Common use of Consents and Filings Clause in Contracts

Consents and Filings. The parties shall use their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including to (a) obtain from Governmental Entities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement, and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including, in the case of 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 foregoing, the parties shall (i) use their respective reasonable best efforts to take or cause to be taken all 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 event no later than the Outside Date, (ii) promptly notify the other parties of any communication concerning this Agreement and any of the transactions contemplated hereby from any Governmental 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 (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request therefor.

Consents and Filings. (a) The parties Seller and the Buyer shall use their respective commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary required for the consummation of the transactions contemplated by this Agreement, Agreement and the Ancillary Agreements and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including, in the case of Xxxxxxx and the Company, make the necessary filings under the HSR Act within 10 Business Days after the date hereofor any other applicable Law. In furtherance and not in limitation of the foregoing, the parties 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 Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) use their respective reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause require the expiration or termination divestiture of any assets of the waiting period applicable to Buyer or any of its Affiliates or any portion of the Merger under Business or the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Date, Purchased Assets or (ii) promptly notify limit the other parties Buyer’s freedom of any communication concerning this Agreement action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the transactions contemplated hereby from any Governmental Entity and consider in good faith the views of the Buyer’s or its Affiliates’ 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 assets 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 (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussionsbusinesses; provided, howeverthat the Seller may not, that nothing 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 this Agreement shall prevent any party from responding to manner, or complying with a subpoena (C) impose any restriction, requirement or other legal process required by law limitation on the operation of the Business or submitting factual information in response to a request thereforportion of the Business.

Consents and Filings. (a) The parties Seller and the Buyer shall use their respective commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary required for the consummation of the transactions contemplated by this Agreement, Agreement and the Ancillary Agreements and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including, in the case of Xxxxxxx and the Company, make the necessary filings under the HSR Act within 10 Business Days after the date hereofor any other applicable Law. In furtherance and not in limitation of the foregoing, the parties 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 Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) use their respective reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause require the expiration or termination divestiture of any assets of the waiting period applicable to Buyer or any of its Affiliates or any portion of the Merger under Business or the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Date, Purchased Assets or (ii) promptly notify limit the other parties Buyer’s freedom of any communication concerning this Agreement action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the transactions contemplated hereby from any Governmental Entity and consider in good faith the views of the Buyer’s or its Affiliates’ 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 assets 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 (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussionsbusinesses; provided, howeverthat the Seller may not, that nothing 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 prevent be construed as an agreement to assign any party from responding to or complying with a subpoena Assumed Contract, Permit, Right or other legal process required Purchased Asset that by law or submitting factual information in response to a request therefor.52

Consents and Filings. The parties shall use their reasonable best efforts to takeNo consents, approval or authorization of, or cause to be takendesignation, all appropriate action to dodeclaration or filing with, any governmental entity or any other person on the part of the Parent, Intermediate Holdings or Reorganized Invacare is required in connection with the execution or delivery by Parent, Intermediate Holdings or Reorganized Invacare of this Agreement, the Exchange Agreement, the Intermediate Holdings Warrants (after the CF Transition Date), the Reorganized Invacare Warrants (after the CF Transition Date), 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 as promptly as practicable, including to (a) obtain from Governmental Entities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreementhereby or thereby, and including the Transactions (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including, in the case of 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 which shall only be effective as of the foregoingCF Transition Date or Effective Date, the parties shall as applicable), other than (i) use their respective reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the expiration or termination filing of the waiting period documents set forth in Section 1.4(b)(i) through (v) in accordance with applicable to the Merger under the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Datelaw, (ii) promptly notify those which have previously been obtained and provided to the other parties Holders, (iii) with respect to the performance by Parent, Intermediate Holdings or Reorganized Invacare as applicable of any communication concerning this Agreement their respective obligations hereunder and any thereunder, and the consummation of the transactions contemplated hereby from and thereby, any Governmental Entity consents required to be obtained under the CF Debt Obligations, and consider in good faith (iv) any consent, approval or authorization or filing, the views failure to obtain would not have a material adverse effect on Parent and its Subsidiaries taken as a whole or materially and adversely affect the ability of the other parties and keep the other parties reasonably informed of the status of matters related Parent or its Subsidiaries to consummate the transactions contemplated by this Agreement, including furnishing hereby. Notwithstanding the other parties with any written notices or other communications received from, or given toforegoing, the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”); representations and (iii) permit the other parties to review warranties in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request therefor.this

Consents and Filings. The parties Talisker and Buyer shall use their all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents as promptly as practicable, including to (a) obtain from Governmental Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Transaction Documents, and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including, in the case of Xxxxxxx and the Company, make the necessary filings under the HSR Act within 10 Business Days after or any other applicable Law and (c) 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 date hereofconsummation of the transactions contemplated by this Agreement and the Transaction Documents. In furtherance and not in limitation of the foregoing, Talisker shall permit Buyer reasonably to participate in the parties defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and Talisker shall not settle or compromise any such claim, suit or cause of action without Buyer’s written consent. Notwithstanding anything herein to the contrary, Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) use their respective reasonable best efforts to take require the divestiture of any assets of Buyer or cause to be taken all other actions necessary, proper any of its Affiliates or advisable to cause the expiration or termination any portion of the waiting period applicable to Business or the Merger under the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Date, Business Assets or (ii) promptly notify limit Buyer’s freedom of action with respect to, or its ability to consolidate and control, the other parties of any communication concerning this Agreement and Business or the Business Assets or any of the transactions contemplated hereby from any Governmental Entity and consider in good faith the views of the Buyer’s or its Affiliates’ 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 assets 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 (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforbusinesses.

Consents and Filings. The (a) Each of the parties shall use their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (ai) prepare and file all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, (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 Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement, Agreement and the Ancillary Agreements and (biv) 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 law, including, in the case of Xxxxxxx Antitrust Laws; provided that no party shall be required to pay (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 foregoing, the parties shall (i) use their respective reasonable best efforts to take or cause to be taken all 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 event no later than the Outside Date, (ii) promptly notify the other parties of any communication concerning this Agreement Company and any of its Subsidiaries shall not pay or agree to pay without the transactions contemplated hereby from any Governmental Entity and consider in good faith the views prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed) any fee, penalty or other parties and keep consideration to any third party for any consent or approval required for the other parties reasonably informed consummation of the status of matters related to the transactions contemplated by this AgreementAgreement under any Contract. The Buyer shall pay seventy-five percent (75%), including furnishing 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 with hereto. The Buyer, the Seller and any written notices or other communications received fromof its Subsidiaries shall not take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or given toresult in not obtaining, the Federal Trade Commission (the “FTC”) any permission, approval or the Antitrust Division of the Department of Justice (the “DOJ”); and (iii) permit the other parties to review in draft form any proposed communication consent required to be submitted by it obtained prior to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforClosing.

Consents and Filings. The parties shall use their reasonable best efforts to takeexecution, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate delivery and make effective performance by the Company and Reusables Holdco of this Agreement and the consummation by the Company and Reusables Holdco of the transactions contemplated hereby (including the Share Purchase and Pre-Closing Reorganization) will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of the organizational documents of Seller or any of its Subsidiaries (other than the Company), (ii) assuming compliance with and the making of any required filings under the HSR Act, violate any provision of Law to which the Company or any of its Subsidiaries or Reusables Holdco are subject or require any authorization, consent or approval, or filing with any Governmental Authority under applicable Law, (iii) violate any applicable order, judgment or decree or (iv) violate, result in a breach of or constitute a default under (or an event which would, with the passage of time or the giving of notice, or both, constitute a default), or require the consent of any third party that has not been obtained under any indenture, deed of trust, mortgage, loan or credit agreement, license, permit, contract, lease or other agreement, instrument or commitment to which the Company or any Subsidiary thereof or Reusables Holdco is a party or by this Agreement as promptly as practicablewhich any of them may be bound, including to or result in the creation or imposition of any Lien (aother than Permitted Liens) obtain from Governmental Entities and other Persons all consentsupon any assets or property of the Company or any Subsidiary thereof; except, clearancesin the case of any of clauses (ii) through (iv) above, approvalsfor violations, authorizationsbreaches, qualifications and orders and give all notices as are necessary for defaults, required consents or liens (x) set forth on Schedule 3.4 or (y) that would not, individually or in the aggregate, have a Material Adverse Effect, or prevent, prohibit or otherwise delay the consummation of the transactions contemplated hereby. The execution, delivery and performance by this Agreement, and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including, in the case Company of 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 foregoing, the parties shall (i) use their respective reasonable best efforts to take or cause to be taken all 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 event no later than the Outside Date, (ii) promptly notify the other parties of any communication concerning this Agreement and any the consummation of the transactions contemplated hereby from any Governmental Entity (including the Share Purchase and consider in good faith Pre-Closing Reorganization) will not, with or without the views giving of notice or the other parties and keep the other parties reasonably informed lapse 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 fromtime, or given toboth, the Federal Trade Commission (the “FTC”) or the Antitrust Division violate any provision of the Department of Justice (the “DOJ”); and (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforits organizational documents.

Consents and Filings. (a) The parties Seller and the Buyer shall use their all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (ai) obtain from Governmental Entities Authorities, FHA, Xxxxxx Xxx, Xxxxxxx Mac and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including all third-party consents required under any Seller Contract, (ii) promptly, and (b) promptly in no event more than 20 days following the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including, in the case of Xxxxxxx and the Company, make the necessary filings under the HSR Act within 10 Business Days after 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 date hereof. In furtherance and not in limitation consummation of the foregoingtransactions contemplated by this Agreement and the Ancillary Agreements. Notwithstanding anything herein to the contrary, neither the parties Buyer, Parent nor any of their respective Affiliates shall be required by this Agreement (A) to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) use require the divestiture of any assets of Parent, the Buyer or any of their respective reasonable best efforts Affiliates or any portion of the Purchased Assets or the Included Business or (ii) limit Parent’s or the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Purchased Assets, the Included Business or any of Parent’s, the Buyer’s or their respective Affiliates’ other assets or businesses or (B) to take or cause refrain from taking, or to agree to it, its Affiliates or the Included Business taking or refraining from any action, or to suffer to exist any condition, limitation, restriction or requirement that, individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements, constitutes or would reasonably be taken all other actions necessary, proper or advisable expected to cause result in a Burdensome Condition. The Seller and the expiration or termination Buyer each will cooperate with the reasonable request of the waiting period applicable other in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Seller and the Buyer each agree to supply promptly any additional information and documentary material that may be requested pursuant to the Merger under the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Date, (ii) Act. Each party to this Agreement shall promptly notify the other parties of any written communication concerning it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and any of the transactions contemplated hereby from any Governmental 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 (iii) permit the other parties to review in draft form advance any proposed written communication by such party to be submitted by it to any Governmental Authority and shall provide each other with copies of all written correspondence, filings or communications between them or any of their Representatives, on the FTC one hand, and any Governmental Authority or the DOJmembers of its staff, with reasonable time and opportunity to comment, give reasonable consideration to on the other party’s comments thereonhand. No Party to this Agreement shall participate in any meeting with any Governmental Authority in respect of any filings, and consult investigation or other inquiry unless it consults with each the other party parties in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJsuch Governmental Authority, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with gives the other parties the opportunity to attend and their representatives participate at such meeting. Subject to the Confidentiality Agreement and Section 5.8, the Parties to this Agreement will coordinate and cooperate fully with each other in advance exchanging such information and invites providing such assistance as the other parties’ representatives to attend such meetings and/or discussions; providedparties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act. Notwithstanding any other provision of this Agreement, howeverthe Buyer, that nothing on the one hand, and the Seller, on the other hand, shall each be solely responsible for one half of the fees in this Agreement shall prevent any party from responding to or complying connection with a subpoena or other legal process the filings and submissions required by law or submitting factual information in response to a request thereforunder the HSR Act.

Consents and Filings. The parties (a) Subject to Section 2.08 and Section 5.01, Buyer shall be responsible for obtaining all necessary consents, other than the State Law Change and 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 their its reasonable best efforts to takeassist Buyer to obtain as soon as practicable after execution hereof, or cause and prior to be takenClosing, all appropriate action to dolicenses, or cause to be donepermits, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including to (a) obtain from Governmental Entities and other Persons all consents, clearanceswaivers, approvals, authorizations, qualifications and orders of Governmental Authorities relating to the Acquired Assets as may be required in order to enable Buyer, CNOTP and give Seller to perform their respective obligations under this Agreement, and 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 Seller’s sale and Buyer’s purchase of the Acquired Assets, including (i) assisting Buyer in the preparation and filing of all applications, forms, registrations and notices as are necessary for the consummation of required to be filed to consummate the transactions contemplated by this Agreement, and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including, in the case of 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 foregoing, the parties shall (i) use their respective reasonable best efforts to take or cause to be taken all 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 event no later than the Outside Date, (ii) promptly notify the other parties cooperating with Buyer in its efforts to obtain any consent or approval of any communication concerning this Agreement and any of the transactions contemplated hereby from third party, including any Governmental Entity and consider Authority, required to be obtained or made by Buyer or Seller in good faith the views of the other parties and keep the other parties reasonably informed of the status of matters related to connection with 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”); Agreement and (iii) permit the execution and delivery of any additional instruments necessary 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 (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 parties Governmental Authorities for initial or additional information or documentation. The Parties will provide one another with an opportunity to review in draft form any and comment upon one another’s proposed communication filings, and all such filings shall be subject to the approval of both Parties (such approval not to be submitted by it to the FTC unreasonably withheld, conditioned or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request therefordelayed).

Consents and Filings. The parties shall Subject to the terms and conditions provided in this Section 5.3, each Party will use their its commercially reasonable best efforts to take, or cause to be taken, all appropriate action actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective as expeditiously as possible the transactions contemplated by this Agreement as promptly as practicableContemplated Transactions and to cooperate with each other in connection with the foregoing, including to to: (ai) obtain any necessary waivers, consents and approvals from other parties to Material Contracts; (ii) obtain all Governmental Entities Authorizations that are required to be obtained under any Law and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as that are necessary material to the Business or for the consummation Contemplated Transactions; (iii) lift or rescind any injunction, restraining order or other Judgment adversely affecting or delaying the ability of the transactions contemplated Parties to promptly consummate the Contemplated Transactions; (iv) effect any necessary registrations and filings including filings and submissions of information required by any Governmental Authority, including any national or multinational antitrust authorities with mandatory pre-merger filing requirements that are mutually agreed by the Parties to be applicable to the Contemplated Transactions; and (v) fulfill all conditions to this Agreement, . The Parties further covenant and (b) promptly make all necessary filings, and thereafter make any other required submissionsagree, with respect to this Agreement required under applicable law, including, in any threatened or pending preliminary or permanent injunction or other Judgment or Law that would adversely affect or delay the case of 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 ability of the foregoingParties to consummate the Contemplated Transactions, the parties shall (i) to use their respective commercially reasonable best efforts to take prevent the entry, enactment or cause to be taken all other actions necessarypromulgation thereof, proper as the case may be. In no event, however, will either Party 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 event no later than the Outside Date, (ii) promptly notify the other parties of any communication concerning this Agreement and any of the transactions contemplated hereby from their respective Affiliates be obligated to pay any Governmental Entity and consider money to any Person or to offer or grant other financial or other accommodations to any Person in good faith the views of the connection with its obligations under this Section 5.3. The Parties will keep each other parties and keep the other parties reasonably informed apprised of the status of matters related relating to the transactions contemplated by this Agreementcompletion of the Contemplated Transactions and work cooperatively in connection with obtaining the requisite Governmental Authorizations, including and shall promptly notify the other of, and if in writing furnishing the other parties with copies of, any communications from or 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 (iii) permit the other parties to review in draft form any proposed communication to be submitted by it Governmental Authority with respect to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration Contemplated Transactions. Notwithstanding anything to the contrary, Seller shall also remain solely responsible for satisfying the conditions in Section 6.1 (other party’s comments thereon, than 6.1(d)) and consult with each Purchaser shall remain solely responsible for satisfying all conditions in Section 6.2 (other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforthan 6.2(d)).

Consents and Filings. The parties Seller shall use their all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and consents, orders and give all notices qualifications as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable lawLaw and (c) have lifted, includingoverturned, reversed or vacated any decree, injunction, judgement, order, ruling or other action (whether temporary, preliminary or permanent) that is then in effect and that conditions, enjoins, makes illegal, restrains or otherwise prohibits or restricts the case consummation of Xxxxxxx the transactions contemplated by this Agreement and the Company, make the necessary filings under the HSR Act within 10 Business Days after the date hereofAncillary Agreements. In furtherance and not in limitation of the foregoing, the parties Seller shall permit the Buyer reasonably to participate in the defense and settlement of any Action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such Action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) use their respective reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause require the expiration or termination divestiture of any assets of the waiting period applicable to Buyer or any of its Affiliates or any portion of the Merger under the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Date, Purchased Assets or (ii) promptly notify limit the other parties Buyer’s freedom of any communication concerning this Agreement action with respect to, or its ability to consolidate and control, the Purchased Assets or any of the transactions contemplated hereby from any Governmental Entity and consider in good faith the views of the Buyer’s or its Affiliates’ 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 assets 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 (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforbusinesses.

Consents and Filings. The parties (A) Each of the Company and the Buyer shall use their all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including using commercially reasonable efforts to (ai) obtain from Governmental Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement, and (bii) promptly make all necessary filingsfilings (which shall remain the sole responsibility of the Buyer), and thereafter make any other required submissions, with respect to this Agreement required under applicable lawthe German Act, includingthe Spanish Act, in the case of Xxxxxxx Brazilian Act, the Portuguese Act and the CompanyUkrainian Act and any other applicable antitrust or competition law of any Governmental Authority and (iii) have vacated, make 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 necessary filings under consummation of the HSR Act within 10 Business Days after the date hereoftransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of the parties Company and the Stockholders shall permit the Buyer 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 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 Authority (i“Governmental Approvals”). The Company shall promptly furnish to the Buyer all necessary information as the Buyer may reasonably request in connection with the 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 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 Governmental Authority. The 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 Company shall each use their respective reasonable best efforts to take or cause to resolve objections, if any, as may be taken all 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 event no later than the Outside Date, (ii) promptly notify the other parties of any communication concerning this Agreement and any of the transactions contemplated hereby from asserted by any Governmental 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 Authority with respect to the transactions contemplated by this Agreement, including furnishing Agreement under any antitrust or trade or regulatory laws or regulations of any Governmental Authority and to cause the other parties with any written notices waiting periods or other communications received fromrequirements 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 given towould be, the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”); and (iii) permit the other parties to review in draft form cause any proposed communication Governmental Authority not to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance grant approval of any in-person required regulatory approval or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend materially delay either such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforapproval.

Consents and Filings. The parties Seller and the Buyer shall use their all reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law 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 (a) obtain from Governmental Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement, Agreement and the Ancillary Agreements; (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including, in the case of Xxxxxxx and the Company, make the necessary filings under the HSR Act within 10 Business Days after or any other Applicable Law; and (c) 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 date hereofconsummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the parties shall (i) use their respective the Buyer and the Seller will submit any filing required under the HSR Act within ten Business Days of the date of this Agreement and any other filings under Regulatory Laws within a reasonable best efforts time after the date of this Agreement; and (ii) the Seller shall permit the Buyer reasonably to take direct the defense and settlement of any Action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any Action without the Buyer’s prior written consent. Notwithstanding anything herein to the contrary, the Buyer shall be entitled to direct any antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other person relating to the transaction contemplated or regulatory filings under applicable Regulatory Law; provided, however to the extent permitted by Applicable Laws, each of the Seller and the Buyer shall promptly inform the other of any material communication regarding the transactions contemplated hereby (including phone calls, meetings, and any written communications) between the Seller or the Buyer (as applicable) and any Governmental Entity, and to the extent reasonable and practical permit the Seller or the Buyer (as applicable) to participate in such communication. The Seller or the Buyer shall provide final copies of any written materials provided by the Seller or the Buyer to any Government Entity, provided that the Seller or the Buyer may limit disclosure of such materials to the Buyer’s or the Seller’s (as applicable) outside counsel. If the Seller or the Buyer or any affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Seller or the Buyer (as applicable) shall make, or cause to be taken all other actions necessarymade, proper or advisable to cause the expiration or termination as soon as reasonably practicable, a response in compliance with such request. Each of the waiting period applicable to Seller or the Merger under Buyer shall direct, in its sole discretion, the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Datemaking of such response, (ii) promptly notify the other parties of any communication concerning this Agreement and any of the transactions contemplated hereby from any Governmental Entity and but shall consider in good faith the views of the other. Notwithstanding anything herein to the contrary, the Buyer shall have the right in its sole discretion to determine whether or not the parties will litigate with any Governmental Entity to oppose any enforcement action or remove any court or regulatory orders impeding the ability to consummate the transaction. The Seller shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Entity with respect to any proposed settlement, timing agreement (or agreement with any Governmental Entity that, if entered, would extend any applicable waiting period under the HSR Act or similar law), consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with the Buyer. The Buyer and the Seller shall each use their reasonable best efforts to provide full and effective support of each other parties in all material respects in all such negotiations and keep discussions to the extent requested by the other parties reasonably informed party. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture, sale or licensing of any significant assets of the status Buyer or any of matters related to its Affiliates, (ii) require the transactions contemplated by this Agreementdivestiture, including furnishing sale or licensing of any significant portion of the other parties with any written notices or other communications received from, or given to, the Federal Trade Commission (the “FTC”) Business or the Antitrust Division of the Department of Justice (the “DOJ”); and Purchased Assets, (iii) permit significantly limit the other parties Buyer’s freedom of action with respect to, or its ability to review in draft form any proposed communication to be submitted by it to control and operate, the FTC Business or the DOJPurchased Assets, with reasonable time and opportunity or (iv) significantly limit the Buyer’s freedom of action or business practices, or its ability to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of own or operate any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC Buyer’s or the DOJ unless it consults with the its Affiliates’ other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to assets or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforbusinesses.

Consents and Filings. The parties Seller and the Buyer shall use their all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all provide such notices as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including but not limited to the consents and notices set forth on Schedule 5.11, (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable lawLaw and (c) have vacated, includinglifted, 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 case consummation of Xxxxxxx the transactions contemplated by this Agreement and the Company, make the necessary filings under the HSR Act within 10 Business Days after the date hereofAncillary Agreements. In furtherance and not in limitation of the foregoing, the parties Seller shall permit the Buyer 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 the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) use their respective reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause require the expiration or termination divestiture of any assets of the waiting period applicable to Buyer or any of its Affiliates or any portion of the Merger under Business or the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Date, Purchased Assets or (ii) promptly notify limit the other parties Buyer’s freedom of any communication concerning this Agreement action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the transactions contemplated hereby from any Governmental Entity and consider in good faith the views of the Buyer’s or its Affiliates’ 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 assets 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 (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforbusinesses.

Consents and Filings. The parties Seller and the Buyer shall use their all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (ai) obtain from Governmental Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, and (bii) promptly make all necessary filingshave 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 thereafter make any other required submissionsthat enjoins, with respect to restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement required under applicable law, including, in the case of Xxxxxxx and the Company, make the necessary filings under the HSR Act within 10 Business Days after the date hereofAncillary Agreements. In furtherance and not in limitation of the foregoing, the parties Seller shall (i) use their respective reasonable best efforts permit the Buyer 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 the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section 5.13 to take or cause agree to be taken all undertake any action, including entering into any consent decree, hold separate order or other actions necessaryarrangement, proper or advisable to cause that would (A) require the expiration or termination divestiture of any assets of the waiting period applicable Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (B) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Merger under Business or the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Date, (ii) promptly notify the other parties of any communication concerning this Agreement and Purchased Assets or any of the transactions contemplated hereby from any Governmental Entity and consider in good faith the views of the Buyer’s or its Affiliates’ 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 assets 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 (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforbusinesses.

Consents and Filings. The parties Seller and the Buyer shall use their all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including, but not limited to, the consents from third party licensors with respect to the Inbound Licenses and (b) promptly make all necessary filingshave 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 thereafter make any other required submissionsthat enjoins, with respect to restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement required under applicable law, including, in the case of Xxxxxxx and the Company, make the necessary filings under the HSR Act within 10 Business Days after the date hereofAncillary Agreements. In furtherance and not in limitation of the foregoing, the parties Seller shall permit the Buyer 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 the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section 5.10 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) use their respective reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause require the expiration or termination divestiture of any assets of the waiting period applicable to Buyer or any of its Affiliates or any portion of the Merger under Business or the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Date, Purchased Assets or (ii) promptly notify limit the other parties Buyer’s freedom of any communication concerning this Agreement action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the transactions contemplated hereby from any Governmental Entity and consider in good faith the views of the Buyer’s or its Affiliates’ 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 assets 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 (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforbusinesses.

Consents and Filings. The (a) Each of the parties shall use their commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (ai) obtain from Governmental Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, (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 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 (biii) promptly make all necessary any filings, and thereafter make any other required submissions, with respect to this Agreement required under any other applicable lawLaw; provided, includinghowever, that 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 information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, DUG and 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 of Xxxxxxx 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 the Company, make the necessary filings under the HSR Act within 10 Business Days after the date hereofconsents contemplated hereby. In furtherance exercising the foregoing rights, each of DUG and not in limitation of the foregoing, the parties Xxxxx-Xxxxxx shall (i) use their respective reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the expiration or termination of the waiting period applicable to the Merger under the HSR Act act reasonably and as promptly as reasonably practicable practicable. Subject to applicable Law and in any event no later than the Outside Date, (ii) promptly notify the other parties instructions of any communication concerning this Agreement Governmental Authority, DUG and any of the transactions contemplated hereby from any Governmental Entity and consider in good faith the views of the Xxxxx-Xxxxxx shall keep each other parties and keep the other parties reasonably informed apprised of the status of matters related relating to the completion of the transactions contemplated by this Agreementhereby, including promptly furnishing the other parties with any written copies of notices or other written communications received from, or given to, by the Federal Trade Commission Selling Parties and their respective Subsidiaries (including the “FTC”Retained Companies and the Transferred Companies) or Xxxxx-Xxxxxx and its Subsidiaries, as the Antitrust Division of the Department of Justice (the “DOJ”); and (iii) permit the other parties case may be, from any Governmental Authority or third party with respect to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJsuch transactions, and, to the extent permitted by practicable under the FTC or circumstances, shall provide the DOJ, not agree other party and its counsel with the opportunity to participate in any meeting or substantive discussion (including with any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing Governmental Authority in respect of any waiversfiling, consentsinvestigation or other inquiry in connection therewith. To the extent applicable, approvalsall filing fees under the HSR Act or other Foreign Antitrust Law shall be split equally between DUG, permits, orders or authorizationson the one hand, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with Xxxxx-Xxxxxx, on the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforhand.

Consents and Filings. The parties Seller and the Buyer shall use their all commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Entities Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, and including all third-party consents required under any Material Business Contracts, (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under by any applicable lawLaw and (c) have vacated, includinglifted, 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 case consummation of Xxxxxxx the transactions contemplated by this Agreement and the Company, make the necessary filings under the HSR Act within 10 Business Days after the date hereofAncillary Agreements. In furtherance and not in limitation of the foregoing, the parties Seller shall (i) use their respective reasonable best efforts permit the Buyer 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 the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or cause agree to be taken all undertake any action, including entering into any consent decree, hold separate order or other actions necessaryarrangement, proper or advisable to cause that would (x) require the expiration or termination divestiture of any assets of the waiting period applicable Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (y) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Merger under Business or the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Date, (ii) promptly notify the other parties of any communication concerning this Agreement and Purchased Assets or any of the transactions contemplated hereby from any Governmental Entity and consider in good faith the views of the Buyer’s or its Affiliates’ 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 assets 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 (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request thereforbusinesses.