later than 45 days prior to Closing, the Buyer and any non-US applicable Laws the Seller shall submit to CFIUS a final joint notice in connection with the filings described above CFIUS Approval (the “CFIUS Notice”); and (iii) The Buyer and the Seller shall provide any information requested by CFIUS or any agency on behalf of CFIUS in connection with obtaining CFIUS Approval within the timeframes set forth in the DPA or such other timeframes as CFIUS may require. (iv) The Buyer and the Seller shall enter into a mitigation agreement, letter of assurance, national security agreement, proxy agreement, trust agreement or other similar arrangement or agreement, and provide any other assurances as may be necessary requested or imposed by CFIUS as a condition of CFIUS Approval. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (A) neither the Buyer nor any of its Affiliates shall be required to, and neither the Seller nor any Affiliate of its Affiliates will have the Seller shall, without the prior written consent of the Buyer, take or agree to any Liability with respect action, condition, or restriction to obtain CFIUS Approval that would, or would reasonably be expected to, result in a Burdensome Condition and (B) neither the payment Seller nor any Affiliate of such filing feesthe Seller shall be required to take or agree to any action, condition, or restriction required to obtain CFIUS Approval that would, or would reasonably be expected to, (x) require the Seller or any Affiliate of the Seller to take any of the actions set forth in Section 5.1 of this Agreement, (y) be performed by the Seller or any Affiliate of the Seller after the Closing Date or (z) require the Seller to amend, waive or otherwise modify any provision of this Agreement. For purposes of determining whether a Burdensome Condition exists, clauses v, vi, and vii of the definition of Material Adverse Effect shall be disregarded. (cv) The If CFIUS informs the parties orally or in writing that CFIUS has recommended or intends to recommend in a report that the President of the United States prohibit the transactions contemplated by this Agreement, the Buyer or the Seller may, at either’s discretion, withdraw the CFIUS Notice, the other party shall cooperate in such withdrawal, and neither the Purchaser will Buyer nor the Seller shall have any further obligation to seek CFIUS Approval. (d) Each of the parties shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by matters that are the subject of this Agreement, Agreement and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will to this Agreement shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller Subject to the Confidentiality Agreement and applicable Law, the Purchaser parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under any Required Filing. Subject to the HSR Act. The Seller Confidentiality Agreement and applicable Law, the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementhereby. (e) Notwithstanding anything to the contrary in Section 5.7(a), Sections 5.7(c)–(d) are the sole clauses governing CFIUS Approval.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective all commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Transaction Documents as promptly as practicable after the date of this Agreementpracticable, including to (i) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and the Transaction Documents, and (ii) promptly (and, with respect to the HSR Act, in no event later than ten (10) Business Days after the date hereof) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws. The Buyer shall pay all filing fees and other charges for the filing under any applicable Antitrust Law by the parties hereto. (b) The Seller Without limiting the generality of the parties’ undertaking pursuant to Section 6.8(a), each of the parties agrees to use its reasonable best efforts to take any and all steps reasonably necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated by this Agreement and the Purchaser agree to file with Transaction Documents as promptly as practicable and in no event no later than the applicable Governmental Antitrust AuthorityOutside Date; provided, as soon as reasonably practicable following the date of this Agreementhowever, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of Americathat, including the Federal Republic of Germany. Notwithstanding notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will party shall have any Liability with respect obligation to the payment of such filing feesagree to any structural or conduct remedy or to litigate. (c) The Seller and Each of the Purchaser will parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by matters that are the subject of this Agreement, Agreement and will permit the other party parties to review in advance any proposed substantive communication by such party to any Governmental Antitrust Authority. Neither No party will to this Agreement shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party parties in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party parties the opportunity to attend and participate at such meeting. The Seller and Subject to the Purchaser Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods periods, including under the HSR Act. The Seller and Subject to the Purchaser Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings (except for Item 4(c) and 4(d) documents) or communications between them or any of their representativesRepresentatives, on the one hand, and any Governmental Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (d) The Seller shall use commercially reasonable efforts to obtain all consents set forth on Section 4.3(a)(iii) of the Disclosure Schedules and Section 4.13(c) of the Disclosure Schedules. In obtaining such consents, the Seller shall not modify, amend or otherwise change (or agree to modify, amend or otherwise change) any of the current terms of any of the Contracts for which consent is being sought (including making the Buyer or any of the Buyer’s Affiliates guarantee any obligations, or agreeing to any additional future payments to be made by the Buyer or any of the Buyer’s Affiliates (including, after the Closing, the Company) (other than the current payment obligations thereunder)) without the prior written consent of the Buyer, subject in each case to the Buyer’s obligations under Section 6.15; provided, however, that the Seller shall have the right in its sole discretion to make any payments or take any other actions to obtain a consent, with or without the consent of the Buyer, so long as in each such case such payment or action does not (i) diminish or otherwise negatively affect in any respect any rights of the Company under the applicable Contract or (ii) increase any of obligations of the Company under the applicable Contract. Any costs, fees or payments related to obtaining the consents shall be borne solely by the Seller. The Seller shall keep the Buyer reasonably informed on a timely basis (and in any event within two (2) Business Days after the date the Buyer delivers to the Seller a written request) of the status of the Seller’s efforts to obtain the consents. The Buyer shall reasonably and in good faith cooperate with the Seller to the extent requested by the Seller to provide such information and/or documentation that the Buyer agrees in its reasonable discretion would assist the Seller in obtaining the consents, if and as requested by the applicable counterparty to the underlying Contracts for which consent is being sought. For the avoidance of doubt, to the extent that any consents listed on Section 4.13(c) of the Disclosure Schedules are not obtained on or prior to the Closing (the “Outstanding Consents”), the Seller shall, following the Closing, continue to fulfill its obligations under this AgreementSection 6.8(d).

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the The parties will use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective in the most expeditious manner possible the transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate such transactions, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any third party, including any Governmental Authority or any expiration of any applicable waiting period or extension thereof under any applicable Competition Laws (which actions will include furnishing all information required under the HSR Act and any other applicable Competition Laws) and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and to carry out fully the purposes of this Agreement. Additionally, the parties will each use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement and will not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any Governmental Authorization or permission, approval or consent from any third party required to be obtained prior to the Closing. (iib) Prior to the Closing, the parties will keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required consents, authorizations, orders or approvals of, or any exemptions by, any Governmental Authorities, any expiration of any applicable waiting period or extension thereof, or any Governmental Authorizations required under any applicable Competition Laws. In this regard, prior to the Closing, each party will promptly consult with the other parties to provide any necessary information with respect to (and, in the case of correspondence, provide the other parties (or their counsel) copies of) all filings made by such party with any Governmental Authority or any other information supplied by such party to, or correspondence with, a Governmental Authority in connection with the transactions contemplated by this Agreement. Each party will promptly inform the other parties, and if in writing, furnish the other parties with copies of (or, in the case of oral communications, advise the other parties orally of) any communication from any Governmental Authorities regarding any of the transactions contemplated by this Agreement, and permit the other parties to review and discuss in advance, and consider in good faith the views of the other parties in connection with, any proposed written (or any proposed oral) communication with any such Governmental Authority. Notwithstanding the foregoing, the Purchaser shall, in all cases in good faith consultation with the Sellers, (1) determine the timing and strategy and be solely responsible for the final content of any substantive oral or written communications with any applicable Governmental Authorities except responses to inquiries made directly to Sellers or an Acquired Company by such Governmental Authorities and (2) lead all proceedings and coordinate all activities with respect to seeking any actions, consents, approvals or waivers of any Governmental Authorities in connection with the HSR Act and applicable other Competition Laws; provided further that the Purchaser shall in good faith consider all views and input provided by the Sellers and nothing herein shall prevent the Sellers or the Company from providing information to a Governmental Authority with respect to the Sellers or the Company. If any party or any representative of such party receives a request for information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will use its reasonable best efforts to make, or cause to be made, promptly and after consultation with the other parties, a response in compliance with such request that permits the requesting Governmental Authority to proceed with its review of the transaction. No party will participate in any meeting with any Governmental Authority in connection with the transactions contemplated by this Agreement (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the other parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat. Each party will furnish the other parties with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Authority with respect to the transactions contemplated by this Agreement, and furnish the other parties with such necessary information and reasonable assistance as the other parties may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Authority. The parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 7.3 as “outside counsel” or “outside counsel and corporate in-house counsel with responsibility for antitrust and regulatory matters only.” Such materials and the information contained therein will be given only to the designated counsel of the recipient and will not be disclosed by such outside counsel and / or corporate in-house counsel with responsibility for antitrust or regulatory matters to the directors, officers or employees (other than corporate in-house counsel with responsibility for antitrust and regulatory matters if permitted) of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel; provided that materials provided pursuant to this Section 7.3(b) may be redacted by the producing party to remove references concerning the valuation of the Acquired Companies, as necessary to comply with contractual arrangements and as necessary to address reasonable privilege considerations. (c) The Sellers shall prepare and withdraw, or cause their Affiliates to prepare and withdraw, for any Dutch Acquired Company that no longer satisfies the criteria set out in Article 2:263 paragraph 2 of the Dutch Civil Code, any filing made with the Trade Register of the Dutch Chamber of Commerce pursuant to said Article, as promptly as practicable but in any event no later than the later of the date that is 15 Business Days after the date of this Agreement and the date that the relevant Dutch Acquired Company no longer satisfies the criteria of said Article. The Sellers shall provide the Purchaser with evidence of such withdrawal as promptly as practicable. (d) The parties will use their respective reasonable best efforts to file, as promptly as practicable but in any event no later than 15 Business Days after the date of this Agreement, to obtain all Governmental Authorizations (including Environmental Authorizations) fromnotifications under the HSR Act, and make all filings withthe parties will use their respective reasonable best efforts to file, all Governmental Authorities (including as promptly as practicable, any other national antitrust authorities with mandatory pre-merger filing requirements filings or notifications under any other applicable Competition Laws. In the event that are deemed by the Seller parties receive a request for additional information or documentary materials after an initial notification pursuant to the HSR Act or any other Competition Law (a “Second Request”), the parties will use their respective reasonable best efforts to make an appropriate response to such Second Request as promptly as practicable, and counsel for the Purchaser, after consulting with one another, parties will closely cooperate during the entirety of any such Second Request review process. (e) If any Proceeding is instituted (or threatened to be applicable to instituted) challenging the transactions contemplated by this Agreement (each “Governmental Antitrust Authority”))as violating the HSR Act or any other applicable Competition Law, the parties will cooperate and use their respective reasonable best efforts to vigorously contest and resist any such Proceeding, and to obtain all other consentshave vacated, waiverslifted, approvals and other authorizations fromreversed or overturned any Judgment, all other third partieswhether temporary, preliminary or permanent, that are necessary is in effect and that prohibits, prevents or advisable in connection with the authorization, execution and delivery of this Agreement and restricts the consummation of the transactions contemplated by this Agreement, including by pursuing vigorously all available avenues of administrative and judicial appeal. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.3(e) will limit the right of any party to terminate this Agreement pursuant to Section 8.1 or Section 9.1(e), as applicable, for so long as such party has, up to the time of termination, complied in all material respects with its obligations under this Section 7.3, and for the avoidance of doubt, all obligations set forth in this Section 7.3(e) shall terminate as of the date of such termination. (bf) The Seller and Notwithstanding any other provision of this Agreement, nothing in this Agreement shall require Purchaser to (i) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any businesses, product lines or assets of the Acquired Companies or the Purchaser agree and its Affiliates, or (ii) otherwise take or commit to file take actions that, after the Closing Date would limit the Purchaser’s or its Affiliates’ freedom of action with respect to, or its or their ability to retain, one or more of the applicable Governmental Antitrust Authoritybusinesses, as soon as reasonably practicable following product lines or assets of the Acquired Companies or of the Purchaser and its Affiliates. (g) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of Agreement until the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoingClosing Date, the Purchaser parties will not, and will cause their respective Subsidiaries and Affiliates to not, acquire or agree to acquire any business or assets, or take or agree to take any other action, that would reasonably be solely responsible for all filing fees due under expected to prevent or delay the HSR Act and parties from obtaining any non-US applicable Laws Governmental Authorization in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (h) The Purchaser agrees to provide such security and will permit the other party assurances as to review in advance any proposed communication financial capability, resources and creditworthiness as may be reasonably requested by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other third party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request whose consent or approval is sought in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement. Whether or not the Closing occurs, the Purchaser will be responsible for all filing fees required under any applicable Competition Laws pursuant to this Section 7.3, other than the fees of and payments to the legal and professional advisors of the Sellers.

Consents and Filings. (a) Subject to Section 2.08 and Section 5.01, Buyer shall be responsible for obtaining all necessary consents, other than the terms Cincinnati Voter Approval, for the transfer of any Acquired Asset and conditions shall complete all required regulatory filings, including making filings with the STB to obtain the STB Order. Subject to Section 5.01 and to the extent permitted by law, Seller shall undertake all reasonable efforts to facilitate the Cincinnati Voter Approval, provided that the Parties acknowledge that the conduct of elections and the content of ballots associated with Cincinnati Voter Approval is solely within the authority of the Hamilton County Board of Elections and is dictated by the State Law Change. At the expense and upon the written request of Buyer, Seller shall use its reasonable best efforts to assist Buyer to obtain as soon as practicable after execution hereof, and prior to Closing, all licenses, permits, consents, waivers, approvals, authorizations, qualifications and orders of Governmental Authorities relating to the Acquired Assets as may be required in order to enable Buyer, CNOTP and Seller to perform their respective obligations under this Agreement, and except each of the agreements and instruments called for hereunder, including required or desired approvals, exemptions or actions, if any, by the STB with respect to approval by the Bankruptcy Court, each Seller's sale and Buyer's purchase of the parties will use their respective commercially reasonable efforts Acquired Assets, including (i) to take promptlyassisting Buyer in the preparation and filing of all applications, or cause forms, registrations and notices required to be takenfiled to consummate the transactions contemplated by this Agreement, all actions(ii) cooperating with Buyer in its efforts to obtain any consent or approval of any third party, and to do promptlyincluding any Governmental Authority, or cause required to be done, all things necessary, proper obtained or advisable to consummate and make effective made by Buyer or Seller in connection with the transactions contemplated by this Agreement and (iiiii) as promptly as practicable after the date execution and delivery of this Agreement, any additional instruments necessary to obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger filing requirements that are deemed by the Seller and the Purchaser, after consulting with one another, to be applicable to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Except as mutually agreed by the Parties, Buyer shall make all required filings and notices no later than thirty (each “30) days after the date of the State Law Change. The Parties acknowledge the initial filing was made with the STB on May 1, 2023. Buyer and Seller shall cooperate and use their reasonable best efforts to respond as promptly as practicable to all inquiries received from the STB or other Governmental Antitrust Authority”Authorities for initial or additional information or documentation. The Parties will provide one another with an opportunity to review and comment upon one another's proposed filings, and all such filings shall be subject to the approval of both Parties (such approval not to be unreasonably withheld, conditioned or delayed). (b) Without limiting the generality of subsection (a) above, (i) Buyer shall use commercially reasonable efforts to eliminate any objections or concerns asserted with respect to the transactions contemplated hereby by any Governmental Authority with jurisdiction over the enforcement of any laws applicable to Buyer's acquisition of the Acquired Assets so as to enable the Parties to consummate the transactions contemplated hereby as soon as reasonably practicable and prior to the time at which a Party may terminate this Agreement pursuant to Section 12.05(a), Section 12,05(b), Section 12.05(d) and Section 12.05(e), including but not limited to: entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to obtain or challenging judicial or administrative orders; (ii) Buyer shall take promptly take all other consents, waivers, approvals actions and other authorizations from, do all other third parties, things reasonably necessary and proper to avoid or eliminate each and every impediment under any law that are necessary may be asserted by any Governmental Authority or advisable in connection with the authorization, execution and delivery of this Agreement and any other party to the consummation of the transactions contemplated by this Agreement. (b) The Seller and at the Purchaser agree to file Closing in accordance with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date terms of this Agreement, ; (iii) Seller shall provide reasonable assistance to and cooperate with Buyer in the efforts contemplated by this Section 5.09(b); and (iv) Buyer shall reimburse Seller for any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act out-of-pocket costs and any non-US applicable Laws expenses Seller incurs in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing feesthose efforts. (c) The If a Cincinnati Voter Rejection occurs and this Agreement is not terminated pursuant to Section 12.05(f), Buyer, Seller and CNOTP shall cooperate to obtain further enabling legislation from the Purchaser will promptly notify State of Ohio and approval by the other voters of any communication it or any the City of its Affiliates receives from any Governmental Antitrust Authority relating to Cincinnati as required by law for the transactions contemplated hereby on terms originally envisioned for obtaining the State Law Change and Cincinnati Voter Approval contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Original Agreement.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Ancillary Agreements as promptly as practicable after the date of this Agreementpracticable, including to (i) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waiversregistrations, approvals approvals, permits and other authorizations from, all other third parties, that as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements and (ii) promptly (and in no event later than five Business Days after the date hereof) 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. The Buyer shall prepare the documents and pay all filing fees for the filing under the HSR Act. (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside Each of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Agreement, Section 5.8 and will permit the other party parties to review in advance any proposed communication by such party to any Governmental Antitrust AuthorityAuthority in connection therewith. Neither No party will to this Agreement shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry such matter unless it consults with the other party parties in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party parties the opportunity to attend and participate at such meeting. The Seller and Subject to the Purchaser Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party parties may reasonably request in connection with the foregoing matters set forth in this Section 5.8 and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and Subject to the Purchaser Confidentiality Agreement, the 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementforegoing.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will Parties shall use their respective all commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as practicable, including to (i) obtain from Governmental Authorities and, subject to Section 2.6, other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the Transactions, and (ii) as promptly as practicable after the date of this Agreement, to obtain make all Governmental Authorizations (including Environmental Authorizations) fromnecessary filings, and thereafter make all filings with, all Governmental Authorities (including any other national antitrust authorities required submissions, with mandatory pre-merger filing requirements that are deemed by the Seller and the Purchaser, after consulting with one another, respect to be applicable to the transactions contemplated by this Agreement (each “Governmental Antitrust Authority”))required under the HSR Act or any other competition, and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings antitrust or similar information submissions required under applicable antitrust law or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germanyapplicable Law. Notwithstanding the foregoing, the Purchaser will be solely responsible for Each Party shall pay all filing fees due and other charges for the filings by such Party under the HSR Act and any non-US other applicable Laws in connection with competition, antitrust, trade regulation or similar Law. (b) Without limiting the filings described above generality of the Parties’ undertaking pursuant to Section 5.8(a), the Buyer agrees to use its commercially reasonable efforts to avoid or eliminate any impediment to the consummation by the Buyer and neither its Affiliates of the Seller nor Transactions under any antitrust, competition or trade regulation Law that may be asserted by any US, United Kingdom or other governmental antitrust authority or any other party so as to enable the Parties to close expeditiously the Transactions no later than the Termination Date; provided, however, that the Buyer shall not be obligated to sell, divest or dispose of its Affiliates will assets, properties or businesses. In addition, each Party shall use its commercially reasonable efforts to defend through litigation on the merits any claim asserted in court by any Person against such Party in order to avoid entry of, or to have vacated or terminated, any Liability with respect to decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the payment of such filing feesClosing by the Termination Date. (c) The Seller Subject to the Confidentiality Agreement and applicable Laws relating to the Purchaser will promptly notify exchange of information, each Party shall provide the other Party and its advisors (or, if required or advisable under applicable Laws relating to the exchange of information or to the extent related to Excluded Assets or Excluded Liabilities, only to such other Party’s outside counsel on an “attorneys eyes only” basis) with a reasonable opportunity to review in advance, and each will consult the other Party on, the information relating to the Business, the Transferred Assets, the Seller, the Buyer or any of their relevant respective Affiliates, as the case may be, that appears in any merger notification or consequential filing, or other communication, made with, or written materials submitted to any competition authority or a Governmental Authority of competent jurisdiction in connection with the Transactions. Subject to the foregoing confidentiality restrictions, each of the Parties shall keep the other Party appraised of the status of any communication merger notification or filing, including (i) promptly furnishing the other Party with copies of notices or other communications it or any of its Affiliates receives from any Governmental Antitrust Authority to the extent relating to the transactions contemplated by this Agreement, Transactions and will permit (ii) giving the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in Party prior written notice of any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance contact and, to the extent permitted by such Governmental Antitrust Authority, gives the other party Party the opportunity to attend and participate at such meetingmeeting or other contact, with any Governmental Authority with respect to the Transactions. The Seller and Subject to the Purchaser Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party Party may reasonably request in connection with the foregoing and in seeking the Parties agree diligently to pursue early termination of any applicable waiting periods periods, including under the HSR Act. The Seller Act and the Purchaser will provide each other with copies of all correspondenceantitrust, filings competition, or communications between them or any of their representatives, on the one hand, and any Governmental Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementtrade regulation Law.

Consents and Filings. (a) Subject to the terms and conditions of this AgreementThe Seller will, and except with respect to approval by will cause the Bankruptcy CourtCompany to, and the Purchaser will, and will cause each of the parties will its Affiliates to, use their respective its commercially reasonable efforts (i) to take promptly, or cause to be takentaken (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 Proposed Transactions, and (ii) as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations (including Environmental Authorizations) from, give all notices to, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”))Authorities, and to obtain all other consentsConsents from, waivers, approvals and give all other authorizations fromnotices to, all other third partiesPersons, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this AgreementProposed Transactions, including (x) the overseas direct investment report and securities acquisition report, each on the part of the Seller, and the foreign direct investment report, on the part of the Purchaser and (y) notices to Material Customers and to the banks holding security interests in real properties of the Company. (b) Without limiting the generality of the foregoing, the Purchaser shall as promptly as practicable following the Closing, (i) take such actions as are necessary to file or cause to be filed a business combination report to obtain the KFTC Approval to the consummation of the Proposed Transactions, (ii) take such actions as reasonably necessary to obtain the KFTC Approval as soon as reasonably practicable, (iii) as soon as reasonably practicable comply with any request for additional information from the KFTC, and (iv) consult and cooperate with the Seller, and consider in good faith the views of the Seller, in connection with any analyses, presentations, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under the applicable Laws. The Purchaser shall promptly notify the Seller of any material communication made to, or received from, the KFTC regarding the Proposed Transactions. The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authorityshall, as soon as reasonably practicable following practicable, to the date of this Agreement, any filings or similar information submissions required extent permissible under applicable antitrust or other competition Laws of jurisdictions outside of the United States of AmericaLaw and capable to provide by using its commercially reasonable efforts, including the Federal Republic of Germany. Notwithstanding the foregoing, provide the Purchaser will be solely responsible for all filing fees due with any information, documents and assistance reasonably required by the Purchaser to assist the Purchaser in fulfilling its obligations under the HSR Act and any non-US applicable Laws in connection with the filings described above and this Section 6.3(b); provided, however, that, neither the Seller Purchaser nor any of its Affiliates will have shall be required (1) to propose, negotiate, commit to or effect, execute or carry out agreements to sell, divest, lease, license, transfer, hold separate or to take any Liability other action with respect to the payment Purchaser’s or any of such filing fees. its Affiliates’ or the Company’s or any of its Subsidiary’s abilities to own or operate any assets or categories of assets, (c2) The Seller and to undertake any behavioral or conduct remedy that would be material to the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from or the Company, (3) to defend, contest or resist (x) any administrative or judicial action or proceeding instituted (or threatened to be instituted) by a Governmental Antitrust Authority relating to the transactions contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser will provide each other with copies of all correspondence, filings or communications between them Entity or any other governmental or regulatory body challenging the Proposed Transactions or (y) any order or injunction, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of their representativesthe Proposed Transactions, on the one hand, and or (4) to take any Governmental Antitrust Authority action or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementmake any omission that would violate applicable Law.

Consents and Filings. (a) Subject to the terms and conditions of provided in this AgreementSection 5.4, Purchaser and except with respect to approval by the Bankruptcy Court, Company each of the parties will use their respective commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, all things necessary, proper or advisable 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; (ii) as promptly as practicable obtain all Governmental Authorizations that are required to be obtained under applicable Law; (iii) effect all necessary registrations and filings including filings and submissions of information requested or required by any Governmental Authority; and (iv) fulfill all conditions to this Agreement. In no event, however, will the Company or Purchaser be obligated to pay any money to any Person, to offer or grant other financial or other accommodations to any Person, or to waive or not exercise any of its rights or remedies under this Agreement in connection with its obligations under this Section 5.4. (b) Neither Purchaser nor the Company shall (i) participate in any substantive meeting or discussion with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance, and if permitted, allows the other party to participate, or (ii) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the other. (c) The Company will use commercially reasonable efforts in accordance with this Agreement, Delaware Law, the Certificate of Incorporation and its bylaws to obtain the Stockholder Written Consent on or prior to 7:00 a.m. Eastern time the day following the execution and delivery of this Agreement. The Company shall exercise commercially reasonable efforts to obtain the Second Stockholder Written Consent on or prior to twenty (20) days after the date of this Agreement. Upon obtaining the Stockholder Written Consent and the Second Stockholder Written Consent, the Company shall promptly deliver copies of the same to obtain all Governmental Authorizations Purchaser. Promptly (including Environmental Authorizationsand in any case within two (2) fromBusiness Days) of the date of this Agreement, the Company shall prepare, with the cooperation of Purchaser, and make all filings withdeliver to each Company Stockholder other than the Company Stockholders who have executed the Stockholder Written Consent, all Governmental Authorities a notice (including any other national antitrust authorities as it may be amended or supplemented from time to time, the “Stockholder Notice”) comprised of a Confidential Information Statement, Solicitation of Actions by Written Consent of the Stockholders of Segmint Inc., Notice of Action by Written Consent Without a Meeting Pursuant to Section 228 of the Delaware General Corporation Law and Notice of Statutory Appraisal Rights under Section 262 of the Delaware General Corporation Law to the Company Stockholders in connection with mandatory pre-merger filing requirements solicitation of their signatures to the Second Stockholder Written Consent. The Stockholder Notice shall include (x) a statement to the effect that are deemed by the Seller board of directors of the Company has unanimously recommended that the Company Stockholders vote in favor of the adoption of this Agreement and the Purchaser, after consulting with one another, approval of the Merger and (y) such other information as Purchaser and the Company may agree is required or advisable under Delaware Law to be applicable included therein. (d) In furtherance and not in limitation of Section 5.4(a), Purchaser and the Company have each filed, or caused their ultimate parent entity (“UPE”) to file, with the appropriate Governmental Authority the notification and other information required to be filed under the HSR Act with respect to the transactions contemplated by this Agreement (Agreement. Purchaser and the Company will each “Governmental Antitrust Authority”)use, and will cause their UPE to use, commercially reasonable efforts in connection with responding to any inquiries or requests in connection therewith. Purchaser and the Company will each furnish, and will cause their UPE to furnish, as promptly as reasonably practicable any supplemental information and documentary material that may be requested in connection therewith and, subject to this Section 5.4(d), will each take, and will cause their UPE to obtain all other consents, waivers, approvals and other authorizations fromtake, all other third parties, that are commercially reasonable action necessary or advisable to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable. Purchaser and the Company will each furnish, and will cause their UPE to furnish, to the other party such necessary information and reasonable assistance as the other party, or their UPE, may reasonably request in connection with submissions which are necessary under the authorizationHSR Act. Purchaser and the Company will each keep, execution and delivery will cause their UPE to keep, the other party, or their UPE, apprised of the status of any material communications with, and any material inquiries or material requests for additional information, from any Governmental Authority with whom a filing has been made pursuant to the HSR Act. If any objections are asserted with respect to the transactions contemplated hereby under the HSR Act or if any Proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement as violative of the HSR Act, Purchaser and the Company will each use, and will cause their UPE to use, commercially reasonable efforts to promptly resolve such objections and/or avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement. (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of . Notwithstanding anything else contained in this Agreement, any filings the parties agree that “commercially reasonable efforts” shall not include (i) involvement, including, but not limited to defending or similar information submissions required under applicable antitrust participating, in litigation or other competition Laws adversarial Proceedings with any Governmental Authority or private party; (ii) spending in excess of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all Fifty Thousand Dollars ($50,000) on third party out-of-pocket fees and expenses (excluding attorney’s fees and filing fees due associated with the initial filing under the HSR Act and any non-US applicable Laws made in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by this Agreement) to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement or to resolve any objections and/or avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement; or (iii) becoming subject to any term or condition that would require Purchaser, the Company or their respective Affiliates or UPE’s to divest or hold separate any assets or otherwise take or commit to take any action that limits its freedom of action with respect to the business of the Company, Purchaser’s business or any portion thereof, or any of their (or their Affiliates’ or UPEs’) other businesses, product lines or assets. The parties agree that they shall cooperate, and will permit the other party cause their UPE to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filingscooperate, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other as necessary in exchanging such information order to “pull and providing such assistance as the other party may reasonably request re-file” one time in connection with the foregoing and in seeking early termination of any applicable waiting periods including notifications required under the HSR Act. The Seller and the Purchaser will provide each other Act in connection with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Consents and Filings. (a) Subject to Section 2.08 and Section 5.01, Buyer shall be responsible for obtaining all necessary consents, other than the terms State Law Change and conditions the Cincinnati Voter Approval, for the transfer of any Acquired Asset and shall complete all required regulatory filings, including making filings with the STB to obtain the STB Order. Subject to Section 5.01 and to the extent permitted by law, Seller shall undertake all reasonable efforts to obtain the State Law Change and facilitate the Cincinnati Voter Approval, provided that the Parties acknowledge that the conduct of elections and the content of ballots associated with Cincinnati Voter Approval is solely within the authority of the Hxxxxxxx County Board of Elections. At the expense and upon the written request of Buyer, Seller shall use its reasonable best efforts to assist Buyer to obtain as soon as practicable after execution hereof, and prior to Closing, all licenses, permits, consents, waivers, approvals, authorizations, qualifications and orders of Governmental Authorities relating to the Acquired Assets as may be required in order to enable Buyer, CNOTP and Seller to perform their respective obligations under this Agreement, and except each of the agreements and instruments called for hereunder, including required or desired approvals, exemptions or actions, if any, by the STB with respect to approval by the Bankruptcy Court, each Seller’s sale and Buyer’s purchase of the parties will use their respective commercially reasonable efforts Acquired Assets, including (i) to take promptlyassisting Buyer in the preparation and filing of all applications, or cause forms, registrations and notices required to be takenfiled to consummate the transactions contemplated by this Agreement, all actions(ii) cooperating with Buyer in its efforts to obtain any consent or approval of any third party, and to do promptlyincluding any Governmental Authority, or cause required to be done, all things necessary, proper obtained or advisable to consummate and make effective made by Buyer or Seller in connection with the transactions contemplated by this Agreement and (iiiii) as promptly as practicable after the date execution and delivery of this Agreement, any additional instruments necessary to obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger filing requirements that are deemed by the Seller and the Purchaser, after consulting with one another, to be applicable to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Except as mutually agreed by the Parties, Buyer shall make all required filings and notices no later than thirty (each “30) days after the date of the State Law Change. Buyer and Seller shall cooperate and use their reasonable best efforts to respond as promptly as practicable to all inquiries received from the STB or other Governmental Antitrust Authority”Authorities for initial or additional information or documentation. The Parties will provide one another with an opportunity to review and comment upon one another’s proposed filings, and all such filings shall be subject to the approval of both Parties (such approval not to be unreasonably withheld, conditioned or delayed). (b) Without limiting the generality of subsection (a) above, (i) Buyer shall use commercially reasonable efforts to eliminate any objections or concerns asserted with respect to the transactions contemplated hereby by any Governmental Authority with jurisdiction over the enforcement of any laws applicable to Buyer’s acquisition of the Acquired Assets so as to enable the Parties to consummate the transactions contemplated hereby as soon as reasonably practicable and prior to the time at which a Party may terminate this Agreement pursuant to Section 12.05(a), Section 12,05(b), Section 12.05(d) and Section 12.05(e), including but not limited to: entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to obtain or challenging judicial or administrative orders; (ii) Buyer shall take promptly all other consents, waivers, approvals actions and other authorizations from, do all other third parties, things reasonably necessary and proper to avoid or eliminate each and every impediment under any law that are necessary may be asserted by any Governmental Authority or advisable in connection with the authorization, execution and delivery of this Agreement and any other party to the consummation of the transactions contemplated by this Agreement. (b) The Seller and at the Purchaser agree to file Closing in accordance with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date terms of this Agreement, ; (iii) Seller shall provide reasonable assistance to and cooperate with Buyer in the efforts contemplated by this Section 5.09(b); and (iv) Buyer shall reimburse Seller for any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act out-of-pocket costs and any non-US applicable Laws expenses Seller incurs in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing feesthose efforts. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Consents and Filings. (a) Subject to the terms and conditions of provided in this Agreement, and except with respect to approval by the Bankruptcy CourtSection 5.3, each of the parties Party will use their respective its commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, all things necessary, proper or advisable to consummate and make effective as expeditiously as possible the transactions contemplated by this Agreement Contemplated Transactions and to cooperate with each other in connection with the foregoing, including to: (i) obtain any necessary waivers, consents and approvals from other parties to Material Contracts; (ii) as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations that are required to be obtained under any Law and that are material to the Business or for the Contemplated Transactions; (iii) lift or rescind any injunction, restraining order or other Judgment adversely affecting or delaying the ability of the Parties to promptly consummate the Contemplated Transactions; (iv) effect any necessary registrations and filings including Environmental Authorizations) fromfilings and submissions of information required by any Governmental Authority, and make all filings with, all Governmental Authorities (including any other national or multinational antitrust authorities with mandatory pre-merger filing requirements that are deemed mutually agreed by the Seller and the Purchaser, after consulting with one another, Parties to be applicable to the transactions contemplated by Contemplated Transactions; and (v) fulfill all conditions to this Agreement (each “Governmental Antitrust Authority”))Agreement. The Parties further covenant and agree, and with respect to obtain all any threatened or pending preliminary or permanent injunction or other consentsJudgment or Law that would adversely affect or delay the ability of the Parties to consummate the Contemplated Transactions, waiversto use their respective commercially reasonable best efforts to prevent the entry, approvals and enactment or promulgation thereof, as the case may be. In no event, however, will either Party or any of their respective Affiliates be obligated to pay any money to any Person or to offer or grant other authorizations from, all financial or other third parties, that are necessary or advisable accommodations to any Person in connection with the authorization, execution and delivery of its obligations under this Agreement and the consummation Section 5.3. The Parties will keep each other apprised of the transactions contemplated by this Agreement. (b) The Seller and status of matters relating to the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside completion of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act Contemplated Transactions and any non-US applicable Laws work cooperatively in connection with obtaining the filings described above requisite Governmental Authorizations, and neither shall promptly notify the Seller nor other of, and if in writing furnishing the other with copies of, any of its Affiliates will have communications from or with any Liability Governmental Authority with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating Contemplated Transactions. Notwithstanding anything to the transactions contemplated by this Agreementcontrary, Seller shall also remain solely responsible for satisfying the conditions in Section 6.1 (other than 6.1(d)) and will permit the Purchaser shall remain solely responsible for satisfying all conditions in Section 6.2 (other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementthan 6.2(d)).

Consents and Filings. (a) Subject to Section 2.08 and Section 5.01, Buyer shall be responsible for obtaining all necessary consents, other than the terms State Law Change and conditions the Cincinnati Voter Approval, for the transfer of any Acquired Asset and shall complete all required regulatory filings, including making filings with the STB to obtain the STB Order. Subject to Section 5.01 and to the extent permitted by law, Seller shall undertake all reasonable efforts to obtain the State Law Change and facilitate the Cincinnati Voter Approval, provided that the Parties acknowledge that the conduct of elections and the content of ballots associated with Cincinnati Voter Approval is solely within the authority of the Xxxxxxxx County Board of Elections. At the expense and upon the written request of Buyer, Seller shall use its reasonable best efforts to assist Buyer to obtain as soon as practicable after execution hereof, and prior to Closing, all licenses, permits, consents, waivers, approvals, authorizations, qualifications and orders of Governmental Authorities relating to the Acquired Assets as may be required in order to enable Buyer, CNOTP and Seller to perform their respective obligations under this Agreement, and except each of the agreements and instruments called for hereunder, including required or desired approvals, exemptions or actions, if any, by the STB with respect to approval by the Bankruptcy Court, each Seller’s sale and Buyer’s purchase of the parties will use their respective commercially reasonable efforts Acquired Assets, including (i) to take promptlyassisting Buyer in the preparation and filing of all applications, or cause forms, registrations and notices required to be takenfiled to consummate the transactions contemplated by this Agreement, all actions(ii) cooperating with Buyer in its efforts to obtain any consent or approval of any third party, and to do promptlyincluding any Governmental Authority, or cause required to be done, all things necessary, proper obtained or advisable to consummate and make effective made by Buyer or Seller in connection with the transactions contemplated by this Agreement and (iiiii) as promptly as practicable after the date execution and delivery of this Agreement, any additional instruments necessary to obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger filing requirements that are deemed by the Seller and the Purchaser, after consulting with one another, to be applicable to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Except as mutually agreed by the Parties, Buyer shall make all required filings and notices no later than thirty (each “30) days after the date of the State Law Change. Buyer and Seller shall cooperate and use their reasonable best efforts to respond as promptly as practicable to all inquiries received from the STB or other Governmental Antitrust Authority”Authorities for initial or additional information or documentation. The Parties will provide one another with an opportunity to review and comment upon one another’s proposed filings, and all such filings shall be subject to the approval of both Parties (such approval not to be unreasonably withheld, conditioned or delayed). (b) Without limiting the generality of subsection (a) above, (i) Buyer shall use commercially reasonable efforts to eliminate any objections or concerns asserted with respect to the transactions contemplated hereby by any Governmental Authority with jurisdiction over the enforcement of any laws applicable to Buyer’s acquisition of the Acquired Assets so as to enable the Parties to consummate the transactions contemplated hereby as soon as reasonably practicable and prior to the time at which a Party may terminate this Agreement pursuant to Section 12.05(a), Section 12,05(b), Section 12.05(d) and Section 12.05(e), including but not limited to: entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to obtain or challenging judicial or administrative orders; (ii) Buyer shall take promptly all other consents, waivers, approvals actions and other authorizations from, do all other third parties, things reasonably necessary and proper to avoid or eliminate each and every impediment under any law that are necessary may be asserted by any Governmental Authority or advisable in connection with the authorization, execution and delivery of this Agreement and any other party to the consummation of the transactions contemplated by this Agreement. (b) The Seller and at the Purchaser agree to file Closing in accordance with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date terms of this Agreement, ; (iii) Seller shall provide reasonable assistance to and cooperate with Buyer in the efforts contemplated by this Section 5.09(b); and (iv) Buyer shall reimburse Seller for any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act out-of-pocket costs and any non-US applicable Laws expenses Seller incurs in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing feesthose efforts. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will Parties shall use their respective all commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as practicable, including to (i) obtain from Governmental Authorities and, subject to Section 2.6, other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the Transactions, and (ii) as promptly as practicable after the date of this Agreement, to obtain make all Governmental Authorizations (including Environmental Authorizations) fromnecessary filings, and thereafter make all filings with, all Governmental Authorities (including any other national antitrust authorities required submissions, with mandatory pre-merger filing requirements that are deemed by the Seller and the Purchaser, after consulting with one another, respect to be applicable to the transactions contemplated by this Agreement (each “Governmental Antitrust Authority”))required under the HSR Act or any other competition, and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings antitrust or similar information submissions required under applicable antitrust law or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germanyapplicable Law. Notwithstanding the foregoing, the Purchaser will be solely responsible for Each Party shall pay all filing fees due and other charges for the filings by such Party under the HSR Act and any non-US other applicable Laws in connection with competition, antitrust, trade regulation or similar Law. (b) Without limiting the filings described above generality of the Parties' undertaking pursuant to Section 5.8(a), the Buyer agrees to use its commercially reasonable efforts to avoid or eliminate any impediment to the consummation by the Buyer and neither its Affiliates of the Seller nor Transactions under any antitrust, competition or trade regulation Law that may be asserted by any US, United Kingdom or other governmental antitrust authority or any other party so as to enable the Parties to close expeditiously the Transactions no later than the Termination Date; provided, however, that the Buyer shall not be obligated -------- ------- to sell, divest or dispose of its Affiliates will assets, properties or businesses. In addition, each Party shall use its commercially reasonable efforts to defend through litigation on the merits any claim asserted in court by any Person against such Party in order to avoid entry of, or to have vacated or terminated, any Liability with respect to decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the payment of such filing feesClosing by the Termination Date. (c) The Seller Subject to the Confidentiality Agreement and applicable Laws relating to the Purchaser will promptly notify exchange of information, each Party shall provide the other Party and its advisors (or, if required or advisable under applicable Laws relating to the exchange of information or to the extent related to Excluded Assets or Excluded Liabilities, only to such other Party's outside counsel on an "attorneys eyes only" basis) with a reasonable opportunity to review in advance, and each will consult the other Party on, the information relating to the Business, the Transferred Assets, the Seller, the Buyer or any of their relevant respective Affiliates, as the case may be, that appears in any merger notification or consequential filing, or other communication, made with, or written materials submitted to any competition authority or a Governmental Authority of competent jurisdiction in connection with the Transactions. Subject to the foregoing confidentiality restrictions, each of the Parties shall keep the other Party appraised of the status of any communication merger notification or filing, including (i) promptly furnishing the other Party with copies of notices or other communications it or any of its Affiliates receives from any Governmental Antitrust Authority to the extent relating to the transactions contemplated by this Agreement, Transactions and will permit (ii) giving the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in Party prior written notice of any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance contact and, to the extent permitted by such Governmental Antitrust Authority, gives the other party Party the opportunity to attend and participate at such meetingmeeting or other contact, with any Governmental Authority with respect to the Transactions. The Seller and Subject to the Purchaser Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party Party may reasonably request in connection with the foregoing and in seeking the Parties agree diligently to pursue early termination of any applicable waiting periods periods, including under the HSR Act. The Seller Act and the Purchaser will provide each other with copies of all correspondenceantitrust, filings competition, or communications between them or any of their representatives, on the one hand, and any Governmental Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementtrade regulation Law.

Consents and Filings. (a) Subject to the terms and conditions of provided in this AgreementSection 5.3, the Sellers and except with respect to approval by the Bankruptcy Court, Purchaser will each of the parties will use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, all things necessary, proper or advisable 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; (ii) as promptly as practicable after the date of this Agreement, to 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 under Antitrust Laws, including Environmental Authorizations) from, filings and make all filings with, all submissions of information requested or required by any Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger filing requirements Authority that are deemed by the Seller Sellers and the Purchaser, after consulting with one another, to be applicable to the transactions contemplated by this Agreement (each “Governmental Antitrust Authority”)), with any such Antitrust Law filings to be made by the parties as set forth in Section 5.3 of the Seller Disclosure Schedule; and (v) fulfill all conditions to obtain all this Agreement. The Sellers and the Purchaser further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other consentsJudgment or Law that would adversely affect the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement, waiversto use their respective best efforts to prevent the entry, approvals and enactment or promulgation thereof, as the case may be. In no event, however, will the Sellers or any Selling Affiliate be obligated to pay any money to any Person or to offer or grant other authorizations from, all financial or other third parties, that are necessary or advisable accommodations to any Person in connection with their obligations under this Section 5.3. (b) In furtherance and not in limitation of the authorizationforegoing, execution and delivery of the Purchaser will use its best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and under any antitrust, competition or trade regulatory Laws (“Antitrust Laws”). Without limiting the generality of the foregoing, the Purchaser will (i) use its best efforts to avoid the entry of, or to have vacated or terminated, any Judgment that would restrain, prevent or delay the consummation of the transactions contemplated by this Agreement. , including defending through litigation on the merits and through any available appeals any claim asserted in any court by any party, and (bii) The Seller take any and the Purchaser agree all steps necessary to file with the applicable avoid (or eliminate) each and every impediment under any Antitrust Laws that may be asserted by any Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability Authority with respect to the payment transactions contemplated by this Agreement so as to enable the consummation of such filing fees. transactions to occur as expeditiously as possible, including proposing, negotiating, committing to and effecting (cby consent decree, hold separate order or otherwise) The Seller and the sale, divestiture or disposition of such assets or businesses of the Purchaser will promptly notify or its Affiliates or of the other Acquired Companies, or of the Purchased Assets or the Business (or otherwise taking or committing to take any communication it or action that limits its freedom of action with respect to any of the businesses, product lines or assets of the Purchaser or its Affiliates receives from or of the Acquired Companies, or of the Purchased Assets or the Business) as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Judgment in any Proceeding, which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated by this Agreement. The entry by any Governmental Antitrust Authority relating (where it has the power to do so) in any Proceeding brought by a private party or Governmental Antitrust Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, of a Judgment permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of the Purchaser or its Affiliates or of the Acquired Companies, or of the Purchased Assets or the Business be divested or held separate by the Purchaser, or that would otherwise limit the Purchaser’s freedom of action with respect to, or its ability to retain, the Business or any portion thereof or any of the Purchaser’s or its Affiliates’ other businesses, product lines or assets, will not be deemed a failure to satisfy the conditions specified in Section 6.1(c) or 6.1(e). Notwithstanding the foregoing, however, none of the Sellers or any Selling Affiliate will be required to divest or hold separate or otherwise take or commit to take any action that limits its ability to retain in the event of failure to meet any of the conditions set forth in Article 6 the Business or any portion thereof, or its freedom of action with respect to any of its or their other businesses, product lines or assets. (c) The Sellers and the Purchaser will permit keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the requisite Governmental Authorizations, including: (i) cooperating with the other party in connection with filings under any Antitrust Laws, including, with respect to the party making a filing, (A) providing copies of all such documents to the non-filing party and its advisors prior to filing (other than documents containing confidential business information that will be shared only with outside legal counsel to the non-filing party), and (B) considering all reasonable additions, deletions or changes suggested in connection with any such filing; (ii) promptly furnishing to each other all information reasonably required for any application or other filing to be made pursuant to any Antitrust Laws in connection with the transactions contemplated by this Agreement (or where such information constitutes confidential business information of the disclosing party, providing it only to the outside legal counsel to the other party); (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 (other than documents containing confidential business information of the disclosing party that will be shared only with outside legal counsel to the other party); (iv) permitting the other party to review in advance and considering in good faith the views of one another in connection with any proposed material communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of connection with Proceedings under or relating to any filings, investigation Antitrust Laws; (v) not agreeing to participate in any meeting or other inquiry discussion with any Governmental Antitrust Authority in connection with Proceedings under or relating to any Antitrust Laws unless it consults with the other party in advance advance, and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at in such meeting. The Seller meetings or discussions; and the Purchaser will coordinate (vi) consulting and cooperate fully cooperating with each other in exchanging such information and providing such assistance as the other party may reasonably request one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either party to this Agreement in connection with Proceedings under or relating to any Antitrust Laws. If either party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Antitrust Authority with respect to the foregoing 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 seeking early termination compliance with such request. The Purchaser will advise the Sellers promptly in respect of any applicable waiting periods including under the HSR Act. The Seller and understandings, undertakings or agreements (oral or written) which the Purchaser will provide each other proposes to make or enter into with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Antitrust Authority or members of its staff, on the other hand, in connection with respect to this Agreement and the transactions contemplated by this Agreement.

Consents and Filings. (aA) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will Company and the Buyer shall use their respective all commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) as promptly as practicable after the date of this Agreementpracticable, including using commercially reasonable efforts to (i) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any and other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain Persons all other consents, waiversapprovals, approvals authorizations, qualifications and other authorizations from, all other third parties, that orders as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this Agreement. , (bii) The Seller promptly make all necessary filings (which shall remain the sole responsibility of the Buyer), and thereafter make any other required submissions, with respect to this Agreement required under the German Act, the Spanish Act, the Brazilian Act, the Portuguese Act and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, Ukrainian Act and any filings or similar information submissions required under other applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other law of any communication it Governmental Authority and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of the Company and will the Stockholders shall permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree Buyer reasonably to participate in the defense and settlement of any meeting with claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and none of the Company or the Stockholders shall settle or compromise any such claim, suit or cause of action without the Buyer's written consent. With respect to antitrust clearance, the Buyer shall use commercially reasonable efforts to make, within five Business Days of the date hereof, all necessary filings required under the German Act, the Spanish Act, the Portuguese Act and the Ukrainian Act and any other applicable antitrust or competition law of any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, (“Governmental Approvals”). The Company shall promptly furnish to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such Buyer all necessary information and providing such assistance as the other party Buyer may reasonably request in connection with the foregoing preparation of any filing or submission pursuant to any Governmental Approval and the Buyer shall promptly furnish to the Stockholder Representative copies of all written communications (and memoranda setting forth the substance of any oral communication) in seeking early termination connection with any Governmental Approval in connection with this Agreement. The Buyer will consult with the Stockholder Representative prior to any meetings, by telephone or in person, with the staff of any applicable waiting periods including under the HSR ActGovernmental Authority. The Seller Buyer shall promptly respond to any request for additional information pursuant to any Governmental Approval. Upon the terms and subject to the provisions hereof, the Buyer and the Purchaser will provide Company shall each other with copies of all correspondenceuse their reasonable best efforts to resolve objections, filings or communications between them or any of their representativesif any, on the one hand, and as may be asserted by any Governmental Antitrust Authority or members of its staff, on the other hand, with respect to the transactions contemplated by this Agreement under any antitrust or trade or regulatory laws or regulations of any Governmental Authority and to cause the waiting periods or other requirements under the applicable anti-competition Laws to terminate or expire at the earliest possible date. For purposes hereof, “reasonable best efforts” of the Buyer shall include the Buyer’s agreement to hold separate and divest such businesses, products and assets of the Buyer and its Affiliates as may be necessary to obtain the agreement of any Governmental Authority not to seek an injunction against or otherwise oppose the transactions contemplated hereby, on such terms as may be required by such Governmental Authority. The Buyer shall not (and, after Closing, the Buyer shall not permit the Company and any of its Subsidiaries to) consummate another transaction or enter into an agreement with respect to another transaction or take any other action if the intent or reasonably anticipated consequence of such transaction or action is, or would be, to cause any Governmental Authority not to grant approval of any required regulatory approval or materially delay either such approval. (B) The Company shall use reasonable efforts to obtain such third party consents and estoppel certificates as the Buyer may deem necessary or desirable in connection with the transactions contemplated by this Agreement. The Buyer shall cooperate with and assist the Company in obtaining such consents and estoppel certificates; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer may deem adverse to the interests of the Buyer, the Business, the Shares or the Convertible Bonds. The Buyer has been aware through its investigations and acknowledges that certain consents to the transactions contemplated by this Agreement may be required from parties to contracts, leases, licenses or other agreements to which the Company and/or its Subsidiaries is a party (including the Material Contracts) and such consents may not be obtained. The Buyer agrees that the Stockholders shall not have any liability whatsoever to the Buyer (and the Buyer shall not be entitled to assert any claims against the Stockholders) arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement because of the default, acceleration or termination of or loss of right under any such contract, lease, license or other agreement as a result thereof. The Buyer further agrees that no representation, warranty or covenant of the Company contained herein shall be breached or deemed breached and no condition of the Buyer shall be deemed not to be satisfied as a result of the failure to obtain any consent or as a result of any such default, acceleration or termination or loss of right or any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any consent or any default, acceleration or termination or loss of right. (C) The Company shall deliver, as promptly as practicable, to the greatest extent possible by March 26, 2007, but in no event later than April 5, 2007, the audited 2006 Financial Statements (which shall be prepared consistent with past practice and shall be without footnotes), which shall conform in all respects with the Unaudited Financial Statements, except for such failures to conform as would not, in the aggregate, have a Material Adverse Effect. (D) The Stockholders shall cause Ernst & Young LLP to provide to the Buyer, at the Company's expense and as promptly as practicable after the Closing, but in no event later than June 4, 2007, (i) financial statements of the Company and its Subsidiaries in compliance with Regulation S-X under the Securities Act of 1933, as amended, as and when needed to satisfy the Buyer's United States reporting obligations in connection with the transactions contemplated hereby, including audited consolidated financial statements for 2004, 2005 and 2006, interim unaudited consolidated financial statements for March 31, 2006 and 2007, and pro forma financial statements, as may be required in accordance with Regulation S-X, and (ii) written consents, awareness letters and other documents, as requested by the Buyer, with respect to the inclusion of such financial statements in the Buyer's filings with the United States Securities and Exchange Commission. The Company shall provide Ernst & Young LLP with reasonable and customary representation letters in connection therewith.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the The parties will shall use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper necessary or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) as promptly as practicable after the date of this Agreementpracticable, including to (a) obtain from Governmental Entities and other Persons all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waiversclearances, approvals approvals, authorizations, qualifications and other authorizations from, orders and give all other third parties, that notices as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this Agreement. , and (b) The Seller promptly make all necessary filings, and the Purchaser agree thereafter make any other required submissions, with respect to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions Agreement required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of Americalaw, including make the Federal Republic necessary filings under the HSR Act within 10 Business Days after the date hereof. In furtherance and not in limitation of Germany. Notwithstanding the foregoing, the Purchaser will parties shall (i) use their respective reasonable best efforts to take or cause to be solely responsible for taken all filing fees due other actions necessary, proper or advisable to cause the expiration or termination of the waiting period applicable to the Merger under the HSR Act as promptly as reasonably practicable and in any non-US applicable Laws in connection with event no later than the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. Outside Date, (cii) The Seller and the Purchaser will promptly notify the other parties of any communication it or concerning this Agreement and any of its Affiliates receives the transactions contemplated hereby from any Governmental Antitrust Authority relating Entity and consider in good faith the views of the other parties and keep the other parties reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other parties with any written notices or other communications received from, or given to, the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”); and will (iii) permit the other party parties to review in advance draft form any proposed communication to be submitted by such party it to any Governmental Antitrust Authority. Neither party will agree the FTC or the DOJ, with reasonable time and opportunity to participate in any meeting comment, give reasonable consideration to the other party’s comments thereon, and consult with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by such Governmental Antitrust Authoritythe FTC or the DOJ, gives not agree to participate in any meeting or substantive discussion (including any discussion relating to the other party antitrust merits, any potential remedies, commitments or undertakings, the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination timing of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser will provide each other with copies of all correspondencewaivers, filings consents, approvals, permits, orders or communications between them or any of their representatives, on the one handauthorizations, and any Governmental Antitrust Authority agreement regarding the timing of consummation of the Merger) 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 shall prevent any party from responding to or complying with a subpoena or other legal process required by this Agreementlaw or submitting factual information in response to a request therefor.

Consents and Filings. (a) Subject to As soon as reasonably practicable after the terms and conditions date of this Agreement, Buyer and except with respect to approval by Merger Sub, on the Bankruptcy Courtone hand, each of and the parties will Company, on the other hand, shall use their respective all commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, all things necessary, proper necessary or advisable under applicable Laws, Contracts, Leases and Revenue Leases to consummate the Merger and make effective the other transactions contemplated by this Agreement Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Person all documentation to effect all filings, notices (including any carrier change notices), petitions, statements, registrations, submissions of information, applications and other documents required hereunder and (ii) as promptly as practicable obtaining and maintaining all approvals, consents, waivers, permits, notices and authorizations required to be obtained hereunder from any Governmental Authority or other Person to consummate the Merger and this Agreement and the transactions contemplated hereby (the foregoing in this clause (ii), collectively, the “Consents”). In furtherance of the foregoing, Buyer and Merger Sub, on the one hand, and the Company, on the other hand, (i) shall make all necessary filings to obtain the Consents from the FCC and the PUCs listed in Section 2.04 of the Company Disclosure Letter no later than fifteen (15) Business Days after the date of this Agreement, (ii) shall make all necessary filings to obtain all Governmental Authorizations (including Environmental Authorizations) fromnecessary Consents under Section 652 of the Communications Act and the FCC Regulations promulgated thereunder and, and make all filings withif applicable, all Governmental Authorities (including the Consent of any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable Authority required in connection with any necessary Consents under Section 652 of the authorizationCommunications Act and the FCC Regulations promulgated thereunder, execution and delivery (iii) shall make all necessary filings to obtain the Consents from Franchising Authorities listed in Section 2.04(B) of the Company Disclosure Letter (including FCC Forms 394 or other appropriate forms) or other applicable Governmental Authorities no later than twenty (20) Business Days after the date of this Agreement Agreement. Buyer shall promptly, but, to the extent practicable, in no event more than ten (10) Business Days after receipt of such request, furnish to any Governmental Authority from which a Consent is requested such information regarding Buyer, Buyer’s Affiliates or its direct or indirect investors, including financial or other required information relating to the cable and the consummation other media operations of the transactions contemplated by this Agreementsuch Persons, as a Governmental Authority may lawfully and reasonably require in connection with granting such Consent. (b) The Seller parties shall afford one another the opportunity to review and approve the form of each Consent prior to its delivery to the relevant Person, and the Purchaser Company shall not accept or agree or accede to file with any modifications or amendments thereto or in connection with, or any conditions to the applicable Governmental Antitrust AuthorityMerger or transfer of Franchises, as soon as reasonably practicable following Licenses or Material Contracts that are not approved in writing by Buyer, which approval, subject to the date other provisions of this Agreement, shall not be unreasonably withheld or delayed and Buyer shall not accept or agree or accede to any filings modifications or similar information submissions required under applicable antitrust amendments to any form of Consent if it imposes any Retained Franchise Liability on the Company or other competition Laws of jurisdictions outside the Company Stockholders without the prior written approval of the United States Company, which approval shall not be unreasonably withheld or delayed. Each of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to any filing made or actions taken pursuant to this Section 4.04. Each of the transactions contemplated by this AgreementCompany and Buyer shall make its representatives available (at its own expense) to attend one or more meetings of a Governmental Authority from whom a Consent is requested. Subject to Section 4.04(e), and will permit the other no party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry inquiry, unless it consults with the other party parties in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party parties the opportunity to attend and participate at such meeting. The Seller and Subject to the Purchaser Confidentiality Agreement, the parties will (i) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser will (ii) provide each other with copies of all correspondence, filings or communications between them or any of their authorized representatives, on the one hand, and any Governmental Antitrust Authority or members of its staff, on the other hand, with respect to any filings made or actions taken pursuant to this Section 4.04. (c) After the Closing, subject to Buyer’s rights under Section 7.02, the Company Stockholders shall have no further Liability to obtain any Consent not obtained prior to the Closing or for the failure to obtain such Consent, except to the extent related to or resulting from any breach of any representation, warranty or covenant contained in this Agreement. Except as provided below, nothing herein shall require the expenditure or payment of any funds (other than in respect of normal and usual processing fees, filing fees or other similar normal costs imposed by a Governmental Authority or other Person in connection with the granting of a Consent required hereunder (“Consent Fees”), which shall be shared equally by the Company and Buyer) or the giving of any other consideration by Buyer or any of its Affiliates, the Company or any of the Company Subsidiaries or any of the Company Stockholders in order to obtain any Consent; provided, however, that, (i) if in connection with the process of obtaining any Consent, a Franchising Authority imposes any condition or any change to, or mandates the renewal of, a Franchise to which such Consent relates that would be applicable to Buyer or any Insight Company as a requirement for granting its Consent, Buyer shall use commercially reasonable efforts to negotiate with such Franchising Authority, after reasonable consultation with the Company, with respect to such condition, change or renewal; provided, further, that, notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to accept (and without the prior written consent of Buyer, no Insight Company shall accept) any condition, change or renewal term or condition that is imposed by such Franchising Authority unless such condition, change or renewal term or condition (A) is not material relative to the operation of the Franchise in question, (B) is commercially reasonable (taking into account the current competitive environment) and (C) does not require the provision, without arm’s-length consideration, by any Insight Company or Buyer or its Affiliates of any services that any of the foregoing otherwise provides on a fee-for-service basis in the ordinary course of its business, or (ii) if in connection with the process of obtaining any Consent, a Franchising Authority requires any Insight Company to cure past violations under a Franchise to which such consent relates, the Company shall use commercially reasonable efforts to negotiate with such Franchising Authority, and if it is ultimately determined that there is any outstanding Liability for any past violations, the Company shall be responsible for all such Liabilities (the “Retained Franchise Liabilities”). In addition, if any imposed condition or change can be resolved through monetary payments to such Governmental Authority, either Buyer or the Company may elect, in its sole discretion and at its sole cost and expense, to satisfy the full amount of such monetary payments prior to the Closing Date, in which case, the other party shall be deemed to accept such condition or change to the extent so satisfied (which, in the case of any such election by the Company, is referred to as the “Company Franchise Amount”). Subject to the other provisions of this Agreement, each of Buyer and the Company shall use its commercially reasonable efforts to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the matters contemplated by this Section 4.04. (d) Following the date hereof and until the Closing, the Company shall timely send or cause to be sent all required renewal letters pursuant to Section 626(a) of the Communications Act to the proper Governmental Authority with respect to all applicable Franchises of the Systems that are due to expire within thirty (30) months after any date between the date of this Agreement and the transactions contemplated Closing Date. (e) Notwithstanding anything to the contrary contained in this Section 4.04, (i) the obligations of Buyer pursuant to this Section 4.04 shall be subject in all respects to the No Divestiture Standard and Section 4.05(e), (ii) in no event shall Buyer or the Company be required to furnish any information that, based on the advice of counsel, would reasonably be expected to constitute a waiver of any applicable legal privilege or work product protection (provided, that Buyer and the Company shall use commercially reasonable efforts to cooperate with one another to permit disclosure of such information in a manner consistent with the preservation of such legal privilege or work product protection) and (iii) Buyer shall not be required to permit the Company to attend or participate in the portion of any meeting with any Governmental Authority to the extent Buyer reasonably determines in good faith that such participation would reveal to the Company material proprietary, strategic or confidential information about Buyer or its Affiliates and their respective operations so long as the Company’s absence does not prejudice or otherwise adversely impact the Company in connection with the Consent process, including with respect to discussions relating to past violations of the Insight Companies prior to the Closing Date, in which case, the Company shall be entitled to be represented at any such portion of the meeting by this Agreementits legal counsel alone.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Ancillary Agreements as promptly as practicable after the date of this Agreementpracticable, including to (i) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger filing requirements that are deemed by the Seller all consents, registrations, approvals, permits and authorizations and the Purchaser, after consulting with one another, to be expiration or termination of all applicable to the transactions contemplated by this Agreement (each “Governmental Antitrust Authority”)), and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that waiting periods as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and (ii) promptly (and in no event later than 10 Business Days after the date hereof for initial filings required under the HSR Act) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable Law. Without limiting the generality of the foregoing, in the case of the Competition Act Approval: (i) the Buyer shall promptly (and in no event later than 10 Business Days after the date hereof) file with the Commissioner of Competition appointed under Subsection 7(1) of the Competition Act or his designee a submission in support of a request for an advance ruling certificate pursuant to Subsection 102(1) of the Competition Act in respect of the transactions contemplated by this Agreement or a letter from the Commissioner indicating that he does not, as of the date of the letter, intend to make an application under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement; and (ii) unless the Buyer and TreeHouse mutually agree otherwise or agree that such filing should be made on a different date, the Buyer and TreeHouse shall each file or cause to be filed notifications pursuant to paragraph 114(1) of the Competition Act. The Buyer shall pay all filing fees for the filings required under the HSR Act and the Competition Act. (b) The Seller Without limiting the generality of the parties’ undertaking pursuant to Section 5.6(a) the Buyer agrees to use its reasonable best efforts to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority so as to enable the parties hereto to close the transactions contemplated by this Agreement and the Purchaser agree to file with Ancillary Agreements no later than the applicable Governmental Antitrust AuthorityTermination Date, as soon as reasonably practicable following the date including (i) selling, divesting, or otherwise conveying particular assets, categories, portions or parts of this Agreement, any filings assets or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside businesses of the United States Buyer and its Subsidiaries; (ii) agreeing to sell, divest, or otherwise convey any particular asset, category, portion or part of Americaan asset or business of the Business; and (iii) licensing, including holding separate or entering into similar arrangements with respect to its respective assets or the Federal Republic assets of Germanythe Business or conduct of business arrangements or terminating any and all existing relationships and contractual rights and obligations. Notwithstanding If, despite the foregoing, any action is initiated by a Governmental Authority challenging any transaction contemplated by this Agreement as violative of any antitrust Law, the Purchaser will be solely responsible for all filing fees due under Buyer shall use reasonable best efforts to contest and resist any such action in order to avoid entry of, or to have vacated or terminated, any Governmental Order (whether temporary, preliminary or permanent) that would prevent the HSR Act and any non-US applicable Laws in connection with Closing by the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing feesTermination Date. (c) The Seller and Each of the Purchaser will parties shall use reasonable best efforts to promptly notify the other parties of any substantive communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by matters that are the subject of this Agreement, Section 5.6 and will permit the other party parties to review in advance any proposed substantive communication by such party to any Governmental Antitrust AuthorityAuthority in connection therewith. Neither No party will to this Agreement shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry such matter unless it consults with the other party parties in advance and, to the extent advisable and permitted by such Governmental Antitrust Authority, gives the other party parties the opportunity to attend and participate at such meeting. The Seller and Subject to the Purchaser Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party parties may reasonably request in connection with the foregoing matters set forth in this Section 5.6 and in seeking early the expiration or termination of any applicable waiting periods including under the HSR ActAct and obtaining the Competition Act Approval. The Seller and Subject to the Purchaser Confidentiality Agreement, the parties will provide each other with copies of all correspondence, filings or substantive communications between them or any of their representativesRepresentatives, on the one hand, and any Governmental Antitrust Authority or members of its staff, on the other hand, with respect to the foregoing; provided that the parties may redact information from materials provided pursuant to this Agreement Section 5.6 as necessary to remove any competitively sensitive information, comply with contractual commitments, address reasonable privilege concerns or remove references to valuation before sharing with the other party; provided that the parties shall use reasonable best efforts to share complete, unredacted versions of materials containing competitively sensitive information (except HSR filings) on a counsel-to-counsel basis with the other party’s outside legal counsel. For the avoidance of doubt, in no event shall the parties be required to share HSR filings with the other party or their outside legal counsel. The parties shall coordinate with respect to all aspects of strategy and communications regarding matters related to the HSR Act and Competition Act, provided the Buyer shall be entitled to make the final determination as to the appropriate course of action in connection therewith. (d) Certain consents and waivers with respect to the transactions contemplated by this AgreementAgreement may be required from parties to Contracts to which a Business Entity is a party that have not been and may not be obtained. No Business Entity shall have any liability to the Buyer arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any Contract as a result thereof.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and (ii) the Ancillary Agreements as promptly as practicable after the date of this Agreementpracticable, including to (i) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any and other national antitrust authorities with mandatory pre-merger filing requirements that Persons all consents, approvals, authorizations, qualifications and orders as are deemed by necessary for the Seller and the Purchaser, after consulting with one another, to be applicable to consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (each “Governmental Antitrust Authority”))ii) promptly (and in no event later than ten (10) days after the date hereof) make all necessary filings, and thereafter provide such additional information as may be reasonably requested, with respect to obtain all this Agreement required under the HSR Act and any Foreign Antitrust Laws that requires a mandatory merger control filing with respect to the transactions contemplated hereby and (iii) promptly make any filings, and thereafter make any other consentsrequired submissions, waiverswith respect to this Agreement required under any other applicable Law; provided, approvals and other authorizations from, all other third partieshowever, that are none of the Selling Parties or any of their respective Subsidiaries (including any Transferred Company) shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Xxxxx-Xxxxxx. Each of the parties hereto shall furnish to each other party such necessary or advisable information and reasonable assistance as such other party may reasonably request in connection with the authorizationforegoing. Subject to applicable Law relating to the exchange of information, execution DUG and delivery Xxxxx-Xxxxxx shall each have the right to promptly review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the Selling Parties and their respective Subsidiaries (including the Retained Companies and the Transferred Companies) or Xxxxx-Xxxxxx and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the regulatory approvals and consents contemplated hereby. In exercising the foregoing rights, each of DUG and Xxxxx-Xxxxxx shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Authority, DUG and Xxxxx-Xxxxxx shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Selling Parties and their respective Subsidiaries (including the Retained Companies and the Transferred Companies) or Xxxxx-Xxxxxx and its Subsidiaries, as the case may be, from any Governmental Authority or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection therewith. To the extent applicable, all filing fees under the HSR Act or other Foreign Antitrust Law shall be split equally between DUG, on the one hand, and Xxxxx-Xxxxxx, on the other hand. (b) Each of the parties hereto agrees to cooperate and use its commercially reasonable efforts to vigorously contest and resist any action or proceeding, including administrative or judicial action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement, including reasonably pursuing administrative and judicial appeal. (c) Notwithstanding any other provision of this Agreement and to the contrary, in no event shall Xxxxx-Xxxxxx or any of its Affiliates be required to (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any of the assets or businesses of Xxxxx-Xxxxxx or any of its Affiliates or, assuming the consummation of the transactions contemplated by this Agreement. (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under Business, the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it Transferred Assets or any of its the assets or businesses of the Transferred Companies, (ii) agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Transferred Equity Interests), (iii) enter into any agreement that in any way limits the ownership or operation of any business of Xxxxx-Xxxxxx, the Transferred Companies or any of their respective Affiliates receives or (iv) agree to obtain prior approval or other approval from a Governmental Authority, or submit a notification or otherwise notify the Governmental Authority, prior to consummating any Governmental Antitrust Authority relating to future transaction (other than the transactions contemplated by this Agreement) (including, for the avoidance of doubt, by complying with any “consent order” or similar arrangement under the United States Federal Trade Commission’s “prior approval” policy). (d) DUG shall (i) retain PricewaterhouseCoopers LLP to provide to Xxxxx-Xxxxxx financial statements of the Business after giving effect to the transactions contemplated hereby in compliance with Regulation S-X under the Securities Act of 1933, as amended, as and when needed to satisfy Xxxxx-Xxxxxx’x reporting obligations on Form 8-K of the Securities and Exchange Commission (or any amendments thereto) in connection with the transactions contemplated hereby, including audited, interim and pro forma statements as may be required in accordance with Regulation S-X, and will permit the other party (ii) use commercially reasonable efforts to review in advance any proposed communication by cause such party auditors to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, consent to the extent permitted inclusion of such financial statements in Xxxxx-Xxxxxx’x filings on Form 8-K (or any amendments thereto), including by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request auditors with a reasonable and customary representation letter in connection therewith; provided, that any costs incurred in connection with the foregoing shall be borne solely by Xxxxx-Xxxxxx. (e) Each of the Selling Parties shall, upon reasonable request by Xxxxx-Xxxxxx and at Xxxxx-Xxxxxx’x sole cost and expense, execute, or cause to be executed, all documents and provide all assistance as necessary to record the Transferred Companies’ ownership of the Transferred Intellectual Property, including any predecessors in seeking early termination interest to the Selling Parties, their Affiliates, or Related Parties to the Transferred Companies. For a reasonable period of time after the Closing not to exceed one (1) year, upon reasonable request from Xxxxx-Xxxxxx, the Selling Parties shall conduct a reasonably diligent search of any applicable waiting periods including under retained non-transferred documentation and communications exclusively used or produced with or for the HSR Act. The Seller Transferred Intellectual Property (or the portions of any other non-transferred documentation and communications to the Purchaser will provide each other with copies extent such portions exclusively relate to the Transferred Intellectual Property) (which preservation may be in electronic form) for the continued protection or enforcement of all correspondencethe Transferred Intellectual Property should such information not be present in the files transferred to Xxxxx-Xxxxxx or the Transferred Companies at the Closing; provided, filings that none of the Selling Parties shall be required to disclose any such documentation or communications between them to Xxxxx-Xxxxxx (i) that is subject to any attorney-client or other legal privilege except for documentation and communications or portions thereof with the Selling Parties’ outside counsel relating to any of their representativesthird-party Action involving the Transferred Intellectual Property, on or (ii) that would contravene any applicable Laws, fiduciary (or equivalent) duty or binding agreement entered into prior to the one hand, and any Governmental Antitrust Authority date hereof. In no event shall information unrelated to the Business or members of its staff, on the other hand, with respect Transferred Assets be required to this Agreement and the transactions contemplated by this Agreementbe provided.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective all commercially reasonable efforts (i) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise (i) to consummate and make effective obtain the transactions contemplated by this Agreement Required Consents and (ii) promptly to make all necessary filings, and thereafter to make any other required submissions, with respect to this Agreement and the Transactions required under applicable law. (b) Section 5.1(a) notwithstanding, the appropriate Affiliates shall prepare and file, or cause to be prepared and filed, all applications (including FCC Forms 394 or other appropriate forms, to the extent such forms are necessary or appropriate) required to be filed (i) with the FCC and (ii) with any other Governmental Entity that are necessary for the transfer or assignment of the Franchises and the Licenses in connection with the consummation of the Transactions. Each party agrees to cooperate reasonably, diligently, and in good faith with each other party in the preparation of such FCC Forms 394, such other transfer applications related to the Franchises and such other FCC applications related to the Licenses to permit the filing of such FCC Forms 394, such other Franchise transfer applications and such other FCC applications as promptly soon as practicable after the date of this Agreement, . The appropriate Affiliate shall deliver to obtain all each Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger filing requirements Entity that are deemed by the Seller and the Purchaser, after consulting with one another, has granted a Franchise whose consent is not required to be applicable to the transactions contemplated by this Agreement (each “Governmental Antitrust Authority”)), and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary transfer or advisable assign such Franchise in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. (b) The Seller Transactions a notice letter in form and substance reasonably satisfactory to the Purchaser agree to file with parties. In addition, in the applicable Governmental Antitrust Authoritycase of any State- issued Franchise, as soon as reasonably practicable following the date of this Agreementappropriate Affiliate will prepare and file, before and/or after the Closing Date, any filings application, notice or similar information submissions other documentation required under applicable antitrust or other competition Laws of jurisdictions outside of law to authorize the United States of America, including appropriate Regional Operating Entity to conduct cable operations in the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any nonarea presently covered by such State-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing feesissued Franchise. (c) The Seller appropriate Affiliate shall request or cause to be requested all other Required Consents not related to Franchises or Licenses by letter in form and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating substance reasonably satisfactory to the transactions contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Antitrust Authority. Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreementparties.

Consents and Filings. (a) Subject to the terms and conditions of provided in this Agreement, and except with respect to approval by the Bankruptcy CourtSection 5.3, each of the parties Party will use their respective its commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, all things necessary, proper or advisable to consummate and make effective as expeditiously as possible the transactions contemplated by this Agreement Contemplated Transactions and to cooperate with each other in connection with the foregoing, including to: (i) obtain any necessary waivers, consents and approvals from other parties to Material Contracts; (ii) as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations that are required to be obtained under any Law and that are material to the Business or for the Contemplated Transactions; (iii) lift or rescind any injunction, restraining order or other Judgment adversely affecting or delaying the ability of the Parties to promptly consummate the Contemplated Transactions; (iv) effect any necessary registrations and filings including Environmental Authorizations) fromfilings and submissions of information required by any Governmental Authority, and make all filings with, all Governmental Authorities (including any other national or multinational antitrust authorities with mandatory pre-merger filing requirements that are deemed mutually agreed by the Seller and the Purchaser, after consulting with one another, Parties to be applicable to the transactions contemplated by Contemplated Transactions; and (v) fulfill all conditions to this Agreement (each “Governmental Antitrust Authority”))Agreement. The Parties further covenant and agree, and with respect to obtain all any threatened or pending preliminary or permanent injunction or other consentsJudgment or Law that would adversely affect or delay the ability of the Parties to consummate the Contemplated Transactions, waiversto use their respective commercially reasonable best efforts to prevent the entry, approvals and enactment or promulgation thereof, as the case may be. In no event, however, will either Party or any of their respective Affiliates be obligated to pay any money to any Person or to offer or grant other authorizations from, all financial or other third parties, that are necessary or advisable accommodations to any Person in connection with the authorization, execution and delivery of its obligations under this Agreement and the consummation Section 5.3. The Parties will keep each other apprised of the transactions contemplated by this Agreement. (b) The Seller and status of matters relating to the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside completion of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act Contemplated Transactions and any non-US applicable Laws work cooperatively in connection with obtaining the filings described above requisite Governmental Authorizations, and neither shall promptly notify the Seller nor other of, and if in writing furnishing the other with copies of, any of its Affiliates will have communications from or with any Liability Governmental Authority with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating Contemplated Transactions. Notwithstanding anything to the transactions contemplated by this Agreementcontrary, Seller shall also remain solely responsible for satisfying the conditions in Section 6.1 and will permit the Section 6.3 (other party to review than 6.1(d) and Section 6.3(d)) and Purchaser shall remain solely responsible for satisfying all conditions in advance any proposed communication by such party to any Governmental Antitrust AuthoritySection 6.2 and Section 6.4 (other than 6.2(d) and Section 6.4(d)). Neither party will agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.428928/HOUDMS

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective all commercially reasonable efforts (iexcept where a different efforts standard is specifically contemplated by this Agreement) to take promptlytake, or cause to be taken, all actions, and appropriate action to do promptlydo, or cause to be done, all things necessary, proper proper, or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements (iiincluding the Internal Reorganization) as promptly as practicable after the date of this Agreementpracticable, including to (i) obtain all Governmental Authorizations (including Environmental Authorizations) from, and make all filings with, all from Governmental Authorities (including any other national antitrust authorities with mandatory pre-merger 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 (each “Governmental Antitrust Authority”)), and to obtain all other consents, waiversregistrations, approvals approvals, permits and other authorizations from, all other third parties, that as are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, and (ii) promptly (and in no event later than fifteen Business Days after the date hereof) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act, any “blue sky” laws, any other applicable Law, and as set forth on Schedule 4.3(b) of the Disclosure Schedules. The Buyer shall pay all filing fees and other charges for the filing under the HSR Act by all parties. (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, nothing herein shall obligate Buyer or its Affiliates to (i) propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, the Purchaser will sale, divesture, or disposition of its assets, properties, or businesses or of the assets, properties or businesses to be solely responsible for all filing fees due under acquired by it pursuant hereto or in order to avoid any injunction (or to effect the HSR Act and dissolution thereof), temporary restraining order or other Order or decision in any non-US applicable Laws in connection with suit or other Action, (ii) pursue, commence or defend through any Action against any Governmental Authority or (iii) otherwise accept or agree to any requirements, restrictions or limitations on the filings described above and neither conduct of the Seller nor business of the Company Entities, Buyer or any of its Affiliates will have any Liability with respect to the payment of such filing feesBuyer’s Affiliates. (c) The Seller and Each of the Purchaser will parties shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority relating to the transactions contemplated by regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Agreement, ‎Section 6.8 and will permit the other party parties to review in advance any proposed communication by such party to any Governmental Antitrust AuthorityAuthority in connection therewith, to the extent permitted by Law and subject to customary confidentiality protections. Neither No party will to this Agreement shall agree to participate in any meeting with any Governmental Antitrust Authority in respect of any filings, investigation or other inquiry such matter unless it consults with the other party parties in advance and, to the extent permitted by such Governmental Antitrust AuthorityAuthority and applicable Law, gives the other party parties the opportunity to attend and participate at such meeting. The Seller Subject to the Confidentiality Agreement and the Purchaser terms hereof, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party parties may reasonably request in connection with the foregoing matters set forth in this ‎Section 6.8 and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and Subject to the Purchaser Confidentiality Agreement, the 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 Antitrust Authority or members of its staff, on the other hand, with respect to the foregoing (other than with respect to HSR Act filings, for which usual and customary consultation and cooperation is required), in each case, to the extent permitted by Law and subject to customary confidentiality protections. Notwithstanding the foregoing, (x) the Buyer shall control the strategy for obtaining all consents, approvals, or waivers that may be sought from Governmental Authorities pursuant to this ‎Section 6.8 (other than the State Public Utility Approvals), including by directing the timing, nature and substance of any filings, forms, statements, commitments, submissions and communications contemplated by or made in accordance with this ‎Section 6.8, including the preparation thereof (as applicable) and (y) the Seller shall control the strategy for obtaining the required approvals for the California and Pennsylvania public utility approvals described on Schedule 4.3(b) (the “State Public Utility Approvals”), including by directing the timing, nature and substance of any filings, forms, statements, commitments, submissions and communications made in connection with the State Public Utility Approvals, including the preparation thereof (as applicable). The Seller shall provide to Buyer a reasonable amount of time to review and comment on advance drafts of any filings or other written third party communications pertaining to the State Public Utility Approvals, and shall consider in good faith and adopt any reasonable comments made by the Buyer with respect to such filings or communications prior to dissemination of such filings or communications to any Governmental Authority or other Person. No such filing or communication with respect to the State Public Utility Approvals shall be made without the prior consent and approval of Buyer (not to be unreasonably withheld, conditioned or delayed). The Seller shall not, and shall not permit any of the Company Entities or their respective Representatives to, (A) with respect to any State Public Utility Approvals, submit, file or otherwise communicate to any Governmental Authority or its Representatives any proposed disclosure, undertaking, action or similar communication that would be inconsistent with the Buyer’s obligations pursuant to this ‎Section 6.8 or that, in order to obtain and/or implement any conditions precedent to any State Public Utility Approval, would otherwise require Buyer’s consent pursuant to this ‎Section 6.8 or (B) (i) propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of assets, properties or businesses of the Company Entities, Buyer or Buyer’s Affiliates, or in order to avoid any injunction (or to effect the dissolution thereof), temporary restraining order or other Order or decision in any suit or other Action, (ii) pursue, commence or defend through any Action against any Governmental Authority with respect to the assets and operations of the Company Entities, Buyer or Buyer’s Affiliates in connection with the transactions contemplated hereby, or (iii) otherwise accept or agree to any requirements, restrictions or limitations on the conduct of the business of the Company Entities, Buyer or any of Buyer’s Affiliates in connection with the transactions contemplated hereby, in each case, without the Buyer’s prior written consent. (d) Certain consents, notices and waivers with respect to the transactions contemplated by this Agreement and the Ancillary Agreements may be required from parties to Contracts to which a Company Entity is a party that have not been and may not be obtained. Notwithstanding the foregoing, the Seller shall, and shall cause each Company Entity to, use its commercially reasonable efforts to obtain all such consents or waivers and deliver any required notices prior to Closing; provided, that neither the Seller, the Company Entities nor any of their Representatives of Affiliates, shall in connection with the foregoing, without the Buyer’s prior written consent, (i) incur, pay or agree to material out-of-pocket expenses or amounts that will be the obligation of Buyer or the Company Entities or (ii) offer or grant any accommodation or concession to any Person (financial or otherwise, including by any modification or waiver if any Material Contract that would be binding on the Buyer or any Company Entity following the Closing); provided, further, that the Seller shall provide the Buyer with a copy of each notice or request for consent or waiver from any Person (other than a Governmental Authority, which shall be governed by ‎Section 6.8(b) and ‎Section 6.8(c)), promptly following or concurrently with sending such notice or consent or waiver to such Person. (e) With respect to the Clearway Community Energy Princeton facility located at Three Plainsboro Road, Plainsboro, New Jersey (the “Princeton Site”) and the transactions contemplated by this Agreement, prior to the Closing Date, the Seller shall, at its sole cost and expense: (i) be identified to the New Jersey Department of Environmental Protection as the person responsible for compliance with ISRA; (ii) submit a General Information Notice (as such term is defined under ISRA) to the New Jersey Department of Environmental Protection (“NJDEP”) and (iii)(A) achieve Compliance with ISRA, or (B) if the Seller cannot achieve Compliance with ISRA prior to the Closing Date, execute and submit to NJDEP a Remediation Certification (as such term is defined under ISRA) permitting the consummation of the transactions contemplated by this Agreement, including any remediation funding source (as such term is defined under ISRA) required in connection with such Remediation Certification; provided, that, the Buyer shall reimburse the Seller for the costs of such remediation funding source. If the Seller executes a Remediation Certification, from and after the Closing Date, the Seller shall, at its sole cost and expense, take all actions required under applicable Environmental Laws (including ISRA) to achieve Compliance with ISRA. Buyer shall cooperate and not unreasonably interfere with Seller’s actions to achieve Compliance with ISRA. Without in any way limiting the generality of the foregoing, in the event the Seller or the Seller’s LSRP performs or is required to perform any Remedial Actions at the Princeton Site following the Closing Date to achieve Compliance with ISRA, the Seller shall (w) provide the Buyer with reasonable advance notice of the initiation of such Remedial Actions, (x) provide the Buyer with a reasonable, advance opportunity to review, comment on (without any obligation of Seller to adopt any such comments, except to the extent such Remedial Actions unreasonably interfere with operations at the Princeton Site and there is a feasible and reasonable alternative to such Remedial Actions) and copy all documents related to such Remedial Actions, including regarding the scope of any such Remedial Actions, (y) select and implement Remedial Actions which shall not unreasonably interfere with operations at the Princeton Site, except as strictly necessary to achieve Compliance with ISRA without incurring unreasonable cost and (z) upon the completion of the Remedial Action, restore the Princeton Site to substantially the same condition it was in prior to the performance of the Remedial Action (but only to the extent changes in condition resulted from the Remedial Action). For avoidance of doubt, the Seller shall remain responsible for its compliance with ISRA until any audit deficiencies are corrected to the satisfaction of NJDEP during the three (3)-year period such Response Action Outcome remains subject to audit pursuant to ISRA.

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each of the The parties will use their respective commercially reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, all things necessary, proper or advisable under applicable law to consummate and make effective in the most expeditious manner possible the transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate such transactions, (ii) taking all actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Body and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and (ii) to fully carry out the purposes of this Agreement. As soon as promptly as reasonably practicable after and in any event within 15 Business Days following the date execution and delivery of this Agreement, the Company and Lavazza will each file a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the Department of Justice under the HSR Act, will use their respective reasonable best efforts to obtain all Governmental Authorizations (including Environmental Authorizations) fromtermination or expiration of the applicable waiting period and will make any submissions pursuant thereto that may be necessary, and make all filings with, all Governmental Authorities (including proper or advisable. Notwithstanding the foregoing or any other national antitrust authorities provision in this Agreement to the contrary, neither the Company, Lavazza nor any of their respective affiliates will be obligated in connection with mandatory pre-merger 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 to enter into any agreement, consent decree or other commitment requiring the divestiture (including through the granting of any license rights) or holding separate of any assets or subject itself to any restriction on the operation of its or its subsidiaries’ businesses, or to commence, pursue or defend any litigation. (b) In furtherance of the foregoing, the parties to this Agreement will cooperate with each “Governmental Antitrust Authority”)), and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable in connection with the authorization, execution making of all such filings and delivery of this Agreement and the consummation of use reasonable best efforts to (i) furnish all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. , (bii) The Seller and keep the Purchaser agree to file with the applicable Governmental Antitrust Authorityother party informed in all material respects of any material communication received by such party from, as soon as reasonably practicable following the date of this Agreementor given by such party to, any filings Governmental Body and of any material communication received or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws given in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Antitrust Authority proceeding by a private party, in each case relating to the transactions contemplated by this Agreement, (iii) consult with the other party prior to taking a position, and will permit the other party parties to review and discuss in advance advance, and consider in good faith the views of the other in connection with any proposed communication by such party analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Antitrust Authority. Neither Body by or on behalf of either party will agree to participate in any meeting connection with any Governmental Antitrust Authority investigations or proceedings related solely to this Agreement or the transactions contemplated by this Agreement or given in respect of connection with any filings, investigation or other inquiry unless it consults proceeding by a private party and (iv) consult with the other party in advance andof any meeting or conference with, any Governmental Body relating to the extent permitted transactions contemplated by such Governmental Antitrust Authoritythis Agreement or in connection with any proceeding by a private party relating thereto, gives and give the other party the opportunity to attend and participate at in such meetingmeetings and conferences (unless prohibited by such Governmental Body). The Seller Notwithstanding the foregoing, the Company and the Purchaser will coordinate Lavazza may, as each deems advisable and cooperate fully with each other in exchanging such information and providing such assistance as necessary, reasonably designate any competitively sensitive material provided to the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser 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 Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.Section 6.2(b) as “Counsel Only

Consents and Filings. (a) Subject to the terms and conditions of this Agreement, and except with respect to approval by the Bankruptcy Court, each Each of the parties will shall use their respective commercially its reasonable best efforts (i) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary to consummate and make effective, as soon as reasonably possible, the Closing and the other transactions contemplated by this Agreement in accordance with the terms hereof. Without limiting the generality of the foregoing, upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective effective, in the transactions contemplated by this Agreement and most expeditious manner practicable, the Closing, including using reasonable best efforts to accomplish the following: (i) obtain all required or advisable consents, approvals or waivers from third parties, including as required under any Contract, (ii) as promptly as practicable after the date of this Agreement, to obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorizations Authorities and (including Environmental Authorizationsiii) from, and make all necessary registrations, declarations and filings withwith any Governmental Authority, all Governmental Authorities (including any other national antitrust authorities filings required under the HSR Act with mandatory pre-merger filing requirements that are deemed by the Seller United States Federal Trade Commission and the Purchaser, after consulting with one another, to be applicable to Antitrust Division of the transactions contemplated by this Agreement United States Department of Justice (each an “Governmental Antitrust Authority”)). In furtherance and not in limitation of the foregoing, Tenet and to obtain all other consentsUlysses Holdings each shall, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable in connection with no later than 5 Business Days following the authorization, execution and delivery of this Agreement Agreement, cause to be filed a Notification and Report Form pursuant to the consummation of HSR Act with respect to the transactions contemplated hereby and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 7.8 necessary to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable (but in any event prior to the Termination Date). Each party shall substantially comply with any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by an Antitrust Authority relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby; provided, however, with respect to the issuance of any so-called “second request” for additional information or documentary material (or any equivalent subpoena or civil investigative demand) the parties are not required by this provision to substantially comply with any such request unless no other route to termination of the applicable HSR waiting period is available. Tenet, on the one hand, and the Ulysses LLCs, on the other hand, shall each be responsible for one-half of any filing and other similar fees payable in connection with the filing of a Notification and Report Form and any other submissions under the HSR Act. Notwithstanding anything herein to the contrary in this Agreement, Tenet shall not be required by this Section 7.8 or any other provision of this Agreement to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of Tenet, Ulysses Holdings or any of their respective Affiliates or (ii) limit Tenet or NewCo’s freedom of action with respect to, or its ability to consolidate and control, Ulysses Holdings and its Subsidiaries or any of their assets or businesses or any of Tenet’s or its Affiliates’ other assets or businesses, and Ulysses Holdings shall not agree to take any such action, without the prior written consent of Tenet. (b) The Seller and the Purchaser agree to file with the applicable Governmental Antitrust Authority, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under applicable antitrust or other competition Laws of jurisdictions outside of the United States of America, including the Federal Republic of Germany. Notwithstanding the foregoing, the Purchaser will be solely responsible for all filing fees due under the HSR Act and any non-US applicable Laws in connection with the filings described above and neither the Seller nor any of its Affiliates will have any Liability with respect Each party shall promptly furnish to the payment of such filing fees. (c) The Seller and the Purchaser will promptly notify the other party copies of any communication notices or written communications received by it or any of its Affiliates receives from any third party or any Governmental Antitrust Authority relating with respect to the transactions contemplated by this Agreement, and will shall permit the other party party’s counsel an opportunity to review in advance advance, and such party shall consider in good faith the views of such counsel in connection with, any proposed communication written communications by such party and/or its Affiliates to any Governmental Antitrust AuthorityAuthority concerning the transactions contemplated by this Agreement. Neither Each party will agree agrees to provide the other party and its counsel the opportunity, on reasonable advance notice, to participate in any meeting with any Governmental Antitrust Authority substantive meetings or discussions, either in respect of any filingsperson or by telephone, investigation or other inquiry unless it consults with the other between such party in advance and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. The Seller and the Purchaser will provide each other with copies of all correspondence, filings or communications between them or and/or any of their representativesits Affiliates, agents or advisors, on the one hand, and any Governmental Antitrust Authority or members of its staffAuthority, on the other hand, concerning or in connection with respect to this Agreement and the transactions contemplated hereby. (c) Without limitation of any obligations of the parties hereunder, from and after the date of this Agreement (including following the Closing Date), Ulysses Holdings and the Ulysses LLCs shall use commercially reasonable efforts to obtain (and Tenet shall use its commercially reasonable efforts to assist and cooperate with Ulysses Holdings and the Ulysses LLCs in obtaining) documentation, in form and substance reasonably satisfactory to Tenet, evidencing that the counterparties to the Contracts set forth in Schedule 7.8(c) of the Ulysses Disclosure Schedules have (i) consented to the transactions contemplated hereby and have waived any termination, buyout, put/call or other rights which may be triggered in connection with the transactions contemplated hereby, and (ii) acknowledged and agreed that any exclusivity, restrictive covenants, non-competition or similar provisions in such Contracts will not apply to any existing or future businesses of Tenet or any of its Affiliates (other than NewCo); provided, that in no event shall Ulysses Holdings or the Ulysses LLCs be obligated to pay any amounts in seeking to obtain any acknowledgment or agreement contemplated by this Agreementitem (ii) above. All fees, costs and expenses incurred in connection with obtaining any third-party consents shall be Transaction Expenses of Ulysses Holdings.