Common use of Consents, Approvals and Filings; Other Actions Clause in Contracts

Consents, Approvals and Filings; Other Actions. (a) Subject to the terms and conditions hereof, each Party shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, to the extent permitted by applicable Law, to cause the conditions in Article VI to be satisfied as promptly as reasonably practicable after the date hereof (and in any event no later than the Outside Date (as it may be extended under Section 7.1(b)(i)), including making all Filings to or with, and using reasonable best efforts to obtain all Consents of, Governmental Authorities that are necessary, proper or advisable to consummate the Merger (including the HSR Clearance, the Required Filings, the Required Consents, the Specified Filings and the Specified Consents). In addition, the Company shall use reasonable best efforts to obtain all Consents of (i) Persons other than Governmental Authorities and (ii) Governmental Authorities in their capacity as a customer (any such Person, including Governmental Authorities in their capacity as a customer, a “Third Party”) that are necessary, proper or advisable to consummate the Merger; provided, however, that the Company shall not be obligated to make, or commit or agree to make, any concession or payment to, or incur any Liability to, any such Third Party to obtain any such Consent, and may not make any such concession or payment or incur any such Liability, without Parent’s prior written consent or be required to make, or commit or agree to make, any such concession or payment to, or incur any Liability that is not conditioned on the consummation of the Merger; provided, further, that, notwithstanding the obligations of the Company pursuant to this sentence of this Section 5.7(a) to use reasonable best efforts to obtain such Consents from such Third Parties, the Company’s inability or failure to obtain any such Consents, and any consequences to the extent arising out of or related to such inability or failure, including the termination by any such Third Party of a Contract between such Third Party and any Company Entity to the extent related to the Merger, shall in no event (1) be deemed a breach of, or failure to perform or comply with, a covenant or agreement hereunder for purposes of Section 6.2(b) or (2) grant Parent any right to terminate this Agreement pursuant to Section 7.1 or fail to consummate the Merger and the transactions contemplated hereby (for the avoidance of doubt, and not in limitation of the foregoing, this proviso is applicable to the Specified Consent set forth under Item 8 of Section 3.4(b)(iv) of the Company Disclosure Schedule). (b) In furtherance and not in limitation of the covenants contained in Section 5.7(a), Parent shall take or cause to be taken, do or cause to be done, negotiate, commit to, suffer, agree to and effect any action, commitment, condition, contingency, contribution, cost, donation, expense, liability, limitation, loss, obligation, payment, restriction, restraint, requirement, term or undertaking (including any Divestiture Action) to the extent necessary to (i) resolve any objection that a Governmental Authority asserts (or threatens to assert) under any applicable Law related to the Merger and (ii) avoid or eliminate any impediment under any applicable Law asserted by any such Governmental Authority related to the Merger, in each case, to the extent necessary to cause the conditions set forth in Section 6.1(b) and Section 6.1(c) to be satisfied at least three (3) Business Days prior to the Outside Date (as it may be extended under Section 7.1(b)(i)) (collectively, “Regulatory Concessions”); provided, however, that, notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be required (1) to commence or defend any Action against any Governmental Authority in connection with the transactions contemplated hereby (other than administrative applications for reconsideration or similar administrative appeals of adverse administrative determinations brought in administrative forums related to a Required Consent or a Required Filing) or (2) to take or cause to be taken, do or cause to be done, propose, negotiate, commit to, suffer, agree to or effect any Regulatory Concession (including any Divestiture Action) that, individually or in the aggregate with all Regulatory Concessions, would or would reasonably be expected to result in a material adverse effect on the business, assets, Liabilities, financial condition or results of operations of (A) Parent and its Subsidiaries, taken as a whole, (B) the Company Entities, taken as a whole, or (C) Parent and its Subsidiaries (including the Company Entities), taken as a whole, after giving effect to the transactions contemplated hereby (the “Combined Company”); provided that (I) for purposes of each of the foregoing clauses (A) and (C), Parent and its Subsidiaries, taken as a whole, and the Combined Company, respectively, shall be deemed to be of the size, scope and scale, and with the business, assets, Liabilities, financial condition and results of operations, of the Company Entities, taken as a whole, and (II) in determining whether any Regulatory Concession, individually or in the aggregate with all other Regulatory Concessions, would or would reasonably be expected to result in such a material adverse effect under each of the foregoing clauses (A), (B) or (C), any adverse impact on the synergies reasonably expected to be realized from the Merger shall (without duplication) be taken into account (any such Regulatory Concession, individually or in the aggregate, a “Burdensome Condition”). As used herein, a “Divestiture Action” means any divestiture, sale, license or other disposition of, or subjection to any hold-separate order of, any assets (including any Subsidiary, health plan, operation, division, business, product line or business relationship, or the termination, assignment or novation of any Contract or rights) of Parent, the Company, or their respective Affiliates.

Consents, Approvals and Filings; Other Actions. (a) Subject to the terms and conditions hereof, each Party shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, to the extent permitted by applicable Law, to cause the conditions in Article VI V to be satisfied as promptly as reasonably practicable after the date hereof (with the timing for pursuing the Regulatory Approval Process determined in accordance with Section 4.3(b)) and in any event no later than prior to the Outside Date (as it may be extended under Section 7.1(b)(i6.1(b)(i)), including making all Filings related to or with, and using reasonable best efforts to obtain all Consents of, Governmental Authorities the HSR Clearance that are necessary, proper or advisable to consummate the Merger (including the HSR Clearance, the Required Filings, the Required Consents, the Specified Filings and the Specified Consents)Acquisition. In addition, the Company Seller Parties shall, and shall cause the Acquired Entities to, use commercially reasonable best efforts to obtain all Consents set forth in Section 4.3(a) of the Seller Disclosure Schedule (i) Persons other than Governmental Authorities and (ii) Governmental Authorities in their capacity as a customer (any such Person, including Governmental Authorities in their capacity as a customer, a the “Third PartySpecified Consents”) that are necessary, proper or advisable to consummate the Merger); provided, however, that (i) neither the Company Seller Parties nor any Acquired Entity shall not be obligated required to make, or commit or agree to make, any concession or payment to, or incur any Liability to, any such Third Party Person to obtain any such Consent, Specified Consent and may not make any such concession or payment or incur any such Liability, without Parent’s prior written consent or be required to (ii) no Acquired Entity shall make, or commit or agree to make, any such concession or payment to, or incur any Liability that is not conditioned on the consummation of the Merger; providedto, further, that, notwithstanding the obligations of the Company pursuant to this sentence of this Section 5.7(a) to use reasonable best efforts to obtain any such Consents from such Third Parties, the Company’s inability or failure Person to obtain any such ConsentsSpecified Consent without Parent’s prior written consent, and any consequences except to the extent arising out of or related to such inability or failure, including the termination by that any such Third Party of a Contract between such Third Party Liability is discharged and any Company Entity terminated in full prior to the extent related to the Merger, shall in no event (1) be deemed a breach of, or failure to perform or comply with, a covenant or agreement hereunder for purposes of Section 6.2(b) or (2) grant Parent any right to terminate this Agreement pursuant to Section 7.1 or fail to consummate the Merger and the transactions contemplated hereby (for the avoidance of doubt, and not in limitation of the foregoing, this proviso is applicable to the Specified Consent set forth under Item 8 of Section 3.4(b)(iv) of the Company Disclosure Schedule)Closing. (b) In furtherance and not in limitation of the covenants contained in Section 5.7(a4.3(a), Parent (i) shall take or cause use reasonable best efforts to be taken, do or cause to be done, negotiate, commit to, suffer, agree to and effect defend against any action, commitmentproceeding, conditionsuit or other litigation commenced by the Antitrust Division of the Department of Justice (the “Antitrust Division”), contingency, contribution, cost, donation, expense, liability, limitation, loss, obligation, payment, restriction, restraint, requirement, term the Federal Trade Commission (the “FTC”) or undertaking any state attorney general in connection with the Acquisition and (including any Divestiture Actionii) to the extent necessary use reasonable best efforts to (i1) resolve objections, if any, that the Antitrust Division, the FTC or any objection that a Governmental Authority state attorney general asserts (or threatens to assert) under any applicable Law related with respect to the Merger Acquisition and (ii2) avoid or eliminate any each and every impediment under any applicable Law asserted by any such Governmental Authority related to the Merger, in each case, to the extent necessary to cause the conditions set forth in Section 6.1(b) and Section 6.1(c) to be satisfied at least three (3) Business Days prior to the Outside Date (as it may be extended under Section 7.1(b)(i)) (collectively, “Regulatory Concessions”); provided, however, that, notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be required (1) to commence or defend any Action against any Governmental Authority in connection with the transactions contemplated hereby (other than administrative applications for reconsideration or similar administrative appeals of adverse administrative determinations brought in administrative forums related to a Required Consent or a Required Filing) or (2) to take or cause to be taken, do or cause to be done, propose, negotiate, commit to, suffer, agree to or effect any Regulatory Concession (including any Divestiture Action) that, individually or in the aggregate with all Regulatory Concessions, would or would reasonably be expected to result in a material adverse effect on the business, assets, Liabilities, financial condition or results of operations of (A) Parent and its Subsidiaries, taken as a whole, (B) the Company Entities, taken as a whole, or (C) Parent and its Subsidiaries (including the Company Entities), taken as a whole, after giving effect to the transactions contemplated hereby (the “Combined Company”); provided that (I) for purposes of each of the foregoing clauses (A) and (C), Parent and its Subsidiaries, taken as a whole, and the Combined Company, respectively, shall be deemed to be of the size, scope and scale, and with the business, assets, Liabilities, financial condition and results of operations, of the Company Entities, taken as a whole, and (II) in determining whether any Regulatory Concession, individually or in the aggregate with all other Regulatory Concessions, would or would reasonably be expected to result in such a material adverse effect under each of the foregoing clauses (A), (B) or (C), any adverse impact on the synergies reasonably expected to be realized from the Merger shall (without duplication) be taken into account (any such Regulatory Concession, individually or in the aggregate, a “Burdensome Condition”). As used herein, a “Divestiture Action” means any divestiture, sale, license or other disposition of, or subjection to any hold-separate order of, any assets (including any Subsidiary, health plan, operation, division, business, product line or business relationship, or the termination, assignment or novation of any Contract or rights) of ParentAntitrust Division, the Company, FTC or their respective Affiliates.any state attorney general with respect to the

Consents, Approvals and Filings; Other Actions. (a) Subject to the terms and conditions hereof, each Party shall use reasonable best efforts (i) to make all Filings to or with, and to obtain all Consents of, Governmental Authorities that are necessary, proper or advisable to consummate the Mergers and (ii) to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, to the extent permitted by applicable Law, to cause the conditions in Article VI to be satisfied as promptly as reasonably practicable after the date hereof (and in any event no event, not later than three (3) Business Days prior to the Outside Date (as it may be extended under Section 7.1(b)(i))), including making all Filings in each case, subject to or withSection 5.7(d). In addition, and using each Party shall use reasonable best efforts to obtain all Consents of, of Persons other than Governmental Authorities that are necessary, proper or advisable to consummate the Merger (including the HSR Clearance, the Required Filings, the Required Consents, the Specified Filings and the Specified Consents). In addition, the Company shall use reasonable best efforts to obtain all Consents of (i) Persons other than Governmental Authorities and (ii) Governmental Authorities in their capacity as a customer (any such Person, including Governmental Authorities in their capacity as a customer, a “Third Party”) that are necessary, proper or advisable to consummate the MergerMergers; provided, however, that (A) the Company shall not be obligated to make, or commit or agree to make, any concession or payment to, or incur any Liability to, any such Third Party non-Governmental Authority third Person to obtain any such Consent, and may not make any such concession or payment or incur any such Liability, Consent without Parent’s prior written consent or and (B) no Party shall be required to make, or commit or agree to make, any such concession or payment to, or incur any Liability that is not conditioned on the consummation of the Merger; provided, further, that, notwithstanding the obligations of the Company pursuant to this sentence of this Section 5.7(a) to use reasonable best efforts to obtain such Consents from such Third Parties, the Company’s inability or failure to obtain any such Consents, and any consequences to the extent arising out of or related to such inability or failure, including the termination by any such Third Party of a Contract between such Third Party and any Company Entity to the extent related to the Merger, shall in no event (1) be deemed a breach of, or failure to perform or comply with, a covenant or agreement hereunder for purposes of Section 6.2(b) or (2) grant Parent any right to terminate this Agreement pursuant to Section 7.1 or fail to consummate the Merger and the transactions contemplated hereby (for the avoidance of doubt, and not in limitation of the foregoing, this proviso is applicable to the Specified Consent set forth under Item 8 of Section 3.4(b)(iv) of the Company Disclosure Schedule)Mergers. (b) In furtherance and not in limitation of the covenants contained in Section 5.7(a), Parent shall take or cause to be taken, do or cause to be done, propose, negotiate, commit to, suffer, agree to and effect (by consent decree, hold separate order, or otherwise) any actiondivestiture, commitmentsale, conditionlicense or other disposition of, contingencyor the termination, contribution, cost, donation, expense, liability, limitation, loss, obligation, payment, restriction, restraint, requirement, term assignment or undertaking novation of any assets (including any Divestiture Action) Subsidiary, operation, division, business, distribution center, product line, or business relationship), Contract or right of the Parent Entities or the Company Entities, to the extent necessary to (i) resolve any objection objections, if any, that a Governmental Authority asserts (or threatens to assert) under any applicable Law related to the Merger Mergers and (ii) avoid or eliminate any each and every impediment under any applicable Law asserted by any such Governmental Authority related to the MergerMergers, in each case, to the extent necessary to cause the conditions set forth in Section 6.1(b6.1(c) and Section 6.1(c6.1(e) to be satisfied at least as promptly as reasonably practicable (and in any event, not later than three (3) Business Days prior to the Outside Date Date) (as it may be extended under Section 7.1(b)(i)) (in each case subject to Section 5.7(d)) (collectively, “Regulatory Concessions”); provided, however, that, notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be required (1) to commence or defend any Action against any Governmental Authority in connection with the transactions contemplated hereby (other than administrative applications for reconsideration or similar administrative appeals of adverse administrative determinations brought in administrative forums related to a Required Consent or a Required Filing) or (2) to take or cause to be taken, do or cause to be done, propose, negotiate, commit to, suffer, agree to or effect any Regulatory Concession (including any Divestiture Action) that, individually or in the aggregate with all Regulatory Concessions, would or would reasonably be expected to result in a material adverse effect on the business, assets, Liabilities, financial condition or results of operations of (A) Parent and its Subsidiaries, taken as a whole, (B) the Company Entities, taken as a whole, or (C) Parent and its Subsidiaries (including the Company Entities), taken as a whole, after giving effect to the transactions contemplated hereby (the “Combined Company”); provided that (I) for purposes of each of the foregoing clauses (A) and (C), Parent and its Subsidiaries, taken as a whole, and the Combined Company, respectively, shall be deemed to be of the size, scope and scale, and with the business, assets, Liabilities, financial condition and results of operations, of the Company Entities, taken as a whole, and (II) in determining whether any Regulatory Concession, individually or in the aggregate with all other Regulatory Concessions, would or would reasonably be expected to result in such a material adverse effect under each of the foregoing clauses (A), (B) or (C), any adverse impact on the synergies reasonably expected to be realized from the Merger shall (without duplication) be taken into account (any such Regulatory Concession, individually or in the aggregate, a “Burdensome Condition”). As used herein, a “Divestiture Action” means any divestiture, sale, license or other disposition of, or the subjection to any hold-separate order of, any assets (including any Subsidiary, health plan, operation, division, business, product line or business relationship, or the termination, assignment or novation of (each such Regulatory Concession, a “Divestiture Action”), any assets (including any Subsidiary, operation, division, business, distribution center, product line or business relationship), Contract or rightsright of the Parent Entities or the Company Entities that, together with all other assets, Contracts or rights subject to Divestiture Actions (including assets, Contracts or rights of the other Party and its Subsidiaries), collectively generated, directly or indirectly, in excess of $1,800,000,000 of aggregate revenue during the most recently completed applicable fiscal year prior to the date hereof (any such Divestiture Action, a “Burdensome Condition”). If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging the transactions contemplated by this Agreement as violative of Parentany Antitrust Law, each of the Parent and the Company shall cooperate to contest and resist any such action or proceeding, including any action or proceeding that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent, or restrict consummation of the Mergers. (i) As soon as reasonably practicable after the date hereof, taking into account the views and input, if any, from applicable Governmental Authorities, but in no event later than fifteen (15) Business Days after the date hereof, unless a later date is mutually agreed to by the Parties, each of Parent and the Company shall file a notification and report form for the transactions contemplated hereby under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”), (ii) as soon as reasonably practicable after the date hereof, each of Parent and the Company shall make, or cause to be made, any other Filing thereby that may be required by any applicable Antitrust Law and (iii) as soon as reasonably practicable after the date hereof, each of Parent and the Company shall make, or cause to be made, all Filings with or to the FTB Authorities], in each case, that are necessary, proper or advisable to consummate the Mergers. The Parties shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested in connection with any of the foregoing Filings. (d) Each Party shall (i) consult and cooperate reasonably with the other Parties in connection with (A) any Filing contemplated by this Section 5.7 and any analysis, appearance, presentation, memorandum, brief, argument, response to questions from any Governmental Authority, opinion or proposal made or submitted in connection with any such Filing and (B) any Action related to the Mergers or the other transactions contemplated hereby, including any governmental inquiry, investigation or proceeding initiated by a private party, and (ii) keep the other Party reasonably informed and on a reasonably timely basis of (A) any communication received by such Party from, or given by such Party to, any Governmental Authority in connection with the Mergers, including the FTC, the Antitrust Division, and (B) any communication received or given by a private Person in connection with any governmental inquiry, investigation or proceeding, in each case, related to the Mergers; provided, that no Party shall be required to share with any other Party any Personal Information. Except as may be prohibited by any Governmental Authority or by applicable Law, each Party shall permit authorized Representatives of the other Party (and the other Party’s outside counsel) to (1) participate at or in each substantive meeting, conference or telephone call with a representative of a Governmental Authority related to any such Filing or Action, (2) have reasonable access to and be consulted in connection with any material document, opinion or proposal made or submitted to any Governmental Authority in connection with any such Filing or Action and (3) review prior to filing or submission any Filing with or submission to (including any response to questions from) any Governmental Authority submitted as required by Section 5.7(c). The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other Party under this Section 5.7 as “outside counsel only.” The Parties shall coordinate with respect to developing and implementing the overall strategy relating to the Antitrust Laws, including with respect to any Filings and communications with or to any Governmental Authority; provided, however, that, subject to and in accordance with Parent’s covenants and agreements under Section 5.7(a) and Section 5.7(b), Parent shall have the right to make the final determination and take the lead in (w) coordinating and making, including (without prejudice to the requirements of Section 5.7(c)) determining the timing of, all Filings with Governmental Authorities in connection with the Mergers, (x) determining the strategy for, and making all material decisions related to (including determining the timing of proposing any, and the strategy for negotiating any, Regulatory Concessions) the Parties obtaining all Consents of a Governmental Authority contemplated by this Section 5.7 (including the HSR Clearance), (y) coordinating and communicating with Governmental Authorities related to the Parties obtaining all Consents of a Governmental Authority contemplated by this Section 5.7 and (z) resolving any Action related to any such Filing or Consent or the Mergers by any Governmental Authority, including any governmental inquiry, investigation or proceeding initiated by a private party. Notwithstanding the Company’s covenants and agreements under Section 5.7(a), without Parent’s prior written consent, the Company shall not, and shall not permit any Company Entity or any of their respective AffiliatesRepresentatives to, take or cause to be taken, do or cause to be done, propose, negotiate, commit to, suffer, agree to or effect any Regulatory Concession. For the avoidance of doubt, this Section 5.7(d) shall not apply to Tax matters. (e) Each of Parent and the Company agrees that, prior to the First Effective Time, it shall not, and shall ensure that none of its respective Subsidiaries shall, consummate or enter into any agreement providing for any investment, acquisition, divestiture, business combination or other transaction (i) that would reasonably be expected to prevent the consummation of the Mergers from occurring prior to the Outside Date (as it may be extended under Section 7.1(b)(i)) or (ii) whereby Parent or any of its Subsidiaries would acquire all or a part of any Person engaged in or assets used in (in each case, other than in immaterial respects) wholesale warehousing and distribution to convenience stores.

Consents, Approvals and Filings; Other Actions. (a) Subject to the terms and conditions hereof, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, to the extent permitted by applicable Law, to cause the conditions to the Closing in Article VI ARTICLE VII to be satisfied as promptly as reasonably practicable after the date hereof hereof. (b) Notwithstanding anything herein to the contrary, and in any event no later than the Outside Date (as it may be extended under furtherance of Section 7.1(b)(i)6.2(a), including making all each Party shall (i) make or cause to be made the Filings required of such Party related to or withthe Acquisition as promptly as reasonably practicable after the date hereof, (ii) make any Specified Filings required to be made thereby and using reasonable best efforts to obtain all Consents of, Governmental Authorities that are any Filings necessary, proper or advisable to obtain any Specified Consent, in each case, as soon as reasonably practicable after the date hereof, (iii) comply at the earliest reasonably practicable date with any request by any Governmental Entity in respect of any Specified Filings or Specified Consents or otherwise with respect to the Acquisition, and (iv) act in good faith and reasonably cooperate with the other Parties in connection with any such Filings and in obtaining any Consent of a Governmental Entity that is necessary to consummate the Merger Closing. Without limiting the foregoing, neither the Buyers nor the Sellers nor any of their respective Affiliates shall extend any waiting period or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby, except with the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed) or upon final order of court of competent jurisdiction. (c) To the extent not prohibited by applicable Law, each Party shall use its commercially reasonable efforts to furnish to the other all information required for any Filing to be made to a Governmental Entity pursuant to applicable Law in connection with the Acquisition. Each of Buyers, on the one hand, and the Sellers, on the other hand, shall give the other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such Filing or Consent. Without limiting the generality of the foregoing, all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, Filings, arguments, and proposals made by or on behalf of either Party before any Governmental Entity or the staff or regulators of any Governmental Entity, in connection with the transactions contemplated by this Agreement (but, for the avoidance of doubt, not including any interactions between any Buyer or any Seller with Governmental Entities in the HSR ClearanceOrdinary Course of Business or any disclosure which is not permitted by Lxx) shall be disclosed to the other Party hereunder in advance of such Filing, submission or attendance, it being the intent and obligation of the Parties to consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. None of the Buyers nor any Seller nor any of their respective Affiliates shall participate in any substantive communication with any Governmental Entity in respect of any such filings, investigation, comments, questions or other inquiry without giving the other prior notice of the meeting and, to the extent not prohibited by such Governmental Entity, the Required Filingsopportunity to attend and/or participate. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to the Required Consents, the Specified Filings other under this Section 6.2(c) or any other section of this Agreement as “outside counsel only.” Such materials and the Specified Consents). In additioninformation contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the Company recipient without the advance written consent of the Party providing such materials and each Party shall use reasonable best efforts be permitted to obtain all Consents redact any materials (A) to remove references concerning the valuation of the Acquired Entities, (iB) Persons other than Governmental Authorities as necessary to comply with contractual arrangements or applicable Law, and (iiC) Governmental Authorities as necessary to address reasonable attorney-client or other privilege concerns. (d) Notwithstanding anything herein to the contrary, and in furtherance and without limiting any of Buyers’ covenants and agreements under Section 6.2(a) and Section 6.2(b), Buyers shall, and shall cause their capacity as a customer (any such Personrespective Representatives to, including Governmental Authorities in their capacity as a customer, a “Third Party”) that are take all actions necessary, proper or advisable to consummate the Merger; provided, however, (i) avoid or eliminate each and every impediment that the Company shall not may be obligated asserted by a Governmental Entity related to make, any Filings or commit or agree to make, any concession or payment to, or incur any Liability to, any such Third Party to obtain any such Consent, and may not make any such concession or payment or incur any such Liability, without Parent’s prior written consent or be required to make, or commit or agree to make, any such concession or payment to, or incur any Liability that is not conditioned on the consummation of the Merger; provided, further, that, notwithstanding the obligations of the Company pursuant to this sentence of Consents contemplated by this Section 5.7(a) to use reasonable best efforts to obtain such Consents from such Third Parties6.2, the Company’s inability Acquisition or failure to obtain any such Consents, and any consequences to the extent arising out of or related to such inability or failure, including the termination by any such Third Party of a Contract between such Third Party and any Company Entity to the extent related to the Merger, shall in no event (1) be deemed a breach of, or failure to perform or comply with, a covenant or agreement hereunder for purposes of Section 6.2(b) or (2) grant Parent any right to terminate this Agreement pursuant to Section 7.1 or fail to consummate the Merger and the other transactions contemplated hereby (for the avoidance of doubt, and not in limitation of the foregoing, this proviso is applicable to the Specified Consent set forth under Item 8 of Section 3.4(b)(iv) of the Company Disclosure Schedule). (b) In furtherance and not in limitation of the covenants contained in Section 5.7(a), Parent shall take or cause to be taken, do or cause to be done, negotiate, commit to, suffer, agree to and effect any action, commitment, condition, contingency, contribution, cost, donation, expense, liability, limitation, loss, obligation, payment, restriction, restraint, requirement, term or undertaking (including any Divestiture Action) to the extent necessary to (i) resolve any objection that a Governmental Authority asserts (or threatens to assert) under any applicable Law related to the Merger as soon as practicable and (ii) avoid or eliminate any impediment under any applicable Law asserted by any such Governmental Authority related enable the Closing to the Mergeroccur as soon as practicable, in each case, which actions shall include (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, settlement or otherwise, the extent necessary sale, divestiture, licensing or disposition of any assets or businesses of Buyers or their respective Affiliates (including, after the Closing, the Acquired Entities), (B) terminating existing relationships, contractual rights or obligations of Buyers or their respective Affiliates (including, after the Closing, the Acquired Entities), (C) agreeing to cause any limitation on the conditions set forth in Section 6.1(bconduct of Buyers or their respective Affiliates (including, after the Closing, the Acquired Entities), (D) and Section 6.1(c) to be satisfied at least three (3) Business Days prior to the Outside Date (taking any other action as it may be extended under Section 7.1(b)(irequired by a Governmental Entity in order to obtain any Consent thereof that is necessary, appropriate or advisable to consummate the Closing or avoiding the entry of, or having vacated, lifted, dissolved, reversed or overturned any Legal Restraint, in each case, as soon as possible (each of the actions described in the foregoing clauses (A)–(D)) (collectively, a “Regulatory ConcessionsConcession”); provided, however(E) not taking any action, thatincluding acquiring any asset, notwithstanding property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise) that could reasonably be expected to adversely affect obtaining or making any Consent or Filing contemplated by this Section 6.2 or the timely receipt thereof and (F) defending through litigation on the merits, including appeals, any Claim asserted in any court or other proceeding by any Person, including any Governmental Entity, that seeks to or could prevent or prohibit or impede, interfere with or delay the consummation of the Closing. (e) Notwithstanding anything herein to the contrary, neither Parent any Seller nor any of its Affiliates (except for the Acquired Entities) shall be required (1) to commence make or defend any Action against any Governmental Authority in connection with the transactions contemplated hereby (other than administrative applications for reconsideration or similar administrative appeals of adverse administrative determinations brought in administrative forums related to a Required Consent or a Required Filing) or (2) to take or cause to be taken, do or cause to be done, propose, negotiate, commit to, suffer, agree to or effect any Regulatory Concession Concession, and the Acquired Entities shall not be required to make or agree to any Regulatory Concession, that is not conditioned upon the consummation of the Closing. (including f) No Party shall take any Divestiture Action) that, individually or in the aggregate with all Regulatory Concessions, would or would actions that could reasonably be expected to result in the Acquisition constituting a “material adverse effect on the businesschange transaction,” as defined by Cxx. Code Regs. tit. 2, assets§ 97431, Liabilities, financial condition or results of operations of (A) Parent trigger any notice or filing requirement pursuant to Cal. Health & Safety Code § 127507 and its Subsidiaries, taken as a whole, (B) the Company Entities, taken as a whole, or (C) Parent and its Subsidiaries (including the Company Entities), taken as a whole, after giving effect to the transactions contemplated hereby (the “Combined Company”); provided that (I) for purposes of each of the foregoing clauses (A) and (C), Parent and its Subsidiaries, taken as a whole, and the Combined Company, respectively, shall be deemed to be of the size, scope and scale, and with the business, assets, Liabilities, financial condition and results of operations, of the Company Entities, taken as a whole, and (II) in determining whether any Regulatory Concession, individually or in the aggregate with all other Regulatory Concessions, would or would reasonably be expected to result in such a material adverse effect under each of the foregoing clauses (A), (B) or (C), any adverse impact on the synergies reasonably expected to be realized from the Merger shall (without duplication) be taken into account (any such Regulatory Concession, individually or in the aggregate, a “Burdensome Condition”). As used herein, a “Divestiture Action” means any divestiture, sale, license or other disposition of, or subjection to any hold-separate order of, any assets (including any Subsidiary, health plan, operation, division, business, product line or business relationship, or the termination, assignment or novation of any Contract or rights) of Parent, the Company, or their respective Affiliatesimplementing regulations.