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

Consents, Approvals and Filings; Other Actions. (a) On the terms and subject to the 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 to cause the conditions in Article VI to be satisfied as soon as reasonably practicable after the date hereof and in any event no later than the date that is two (2) Business Days prior to the End Date, including using reasonable best efforts to (i) prepare and make all Filings with Governmental Authorities that are necessary to consummate the Closing; and (ii) obtain all Consents of Governmental Authorities that are necessary to consummate the Closing, including the HSR Clearance, the CFIUS Clearance and the FERC Approval. (b) In furtherance, and without limiting the generality, of Section 5.2(a), each Party shall, and shall cause its Representatives to, (i) make or cause to be made the initial Filings of such Party or its Representatives required by the HSR Act and the FPA related to the Acquisition within ten (10) Business Days after the date hereof (and shall request early termination of the waiting period under the HSR Act applicable to the Transactions); (ii) make or cause to be made all other Filings with Governmental Authorities required of such Party or its Affiliates that are necessary to consummate the Closing or to obtain all Consents of Governmental Authorities that are necessary to consummate the Closing, in each case, as soon as reasonably practicable after the date hereof; (iii) provide as soon as reasonably practicable all information required by applicable Law to be provided to any Governmental Authority in connection with any such Filings or Consents and comply at the earliest reasonably practicable date with any request from a Governmental Authority for additional information, documents or other materials received by such Party or its Representatives related to such Filings or the Transactions; and (iv) act in good faith and reasonably cooperate with the other Party in connection with any such Filings and in obtaining any Consent of a Governmental Authority that is necessary to consummate the Transactions. (c) In furtherance, and without limiting the generality, of Section 5.2(a), each Party shall, and shall cause its Representatives to, promptly make any final filing in connection with the CFIUS Clearance and in accordance with the DPA after receipt of confirmation that CFIUS has no further comment to the draft filing made prior to the date hereof, and provide any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transactions within the timeframes set forth in the DPA. (d) To the extent not prohibited by applicable Law, each Party shall use reasonable best efforts to furnish to each other all information required for any Filing to be made to a Governmental Authority by applicable Law in connection with the Transactions. Each of Buyer and Seller shall give the other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such Filing or Consent and shall not independently participate in any meeting, or engage in any substantive conversation, discussion or negotiation, with any Governmental Authority related to any such Filing or Consent, or related to any Claims by such Governmental Authority related to the Transactions, without giving the other (1) prior written notice of such meeting, conversation, discussion or negotiation; and (2) unless prohibited by such Governmental Authority, the opportunity to attend or participate therein. Each of Buyer and Seller shall consult and cooperate with the other in good faith in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of such Party in connection with any Claim by a Governmental Authority related to such Filings or the Transactions; provided, however, that any materials and information provided by and among the Parties pursuant to this Section 5.2(d) may be redacted (I) to remove references concerning valuation, (II) as necessary to comply with contractual arrangements and (III) as necessary to address reasonable privilege concerns. Without limiting the foregoing, each Party shall not, and shall cause their respective Representatives not to, enter into any agreement with any Governmental Authority not to consummate the Transactions without the prior written consent of the other Party. All filing fees payable in connection with any such Filings or Consents shall be borne and payable equally by the Parties; provided, that Buyer shall bear and pay those filing fees incurred in connection with the Filings made related to the CFIUS Clearance. (e) With respect to obtaining the FERC Approval, Buyer, Seller and each of their Affiliates shall reasonably cooperate and consult with each other in such efforts, including the preparation and filing of a joint application (if Buyer or an Affiliate of Buyer requests to be a co-applicant), requesting expedited consideration of the application by FERC, providing information required to be included in the application filed with the FERC, reviewing drafts of the application, and responding to any inquiries from FERC staff with respect to such application, responding to any protests filed with respect to such application and, if necessary, seeking rehearing of any FERC order. Seller shall prepare and provide to Buyer a draft of the Section 203 application within five (5) Business Days from the date of this Agreement, and after Buyer’s review and comment, including Buyer’s determination as to whether it or an Affiliate of Buyer will be a co-applicant, submit the application to FERC. Each Party shall bear its own legal expenses with respect to the preparation and filing of the Section 203 application. (f) In furtherance, and without limiting any, of Buyer’s covenants and agreements under Section 5.2(a) and Section 5.2(b), with respect to obtaining Consents of Governmental Authorities, Buyer shall, and shall cause Commodore US Holding Corporation and its Subsidiaries (the “Restricted Group”) to, use reasonable best efforts to take all actions necessary, proper or advisable to (i) avoid or eliminate each and every impediment that may be asserted by a Governmental Authority related to any Filings or Consents with any Governmental Authority contemplated by this Section 5.2 or the Transactions as soon as practicable; and (ii) to enable the Closing to occur as soon as practicable, in each case, which actions shall include (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, settlement or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Acquired Companies; (2) terminating existing relationships, contractual rights or obligations of Buyer or its Subsidiaries (including, after the Closing, the Acquired Companies); (3) agreeing to any limitation on the conduct of Buyer or its Subsidiaries (including, after the Closing, the Acquired Companies); (4) taking any other action in respect of the Acquired Companies as may be required by a Governmental Authority in order to obtain any Consent thereof that is necessary, appropriate or advisable to consummate the Transactions, or avoiding the entry of, or having vacated, lifted, dissolved, reversed or overturned any Legal Restraint, in each case, as soon as possible and in any event prior to the End Date (each of the actions described in the foregoing clauses (1) through (4), a “Regulatory Concession”); (5) not taking any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), that would reasonably be expected to materially adversely affect obtaining or making any Consent or Filing with any Governmental Authority 60 contemplated by this Section 5.2 or the timely receipt thereof; and (6) defending through litigation on the merits, including appeals, any Claim asserted in any court or other proceeding by any Person, including any Governmental Authority, that seeks to prevent or prohibit or impede, interfere with or delay the consummation of the Transactions by the End Date; provided, however, that the provisions of this Section 5.2 shall not be construed to require (x) the undertaking of any Regulatory Concession, if the taking of such Regulatory Concession, (i) individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the financial condition, businesses or results of operations of (A) the FS Development Platform, (B) any Principal Project, (C) the Acquired Companies (with respect to this clause (C), taken as a whole), or (D) with respect to the actions described in clauses (2) through (4) of the definition of Regulatory Concession, Buyer and any of its Subsidiaries (other than the Acquired Companies) (with respect to this clause (D), taken as a whole), and/or (ii) is not conditioned upon the consummation of the Closing; or (y) with respect to the CFIUS Clearance, the undertaking of (i) any Regulatory Concession set forth in clauses (1) or (2) of the definition thereof, or (ii) any Regulatory Concession set forth in clauses (3) or (4) of the definition thereof or any mitigation or other measure of Buyer or any other member within the Restricted Group, requested by CFIUS or to obtain the CFIUS Clearance, in each case of this clause (ii), other than de minimis limitations, actions, mitigation or measures affecting solely Buyer or any of its Subsidiaries that do not, or would not reasonably be expected to, limit Buyer’s or its Subsidiaries’ (including, after the Closing, the Acquired Companies) ability to govern, retain, control or operate any of its or their respective assets, projects or businesses. Neither Seller nor any of its respective Affiliates shall, without Buyer’s written consent, in Buyer’s sole discretion, commit to any divestiture transaction, or commit to alter their businesses or commercial practices, or otherwise commit to take any action that limits Buyer’s freedom of action with respect to (A) the FS Development Platform, (B) any Principal Project, or (C) itself or any of its Affiliates (including, after the Closing, the Acquired Companies). For the avoidance of doubt, the provisions of this Section 5.2(f) shall not be construed to require Buyer or any of its Affiliates to undertake any Regulatory Concession with respect to (I) clauses (2) through (4) of the definition of Regulatory Concession, in respect of any Affiliates of Buyer other than Buyer and its Subsidiaries (including, after the Closing, the Acquired Companies) or (II) clause (1) of the definition of Regulatory Concession, in respect of Buyer or any Affiliates of Buyer other than, after the Closing, the Acquired Companies. (g) If, and only if, requested by Buyer, Seller shall make or agree to any Regulatory Concession; provided, that, none of Seller or any of its Representatives shall be required to make or agree to any Regulatory Concession that (i) affects any of its businesses, operations, assets or liabilities other than the FS Development Platform or the Acquired Companies, or (ii) is not conditioned upon the consummation of the Closing. (h) From and after the date hereof and prior to the Closing, Seller and Buyer shall use their commercially reasonable efforts, and shall reasonably cooperate with each other, to obtain as soon as reasonably practicable following the date hereof, the third-party Consents required in connection with the consummation of the Transactions which are set forth on Schedule 5.2(h) (each, a “Third-Party Consent”). Seller shall (i) keep Buyer reasonably informed of the status and progress thereon and (ii) promptly notify Buyer if Seller or any Acquired Company believes in good faith that a Third-Party Consent may not be obtained. Seller shall bear all costs, fees and expenses (including any license or other fees and expenses) associated with the obtaining of the Third-Party Consents (other than costs, fees and expenses of Buyer). If a Third-Party Consent is not obtained as of the Closing, (x) the Purchase Price shall be adjusted in accordance with Section 2.5(a) for any Specified Amount in respect of the Outstanding Project Companies and, if the Third-Party Consent in respect of Earnout Project 2 has not been obtained by Closing, the Specified Amount in respect of Earnout Project 2, and (ii) other than with respect to Earnout Project 2, the Project Company to which such Third-Party Consent relates (including the applicable Contract requiring Consent) shall not be assigned to Buyer or an Acquired Company as of the Closing and shall be deemed added to Schedule 1.6 until such time the Project Company is assigned to Buyer or its designee in accordance with this Agreement, and until such time the applicable Third-Party Consent is received, no such failure to assign any such Project Company (including the assets and Liabilities exclusively related to such Project) shall be considered, in and of itself, a breach of this Agreement for any purpose. If the Third-Party Consent in respect of Earnout Project 2 is not obtained prior to the Closing, Buyer shall, effective as of the Closing, replace the Parent Support Obligation in connection with the Third-Party Consent in respect of Earnout Project 2, and for the avoidance of doubt, the Project Company that holds Earnout Project 2 shall be an Acquired Company as of the Closing.

Consents, Approvals and Filings; Other Actions. (a) On Each of the terms Company, Parent and subject Merger Sub shall, and shall cause their respective Subsidiaries to use their reasonable best efforts to: (i) cause the conditions to Closing to be satisfied as promptly as practicable, (ii) assuming the Company has provided all information as Parent reasonably requires from the Company related to the conditions hereofRequired Approvals to Parent by June 22, 2012, make and effect prior to June 26, 2012 (or, to the extent that the Company provides such information after June 22, 2012, within two (2) Business Days of the receipt of such information by Parent) all registrations, filings, notifications, applications and submissions required to be made or effected by it pursuant to Healthcare Laws (and other applicable Laws with respect to the Merger) to take all actions necessary to initiate obtaining the Required Approvals; (iii) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger as promptly as practicable after the date of this Agreement (and in any event, on or before July 9, 2012 unless otherwise mutually agreed by the parties); and (iv) take or cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement as promptly as practicable following the date of this Agreement. Without limiting the generality of the foregoing, each Party of the Company, Parent and Merger Sub agrees to use reasonable best efforts to: (x) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement (including with respect to the Required Approvals); (y) promptly take, and cause its Affiliates to take, all actions necessary to secure the expiration or termination of any applicable waiting period under the HSR Act and obtain any antitrust clearance or similar clearance required to be obtained from any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement; and (z) promptly provide all notifications and registrations required by, and file all applications and other filings with, each relevant Governmental Entity or third party seeking any necessary or appropriate consent, approval, waiver or other authorization (including the Required Approvals) from such Governmental Entity or third party required to consummate the transactions contemplated by this Agreement. The Company, on the one hand, and Parent and Merger Sub, on the other hand, shall provide the other with all information and signatures necessary for the preparation and filing of such applications, notifications and filings on a timely basis, and shall use reasonable best efforts to takecooperate with one another to obtain the requisite consents, approvals, waivers or cause to be taken, all actions, other authorizations (including the Required Approvals) and to doprosecute the applications or other requests for consent, approval, waiver or cause to be done, all things necessary to cause authorization (including the conditions in Article VI to be satisfied as soon as reasonably practicable after the date hereof Required Approvals) diligently and in any event no later than the date that is two (2) Business Days prior to the End Date, including using reasonable best efforts to (i) prepare and make all Filings with Governmental Authorities that are necessary to consummate the Closing; and (ii) obtain all Consents of Governmental Authorities that are necessary to consummate the Closing, including the HSR Clearance, the CFIUS Clearance and the FERC Approvalgood faith. (b) In furtherance, and without Without limiting the generality, generality of anything contained in Section 5.2(a4.4(a) or Section 4.4(c), each Party party hereto shall, and shall cause its Representatives to, : (i) make or cause give the other parties a reasonable opportunity to be made review and comment on the initial Filings of applications contemplated by Section 4.4(a) and consider in good faith comments reasonably proposed by such Party or its Representatives required by the HSR Act parties and the FPA related to the Acquisition within ten (10) Business Days after the date hereof (and shall request early termination of the waiting period under the HSR Act applicable to the Transactions)their counsel; (ii) make give the other parties prompt notice of the commencement by any Governmental Entity of any investigation, action or cause Legal Proceeding by or before any Governmental Entity with respect to be made all the Merger or any of the other Filings transactions contemplated by this Agreement, including with Governmental Authorities required respect to any action with respect to any of such Party or its Affiliates that are necessary to consummate the Closing or to obtain all Consents of Governmental Authorities that are necessary to consummate the Closing, in each case, as soon as reasonably practicable after the date hereofRequired Approvals; (iii) provide keep the other parties reasonably informed as soon as reasonably practicable all information required by applicable Law to be provided to any Governmental Authority in connection with the status of any such Filings investigation, action or Consents and comply at the earliest reasonably practicable date with any request from a Governmental Authority for additional information, documents or other materials received by such Party or its Representatives related to such Filings or the TransactionsLegal Proceeding; and (iv) act in good faith and reasonably cooperate with promptly inform the other Party in connection with parties of any such Filings and in obtaining any Consent material communication to or from the Federal Trade Commission, the Department of a Governmental Authority that is necessary to consummate the Transactions. (c) In furtherance, and without limiting the generality, of Section 5.2(a), each Party shall, and shall cause its Representatives to, promptly make any final filing in connection with the CFIUS Clearance and in accordance with the DPA after receipt of confirmation that CFIUS has no further comment to the draft filing made prior to the date hereof, and provide any information requested by CFIUS Justice or any other agency or branch of Governmental Entity regarding the U.S. government in connection Merger and the other transactions contemplated by this Agreement, including with respect to the CFIUS review or investigation of the Transactions within the timeframes set forth in the DPA. (d) To the extent not prohibited by applicable Law, each Party shall use reasonable best efforts to furnish to each other all information required for any Filing to be made to a Governmental Authority by applicable Law in connection with the TransactionsRequired Approvals. Each of Buyer and Seller shall give the other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such Filing or Consent and shall not independently participate in any meeting, or engage in any substantive conversation, discussion or negotiation, with any Governmental Authority related to any such Filing or Consent, or related to any Claims by such Governmental Authority related to the Transactions, without giving the other (1) prior written notice of such meeting, conversation, discussion or negotiation; and (2) unless prohibited by such Governmental Authority, the opportunity to attend or participate therein. Each of Buyer and Seller shall party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties and their counsel in connection with any analysesanalysis, appearancesappearance, presentationspresentation, memorandamemorandum, briefsbrief, argumentsargument, opinions and proposals opinion, proposal or other document made or submitted by or on behalf of such Party in connection with any Claim investigation, action or Legal Proceeding under or relating to (x) the HSR Act or any other federal, state or foreign antitrust, competition or fair trade law, (y) any Law enforced or administered by a any Governmental Authority related Entity or (z) the Required Approvals. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such investigation, action, request for approval or Legal Proceeding, each party hereto will permit authorized representatives and counsel of the other parties to be present at each substantive meeting or conference relating to such Filings investigation, action, request for approval or Legal Proceeding and to have access to and be consulted in connection with any substantive document, opinion or proposal made or submitted to any Governmental Entity in connection with such investigation, action, request for approval or Legal Proceeding. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 4.4(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the TransactionsCompany, as the case may be) or its legal counsel. (c) Without limiting the generality of anything contained in Section 4.4(a) or Section 4.4(b), Parent and Merger Sub shall take or cause to be taken the following actions: (i) the prompt use of reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement; and (ii) the prompt use of reasonable best efforts, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable or threatened to be entered or issued, in any proceeding, review or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on the schedule contemplated by this Agreement; provided, however, that any materials and information provided by and among the Parties pursuant to this Section 5.2(d) may be redacted (I) to remove references concerning valuation, (II) as necessary to comply with contractual arrangements and (III) as necessary to address reasonable privilege concerns. Without limiting notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require Parent or Merger Sub to (x) institute any Legal Proceedings against any Governmental Entity or (y) undertake any efforts or to take any action if the taking of such efforts or action is or would reasonably be expected to result, individually or in the aggregate, in a material and adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole (each Party of such actions, a “Burdensome Condition”); and neither the Company nor any of its Subsidiaries shall nottake any action that has the effect of, and shall cause their respective Representatives not to, enter into any agreement or agree with any Governmental Authority not to consummate the Transactions Entity to, any Burdensome Condition without the prior written consent of Parent. (d) Nothing in this Section 4.4 shall obligate Parent, Merger Sub or the other Party. All filing fees payable in connection with Company to take any such Filings or Consents shall be borne and payable equally by action that is not conditioned on the Parties; provided, that Buyer shall bear and pay those filing fees incurred in connection with consummation of the Filings made related to the CFIUS Clearancetransactions contemplated hereby. (e) With respect Prior to obtaining the FERC ApprovalClosing Date, Buyer, Seller the Acquired Entities shall use commercially reasonably efforts to comply with any and each of their Affiliates shall reasonably cooperate and consult with each all effects bargaining or other bargaining in such efforts, including the preparation and filing of a joint application (if Buyer or an Affiliate of Buyer requests to be a co-applicant), requesting expedited consideration of the application by FERC, providing information required to be included in the application filed connection with the FERC, reviewing drafts of the application, and responding transactions contemplated by this Agreement or other bargaining obligations to any inquiries from FERC staff with respect to such applicationlabor union, responding to any protests filed with respect to such application and, if necessary, seeking rehearing of any FERC order. Seller shall prepare and provide to Buyer a draft of the Section 203 application within five (5) Business Days from the date of this Agreement, and after Buyer’s review and comment, including Buyer’s determination as to whether it trade union or an Affiliate of Buyer will be a co-applicant, submit the application to FERC. Each Party shall bear its own legal expenses with respect to the preparation and filing of the Section 203 applicationother labor organization. (f) In furtherance, and without limiting any, of Buyer’s covenants and agreements under Section 5.2(a) and Section 5.2(b), with respect Prior to obtaining Consents of Governmental Authorities, Buyer shall, and shall cause Commodore US Holding Corporation and its Subsidiaries (the “Restricted Group”) to, use reasonable best efforts to take all actions necessary, proper or advisable to (i) avoid or eliminate each and every impediment that may be asserted by a Governmental Authority related to any Filings or Consents with any Governmental Authority contemplated by this Section 5.2 or the Transactions as soon as practicable; and (ii) to enable the Closing to occur as soon as practicable, in each case, which actions shall include (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, settlement or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Acquired Companies; (2) terminating existing relationships, contractual rights or obligations of Buyer or its Subsidiaries (including, after the Closing, the Acquired Companies); (3) agreeing Company shall cooperate with Parent and Merger Sub to any limitation implement certain transactions among the Company and its Subsidiaries, including liquidations, conversions and mergers, as determined by Parent, the consummation of which would occur on the conduct of Buyer or its Subsidiaries (includingClosing Date, after the Closing, the Acquired Companies); (4) taking any other action in respect of the Acquired Companies as may be required by a Governmental Authority in order to obtain any Consent thereof that is necessary, appropriate or advisable to consummate the Transactions, or avoiding the entry of, or having vacated, lifted, dissolved, reversed or overturned any Legal Restraint, in each case, as soon as possible and in any event immediately prior to the End Date Closing (each of the actions described in the foregoing clauses (1) through (4)any such transaction, a “Regulatory ConcessionPre-Acquisition Reorganization”); provided, that any such Pre-Acquisition Reorganization shall (5i) not taking any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), that would reasonably be expected to materially adversely affect obtaining or making any Consent or Filing with any Governmental Authority 60 contemplated by this Section 5.2 or the timely receipt thereof; and (6) defending through litigation on the merits, including appeals, any Claim asserted in any court or other proceeding by any Person, including any Governmental Authority, that seeks to prevent or prohibit or impede, interfere with delay or delay the prevent consummation of the Transactions Merger (including by the End Date; provided, however, that the provisions of this Section 5.2 shall not be construed giving rise to require (x) the undertaking of any Regulatory Concession, if the taking of such Regulatory Concession, (i) individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the financial condition, businesses or results of operations of (A) the FS Development Platform, (B) any Principal Project, (C) the Acquired Companies (with respect to this clause (Clitigation by third parties), taken as a whole), or (D) with respect to the actions described in clauses (2) through (4) of the definition of Regulatory Concession, Buyer and any of its Subsidiaries (other than the Acquired Companies) (with respect to this clause (D), taken as a whole), and/or (ii) is be structured so as not conditioned upon to prejudice, in the consummation reasonable opinion of the Closing; or (y) with respect to the CFIUS ClearanceCompany, the undertaking interests of any holders of shares of Company Common Stock, Company Options, Company RSUs or Company Restricted Stock, (iiii) any Regulatory Concession set forth in clauses (1) or (2) of not require the definition thereof, or (ii) any Regulatory Concession set forth in clauses (3) or (4) of the definition thereof or any mitigation or other measure of Buyer or any other member within the Restricted Group, requested by CFIUS or Company to obtain the CFIUS Clearanceapproval of holders of shares of Company Common Stock, (iv) not be considered in each case determining whether a representation, warranty or covenant of this clause the Company hereunder has been breached, (ii), other than de minimis limitations, actions, mitigation or measures affecting solely Buyer v) not be structured to require the Company or any of its Subsidiaries that do not, or would not reasonably be expected to, limit Buyer’s or its Subsidiaries’ (including, after the Closing, the Acquired Companies) ability to govern, retain, control or operate any of its or their respective assets, projects or businesses. Neither Seller nor any of its respective Affiliates shall, without Buyer’s written consent, in Buyer’s sole discretion, commit to any divestiture transaction, or commit to alter their businesses or commercial practices, or otherwise commit to take any action that limits Buyer’s freedom in contravention of action with respect to (A) the FS Development Platformany Law or existing Contract, (Bvi) be conditioned upon Parent confirming that Parent and Merger Sub are prepared to proceed immediately with the Closing and providing any Principal Project, or (C) itself or any of its Affiliates (including, after the Closing, the Acquired Companies). For the avoidance of doubt, the provisions of this Section 5.2(f) shall not be construed to require Buyer or any of its Affiliates to undertake any Regulatory Concession with respect to (I) clauses (2) through (4) of the definition of Regulatory Concession, in respect of any Affiliates of Buyer other than Buyer and its Subsidiaries (including, after the Closing, the Acquired Companies) or (II) clause (1) of the definition of Regulatory Concession, in respect of Buyer or any Affiliates of Buyer other than, after the Closing, the Acquired Companies. (g) If, and only if, evidence reasonably requested by Buyer, Seller shall make or agree the Company that the Closing will occur (it being understood that in any event the Pre-Acquisition Reorganization will be deemed to any Regulatory Concession; provided, that, none of Seller or any of its Representatives shall be required to make or agree to any Regulatory Concession that (i) affects any of its businesses, operations, assets or liabilities other than the FS Development Platform or the Acquired Companies, or (ii) is not conditioned upon the consummation of the Closing. (h) From and after the date hereof and have occurred immediately prior to the Closing, Seller and Buyer shall use their commercially reasonable efforts), and (vii) not be effective prior to the Closing Date, and then only if it is reasonably certain, in the Company’s reasonable judgment, that the Merger will become effective that same day, and that such Pre-Acquisition Reorganization can be reversed or unwound without adversely affecting the Company, its Subsidiaries, or their respective operations, properties and assets, in the event the Merger does not become effective and this Agreement is terminated. Parent acknowledges and agrees that (x) any Pre-Acquisition Reorganization or related actions could require the consent of third parties or Governmental Authorities, and the Company shall reasonably cooperate with each other, be under no obligation to seek or pay any value to obtain as soon as reasonably practicable following such consents, and (y) the date hereof, the thirdcompletion of any Pre-party Consents required in connection with the Acquisition Reorganization or related actions shall not be a condition to consummation of the Transactions which are set forth on Schedule 5.2(h) (eachMerger. Parent shall, a “Third-Party Consent”). Seller shall (i) keep Buyer reasonably informed concurrently upon request by the Company, forthwith reimburse the Company for all reasonable and documented out of the status and progress thereon and (ii) promptly notify Buyer if Seller or any Acquired Company believes in good faith that a Third-Party Consent may not be obtained. Seller shall bear all costs, pocket fees and expenses (including any license or other reasonable and documented out of pocket professional fees and expenses) associated incurred, directly or indirectly, by the Company and its Subsidiaries in considering and cooperating with the obtaining Parent in connection with any request to effect a Pre-Acquisition Reorganization, shall be responsible for all reasonable and documented out of the Third-Party Consents (other than costs, pocket fees and expenses of Buyerthe Company and its Subsidiaries in reversing or unwinding (in the event this Agreement is terminated) any Pre-Acquisition Reorganization that was effected, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives for and against any and all reasonable and documented out of pocket losses and liabilities (including Taxes) suffered or incurred by them, directly or indirectly, in connection with, or as a result of any action taken pursuant to, this Section 4.4(f). If a Third-Party Consent is not obtained The obligation of Parent to reimburse the Company and its Subsidiaries for reasonable and documented out of pocket fees and expenses, to be responsible for reasonable and documented out of pocket costs as of set out in this Section 4.4(f) and to indemnify and hold harmless the Closing, (x) the Purchase Price shall be adjusted in accordance with Section 2.5(a) Company and its Subsidiaries for any Specified Amount reasonable and documented out of pocket losses and liabilities (including Taxes) suffered or incurred by them, directly or indirectly, in respect connection with, or as a result of the Outstanding Project Companies andany action taken pursuant to, if the Third-Party Consent this Section 4.4(f) will be in respect addition to any other payment Parent may be obligated to make pursuant to this Agreement and will survive termination of Earnout Project 2 has not been obtained by Closingthis Agreement. (g) Without in any way limiting any party’s rights or obligations under this Agreement, the Specified Amount parties understand and agree that (i) nothing contained in respect of Earnout Project 2this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations prior to the Effective Time, and (ii) other than with respect prior to Earnout Project 2the Effective Time, the Project Company to which such Third-Party Consent relates (including shall exercise, consistent with the applicable Contract requiring Consent) shall not be assigned to Buyer or an Acquired Company as terms and conditions of the Closing and shall be deemed added to Schedule 1.6 until such time the Project Company is assigned to Buyer or its designee in accordance with this Agreement, complete control and until such time the applicable Third-Party Consent is received, no such failure to assign any such Project Company (including the assets and Liabilities exclusively related to such Project) shall be considered, in and of itself, a breach of this Agreement for any purpose. If the Third-Party Consent in respect of Earnout Project 2 is not obtained prior to the Closing, Buyer shall, effective as of the Closing, replace the Parent Support Obligation in connection with the Third-Party Consent in respect of Earnout Project 2, and for the avoidance of doubt, the Project Company that holds Earnout Project 2 shall be an Acquired Company as of the Closingsupervision over its operations.

Consents, Approvals and Filings; Other Actions. (a) On Subject to the terms and subject to the 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 necessary, proper or advisable, to the extent permitted by applicable Law, to consummate the transactions contemplated hereby (including the Merger) and cause the conditions to the Closing of the Merger in Article VI to be satisfied as soon promptly as reasonably practicable after the date hereof (and in any event no later than the date that is two Outside Date (2) Business Days prior to the End Dateas it may be extended under Section 7.1(b)(i))), including using reasonable best efforts to (i) prepare determining all necessary, proper or advisable Filings and make other documents necessary to consummate the transactions contemplated hereby (including from Governmental Authorities or Persons other than Governmental Authorities), (ii) preparing and filing as promptly as practicable after the date hereof all documentation to effect such Filings with and other documents, (iii) obtaining and maintaining all Consents and other confirmations from any Governmental Authority or Persons other than Governmental Authorities that are necessary, proper or advisable to consummate the transactions contemplated hereby, (iv) defending or contesting any Action challenging this Agreement or the transactions contemplated hereby and (v) executing and delivering any additional instruments necessary to consummate the Closingtransactions contemplated hereby; and (iiprovided, however, that this Section 5.5(a) shall not apply to the efforts of the Parties to obtain all Consents of Governmental Authorities that are necessary to consummate the Closingfinancing, including the HSR Clearance, the CFIUS Clearance and the FERC Approvalwhich shall be governed exclusively by Section 5.8. (b) In furtherance, furtherance of and without limiting limitation of the generality, generality of Section 5.2(a)the foregoing, each Party shall, of Parent and the Company shall cause its Representatives to, (i) make or cause to be made the initial Filings of such Party or its Representatives required by the HSR Act and the FPA related to the Acquisition within ten (10) Business Days after the date hereof (and shall request early termination of the waiting period under the HSR Act applicable to the Transactions); (ii) make or cause to be made all other Filings with Governmental Authorities required of such Party or its Affiliates that are necessary to consummate the Closing or to obtain all Consents of Governmental Authorities that are necessary to consummate the Closing, in each case, as soon as reasonably practicable after the date hereof; , but in no event later than five (iii5) provide as soon as reasonably practicable all information Business Days after the date hereof, 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”), and make, or cause to be made, any other Filing thereby that may be required by applicable Law to be provided or advisable pursuant to any Governmental Authority applicable Antitrust Law, in connection each case with any such Filings or Consents and respect to the transactions contemplated hereby, (ii) comply at the earliest reasonably practicable date with any request from a Governmental Authority under any of the Antitrust Laws (including any “second request” under the HSR Act) for additional information, documents or other materials received by such Party or its Representatives related to from any Governmental Authority in respect of such Filings or the Transactions; and (iviii) act in good faith and reasonably cooperate with the other Party in connection with any such Filings and in obtaining connection with resolving any Consent investigation or other inquiry of a any Governmental Authority under the HSR Act or other applicable Antitrust Laws. Each Party shall supply and furnish as promptly as reasonably practicable any additional information and documentary material that is necessary may be requested in connection with any of the foregoing Filings or the transactions contemplated hereby. Each Party shall (i) consult and cooperate reasonably with the other Parties in connection with (1) without prejudice to consummate Section 5.5(b), any Filing contemplated by this Section 5.5 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 (2) any Action related to the Transactions. (c) In furtheranceMerger or the other transactions contemplated hereby, including any governmental inquiry, investigation or proceeding initiated by a private party, and without limiting (ii) promptly inform the generality, other Party reasonably of Section 5.2(a), each Party shallany oral communication, and shall cause its Representatives provide copies of any written communication, received by such Party from, or given by such Party to, promptly make any final filing Governmental Authority in connection with the CFIUS Clearance and in accordance with Merger or the DPA after receipt of confirmation that CFIUS has no further comment to other transactions contemplated hereby, including the draft filing made prior to FTC, the date hereofAntitrust Division, and provide any information requested by CFIUS or any other agency or branch of the U.S. government Person in connection with any governmental inquiry, investigation or proceeding, in each case, related to the CFIUS review Merger or investigation the other transactions contemplated hereby; provided that such communications may be redacted (i) to remove references concerning the valuation of Parent, the Transactions within the timeframes set forth in the DPA. Company or any of their Subsidiaries, (dii) To the extent not prohibited by applicable Law, each Party shall use as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable best efforts to furnish to each other all information required for any Filing to be made to a Governmental Authority by applicable Law in connection with the Transactionsprivilege or confidentiality concerns. Each of Buyer Parent and Seller shall give the other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such Filing or Consent and Company shall not independently participate in any substantive meeting, or engage in any substantive conversation, discussion or negotiation, with any Governmental Authority related to in respect of any such Filing filings, investigation or Consent, or related other inquiry without using reasonable best efforts to any Claims by give such Governmental Authority related to the Transactions, without giving the other (1) Party prompt prior written notice of such meetingthe meeting or conversation and, conversation, discussion or negotiation; and (2) unless prohibited by any such Governmental Authority, the opportunity to attend or participate thereinin such meeting or conversation. Each of Buyer and Seller The Parties shall consult and cooperate with the other one another in advance of, and consider in good faith the views of the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of such any Party in connection with proceedings under or relating to the HSR Act or any Claim by a other applicable Antitrust Laws, including consulting with each other in advance of any meeting or substantive communication with any Governmental Authority and, to the extent permitted by such Governmental Authority, giving the other party the opportunity to attend and participate thereat. Parent shall be responsible for 100% of the filing fee related to such Filings or the Transactions; provided, however, that any materials and information provided by and among HSR Act. (c) Notwithstanding anything herein to the Parties pursuant to this Section 5.2(d) may be redacted (I) to remove references concerning valuationcontrary, (IIi) as necessary to comply with contractual arrangements and (III) as necessary to address reasonable privilege concerns. Without limiting the foregoing, each Party shall notParent shall, and shall cause their respective Representatives not its Subsidiaries and controlled Affiliates to, promptly take any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under any Antitrust Laws that may be necessary or required by any Governmental Authority, so as to enable the consummation of the transactions contemplated by this Agreement by the Outside Date, including: (A) proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting), by order, hold separate order, trust, or otherwise, the sale, divestiture, license, disposition or hold separate of the assets or businesses of Parent or the Company (or, in the case of Parent, its Subsidiaries and controlled Affiliates), or otherwise offering to take or offering to commit to take any action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of Parent or the Company (or, in the case of Parent, its Subsidiaries and controlled Affiliates) or effectuating any other change or restructuring of the Company Entities), and if the offer is accepted, taking or committing to take such action; (B) terminating, relinquishing, modifying or waiving any existing, or creating any, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company (or, in the case of Parent, its Subsidiaries and controlled Affiliates); and (C) entering or offering to enter into agreements and stipulating to the entry of an Order or filing appropriate applications with any Governmental Authority in connection with any of the actions contemplated by the foregoing clauses (A) and (B) (provided that the Company shall not be obligated to take any such action unless the taking of such action is conditioned upon the consummation of the transactions contemplated by this Agreement), in each case, as may be necessary, required or reasonably advisable in order to obtain clearance under the HSR Act or other applicable Antitrust Laws, to avoid the entry of, or to effect the dissolution of or to vacate or lift, any Order or injunction (whether temporary, preliminary or permanent) under any Antitrust Law that would otherwise have the effect of restraining, preventing or delaying the consummation of the transactions contemplated by this Agreement, or to avoid the commencement of any action that seeks to prohibit the consummation of the transactions contemplated by this Agreement; and (ii) if any objections are asserted with respect to the consummation of the transactions contemplated by this Agreement under the HSR Act or other applicable Antitrust Laws or if any action, whether judicial or administrative, is instituted by any Governmental Authority or any private party challenging the consummation of the transactions contemplated by this Agreement as violative of the HSR Act or other applicable Antitrust Laws, Parent and the Company shall cooperate with one another, and Parent shall use its best efforts to: (I) oppose or defend against any action by any Governmental Authority to prevent or enjoin the consummation of the transactions contemplated by this Agreement; and/or (II) take such action as necessary to overturn any action by any Governmental Authority to block the consummation of the transactions contemplated by this Agreement, including by defending any action brought by any Governmental Authority in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any applicable Law, Order or injunction (preliminary or permanent) that would restrain, prevent or delay the consummation of the transactions contemplated by this Agreement, or in order to resolve any such objections or challenge as such Governmental Authority may have under such Applicable Law, Order, or injunction so as to permit the consummation of the transactions contemplated by this Agreement. Neither Parent nor the Company shall take, or permit any of its controlled Affiliates to take or any of its Representatives (on its behalf) to take, any action (including entering into any Contract or arrangement or consummating any transaction) that would reasonably be likely to prevent, delay or impede the expiration of the notice period or the receipt of clearance under the HSR Act or any other applicable Antitrust Laws or otherwise adversely affect the ability of the Parties to resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby under the HSR Act or any other applicable Antitrust Law. Parent shall not extend any waiting period or other applicable time period under the HSR Act or any applicable Antitrust Law or enter into any agreement with any Governmental Authority to delay, or otherwise not to consummate as soon as practicable the Transactions transactions contemplated by this Agreement, except with the prior written consent of the Company. (d) Certain consents and waivers with respect to the transactions contemplated hereby may be required in connection with Contracts to which the Company or its Subsidiaries are a party that have not been and may not be obtained. At Parent’s written request, the Company shall, and shall cause the Company Subsidiaries to, contact in writing, or assist Parent in contacting, any such counterparty whose consent or waiver may be required or advisable in respect of the transactions contemplated hereby and use reasonable best efforts to obtain such consents and waivers; provided that neither the Company nor any of the Company Subsidiaries shall agree to make any payment, any obligation or undertaking, or any limitation on any rights of the Company Entities, in connection with obtaining any such consent or waiver without the prior written consent of the other Party. All filing fees payable in connection with any such Filings or Consents shall be borne and payable equally by the PartiesParent; provided, further, however, that, for the avoidance of doubt, Xxxxxx and Merger Sub acknowledge and agree that Buyer shall bear and pay those filing fees incurred their obligations to consummate the transactions contemplated hereby (including the Merger) in connection accordance with the Filings made related to the CFIUS Clearanceterms hereof is not conditioned on obtaining any such consent or waiver. (e) With respect Each Party shall cooperate and use its reasonable best efforts to obtaining promptly make any filings required to be made to the FERC ApprovalDirectorate of Defense Trade Controls (“DDTC”) of the U.S. State Department under the ITAR, Buyerincluding any filing required to be made to DDTC under 22 C.F.R. § 122.4(a) of the ITAR, Seller which shall be made no later than five (5) days after the Closing. (f) Without limiting the generality of the foregoing, as soon as practicable after the date of this Agreement, Parent and the Company will use reasonable best efforts to submit to DCSA and, to the extent applicable, any other Governmental Authority, notification of the Merger and the other transactions contemplated hereby pursuant to the NISPOM (the “DCSA Notification”). (g) Without limiting the generality of the foregoing, each of their Affiliates Parent and the Company shall use reasonable best efforts to (A) provide as promptly as practicable to each other’s counsel and to DCSA or other Governmental Authorities, as applicable, any additional or supplemental information and documentary material as may be necessary, proper or advisable in connection with preparation and submission of the DCSA Notification; (B) permit the other party to review reasonably cooperate in advance any communication (subject to mutually acceptable appropriate redactions to maintain confidentiality of business information) proposed to be given by it to DCSA or other Governmental Authorities, as applicable, and consult with each other in such efforts, including the preparation and filing of a joint application (if Buyer or an Affiliate of Buyer requests to be a co-applicant), requesting expedited consideration of the application by FERC, providing information required to be included in the application filed with the FERC, reviewing drafts of the application, and responding to any inquiries from FERC staff with respect to such application, responding to any protests filed with respect to such application and, if necessary, seeking rehearing advance of any FERC order. Seller shall prepare and provide to Buyer a draft of the Section 203 application within five (5) Business Days from the date of this Agreement, and after Buyer’s review and comment, including Buyer’s determination as to whether it meeting or an Affiliate of Buyer will be a co-applicant, submit the application to FERC. Each Party shall bear its own legal expenses conference with respect to the preparation and filing of the Section 203 application. (f) In furtherance, and without limiting any, of Buyer’s covenants and agreements under Section 5.2(a) and Section 5.2(b), with respect to obtaining Consents of DCSA or other Governmental Authorities, Buyer shallas applicable, and, to the extent permitted by DCSA or other Governmental Authorities, as applicable, give the other party the opportunity to attend and shall cause Commodore US Holding Corporation and its Subsidiaries (the “Restricted Group”) to, use reasonable best efforts to take all actions necessary, proper participate in any such meeting or advisable to (i) avoid or eliminate each and every impediment that may be asserted by a Governmental Authority related to any Filings or Consents with any Governmental Authority contemplated by this Section 5.2 or the Transactions as soon as practicable; and (ii) to enable the Closing to occur as soon as practicableconference, in each case, which actions shall include with respect to the DCSA Notification; and (1C) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, settlement or otherwise, keep each other timely apprised of the sale, divestiture, licensing or disposition status of any assets communications with, and any inquiries or businesses of the Acquired Companies; (2) terminating existing relationshipsrequests for additional information or documentary material from, contractual rights DCSA or obligations of Buyer or its Subsidiaries (includingother Governmental Authorities, after the Closing, the Acquired Companies); (3) agreeing to any limitation on the conduct of Buyer or its Subsidiaries (including, after the Closing, the Acquired Companies); (4) taking any other action in respect of the Acquired Companies as may be required by a Governmental Authority in order to obtain any Consent thereof that is necessary, appropriate or advisable to consummate the Transactions, or avoiding the entry of, or having vacated, lifted, dissolved, reversed or overturned any Legal Restraintapplicable, in each case, as soon as possible and in any event prior to the End Date (each of the actions described in the foregoing clauses (1) through (4), a “Regulatory Concession”); (5) not taking any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), that would reasonably be expected to materially adversely affect obtaining or making any Consent or Filing with any Governmental Authority 60 contemplated by this Section 5.2 or the timely receipt thereof; and (6) defending through litigation on the merits, including appeals, any Claim asserted in any court or other proceeding by any Person, including any Governmental Authority, that seeks to prevent or prohibit or impede, interfere with or delay the consummation of the Transactions by the End Date; provided, however, that the provisions of this Section 5.2 shall not be construed to require (x) the undertaking of any Regulatory Concession, if the taking of such Regulatory Concession, (i) individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the financial condition, businesses or results of operations of (A) the FS Development Platform, (B) any Principal Project, (C) the Acquired Companies (with respect to this clause (C), taken as a whole), or (D) with respect to the actions described in clauses (2) through (4) of the definition of Regulatory Concession, Buyer and any of its Subsidiaries (other than the Acquired Companies) (with respect to this clause (D), taken as a whole), and/or (ii) is not conditioned upon the consummation of the Closing; or (y) with respect to the CFIUS Clearance, the undertaking of (i) any Regulatory Concession set forth in clauses (1) or (2) of the definition thereof, or (ii) any Regulatory Concession set forth in clauses (3) or (4) of the definition thereof or any mitigation or other measure of Buyer or any other member within the Restricted Group, requested by CFIUS or to obtain the CFIUS Clearance, in each case of this clause (ii), other than de minimis limitations, actions, mitigation or measures affecting solely Buyer or any of its Subsidiaries that do not, or would not reasonably be expected to, limit Buyer’s or its Subsidiaries’ (including, after the Closing, the Acquired Companies) ability to govern, retain, control or operate any of its or their respective assets, projects or businesses. Neither Seller nor any of its respective Affiliates shall, without Buyer’s written consent, in Buyer’s sole discretion, commit to any divestiture transaction, or commit to alter their businesses or commercial practices, or otherwise commit to take any action that limits Buyer’s freedom of action with respect to (A) the FS Development Platform, (B) any Principal Project, or (C) itself or any of its Affiliates (including, after the Closing, the Acquired Companies). For the avoidance of doubt, the provisions of this Section 5.2(f) shall not be construed to require Buyer or any of its Affiliates to undertake any Regulatory Concession with respect to (I) clauses (2) through (4) of the definition of Regulatory Concession, in respect of any Affiliates of Buyer other than Buyer and its Subsidiaries (including, after the Closing, the Acquired Companies) or (II) clause (1) of the definition of Regulatory Concession, in respect of Buyer or any Affiliates of Buyer other than, after the Closing, the Acquired Companies. (g) If, and only if, requested by Buyer, Seller shall make or agree to any Regulatory Concession; provided, that, none of Seller or any of its Representatives shall be required to make or agree to any Regulatory Concession that (i) affects any of its businesses, operations, assets or liabilities other than the FS Development Platform or the Acquired Companies, or (ii) is not conditioned upon the consummation of the Closing. (h) From and after the date hereof and prior to the Closing, Seller and Buyer shall use their commercially reasonable efforts, and shall reasonably cooperate with each other, to obtain as soon as reasonably practicable following the date hereof, the third-party Consents required in connection with the consummation of DCSA Notification and to the Transactions which are set forth on Schedule 5.2(h) (each, a “Third-Party Consent”). Seller shall (i) keep Buyer reasonably informed of the status extent permitted by applicable law and progress thereon subject to customary and (ii) promptly notify Buyer if Seller or any Acquired Company believes in good faith that a Third-Party Consent may not be obtained. Seller shall bear mutually acceptable confidentiality practices and all costs, fees and expenses (including any license or other fees and expenses) associated with the obtaining of the Third-Party Consents (other than costs, fees and expenses of Buyer). If a Third-Party Consent is not obtained as of the Closing, (x) the Purchase Price shall be adjusted in accordance with Section 2.5(a) for any Specified Amount in respect of the Outstanding Project Companies and, if the Third-Party Consent in respect of Earnout Project 2 has not been obtained by Closing, the Specified Amount in respect of Earnout Project 2, and (ii) other than with respect to Earnout Project 2, the Project Company to which such Third-Party Consent relates applicable privileges (including the applicable Contract requiring Consent) shall not be assigned to Buyer or an Acquired Company as of the Closing and shall be deemed added to Schedule 1.6 until such time the Project Company is assigned to Buyer or its designee in accordance with this Agreement, and until such time the applicable Thirdattorney-Party Consent is received, no such failure to assign any such Project Company (including the assets and Liabilities exclusively related to such Project) shall be considered, in and of itself, a breach of this Agreement for any purpose. If the Third-Party Consent in respect of Earnout Project 2 is not obtained prior to the Closing, Buyer shall, effective as of the Closing, replace the Parent Support Obligation in connection with the Third-Party Consent in respect of Earnout Project 2, and for the avoidance of doubt, the Project Company that holds Earnout Project 2 shall be an Acquired Company as of the Closingclient privilege).

Consents, Approvals and Filings; Other Actions. (a) On the terms and subject to the 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 to cause the conditions in Article VI to be satisfied as soon as reasonably practicable after the date hereof and in any event no later than the date that is two (2) Business Days prior to the End Datehereof, including using reasonable best efforts to (i) prepare and make all Filings with Governmental Authorities that are necessary to consummate the Closing; and , (ii) obtain all Consents of Governmental Authorities that are necessary to consummate the Closing, including the HSR Clearance, the CFIUS Clearance Required Filings and the FERC Approval. (b) In furtheranceRequired Consents, and without limiting the generality, of Section 5.2(a), each Party shall, and shall cause its Representatives to, (iiii) make or cause to be made the initial Filings of such Party or its Representatives required by the HSR Act and the FPA related to the Acquisition within ten (10) Business Days after the date hereof (and shall request early termination of the waiting period under the HSR Act applicable to the Transactions); (ii) make or cause to be made all other Filings with Governmental Authorities required of such Party or its Affiliates that are necessary to consummate the Closing or to obtain all Consents of Governmental Authorities from third parties that are necessary to consummate the Closing. (i) As soon as reasonably practicable after the date hereof, but in each caseno event later than the later of (A) fifteen (15) Business Days after the date hereof, and (B) five (5) Business Days after Buyer’s receipt of all “Form A Statement”-related information required to be provided by the Acquired Entity or Seller (including without limitation the financial statements and projections required under section 12(a) of the “Form A Statement” and signed and notarized biographical affidavits), Buyer shall file, or cause to be filed, a “Form A Statement” or similar change-of-control applications with the OSI or other applicable Governmental Authorities where required by applicable Law seeking approval of Buyer’s acquisition of control of the Acquired Entity, (ii) as soon as reasonably practicable after the date hereof; , but in no event later than the time frame provided in preceding clause (i), Buyer shall file, or cause to be filed, any pre-acquisition notifications on “Form E” or similar market share notifications to be filed in each jurisdiction where required by applicable Law related to the transactions contemplated hereby, (iii) each of Buyer and Seller shall provide as soon as reasonably practicable all information required by applicable Law to be provided to any Governmental Authority in connection with any such Filings or Consents and comply at the earliest reasonably practicable date with any request from a Governmental Authority for additional information, documents or other materials received by such Party or its Representatives related to such Filings Filings, the Acquisition or the Transactions; other transactions contemplated hereby and (iv) each of Buyer, on the one hand, and Seller and the Acquired Entity, on the other hand, shall act in good faith and reasonably cooperate with the each other Party in connection with any such Filings and in obtaining any Consent of a Governmental Authority that is necessary to consummate the Transactions. (c) In furtherance, and without limiting the generality, of Section 5.2(a), each Party shall, and shall cause its Representatives to, promptly make any final filing in connection with the CFIUS Clearance and in accordance with the DPA after receipt of confirmation that CFIUS has no further comment to the draft filing made prior to the date hereof, and provide any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transactions within the timeframes set forth in the DPA. (d) Closing. To the extent not prohibited by applicable Law, each Party shall use reasonable best efforts to furnish to each other all information required for any Filing to be made to a Governmental Authority by applicable Law in connection with the TransactionsAcquisition. Each of Buyer Buyer, on the one hand, and Seller and the Acquired Entity, 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 Authority regarding any such Filing or Consent and shall not independently participate in any meeting, or engage in any substantive conversation, discussion or negotiation, with any Governmental Authority related to any such Filing or Consent, or related to any Claims by such Governmental Authority related to the TransactionsAcquisition or any of the other transactions contemplated hereby, without giving the other (1) prior written notice of such meeting, conversation, discussion or negotiation; negotiation and (2) unless prohibited by such Governmental Authority, the opportunity to attend or participate therein. Each of Buyer Buyer, on the one hand, and Seller and the Acquired Entity, on the other hand, shall consult and cooperate with the other in good faith in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of such Party in connection with any Claim by a Governmental Authority related to such Filings Filings, the Acquisition or the Transactions; providedother transactions contemplated hereby. (c) Notwithstanding the foregoing or anything else in this Agreement to the contrary, howeverBuyer and its Affiliates shall not be required to propose, that offer, commit, agree, or consent to (i) terminate, amend, or modify any materials and information provided by and among existing relationships, ventures, contractual rights or Liabilities of Buyer, any of its Affiliates or the Parties pursuant to this Section 5.2(d) may be redacted (I) to remove references concerning valuationAcquired Entity, (IIii) take or agree to take any action that after the Closing that would limit the freedom of Buyer, any of its Affiliates, or the Acquired Entity with respect to, or its ability to retain, one or more of its or its Affiliates’ (including the Acquired Entity’s) businesses, product lines, or assets, or (iii) maintain, as necessary part of any Governmental Authority undertaking as a condition to comply with contractual arrangements and Closing, total adjusted capital for the Acquired Entity in an amount in excess of five hundred percent (III500%) as necessary of the minimum required by Law. (d) Prior to address reasonable privilege concerns. Without limiting the foregoingClosing, each Party of Buyer and the Acquired Entity shall not, and shall cause their respective not permit any of its Representatives not to, enter into take any agreement with any Governmental Authority not to consummate the Transactions without the prior written consent of the other Party. All filing fees payable in connection with any such Filings action or Consents shall be borne and payable equally by the Parties; provided, that Buyer shall bear and pay those filing fees incurred in connection with the Filings made related to the CFIUS Clearance. (e) With respect to obtaining the FERC Approval, Buyer, Seller and each of their Affiliates shall reasonably cooperate and consult with each other in such efforts, including the preparation and filing of a joint application (if Buyer or an Affiliate of Buyer requests to be a co-applicant), requesting expedited consideration of the application by FERC, providing information required to be included in the application filed with the FERC, reviewing drafts of the application, and responding to any inquiries from FERC staff with respect to such application, responding to any protests filed with respect to such application and, if necessary, seeking rehearing of any FERC order. Seller shall prepare and provide to Buyer a draft of the Section 203 application within five (5) Business Days from the date of this Agreement, and after Buyer’s review and comment, including Buyer’s determination as to whether it or an Affiliate of Buyer will be a co-applicant, submit the application to FERC. Each Party shall bear its own legal expenses with respect to the preparation and filing of the Section 203 application. (f) In furtherance, and without limiting any, of Buyer’s covenants and agreements under Section 5.2(a) and Section 5.2(b), with respect to obtaining Consents of Governmental Authorities, Buyer shall, and shall cause Commodore US Holding Corporation and its Subsidiaries (the “Restricted Group”) to, use reasonable best efforts fail to take all actions necessary, proper or advisable to (i) avoid or eliminate each and every impediment that may be asserted by a Governmental Authority related to any Filings or Consents with any Governmental Authority contemplated by this Section 5.2 or the Transactions as soon as practicable; and (ii) to enable the Closing to occur as soon as practicable, in each case, which actions shall include (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, settlement or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Acquired Companies; (2) terminating existing relationships, contractual rights or obligations of Buyer or its Subsidiaries (including, after the Closing, the Acquired Companies); (3) agreeing to any limitation on the conduct of Buyer or its Subsidiaries (including, after the Closing, the Acquired Companies); (4) taking any other action in respect of the Acquired Companies as may be required by a Governmental Authority in order to obtain any Consent thereof that is necessary, appropriate or advisable to consummate the Transactions, or avoiding the entry of, or having vacated, lifted, dissolved, reversed or overturned any Legal Restraint, in each case, as soon as possible and in any event prior to the End Date (each of the actions described in the foregoing clauses (1) through (4), a “Regulatory Concession”); (5) not taking any action, including acquiring or enter into or consummate any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise)transaction, that would reasonably be expected to materially adversely affect obtaining or making any Consent or Filing with any Governmental Authority 60 contemplated by this Section 5.2 or the timely receipt thereof; and (6) defending through litigation on the merits, including appeals, any Claim asserted in any court or other proceeding by any Person, including any Governmental Authority, that seeks to prevent or prohibit or impede, interfere with or delay the consummation of the Transactions by the End Date; provided, however, that the provisions of this Section 5.2 shall not be construed to require (x) the undertaking of any Regulatory Concession, if the taking of such Regulatory Concession, (i) individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the financial condition, businesses or results of operations of (A) the FS Development Platform, (B) any Principal Project, (C) the Acquired Companies (with respect to this clause (C), taken as a whole), or (D) with respect to the actions described in clauses (2) through (4) of the definition of Regulatory Concessionconditions in Article VI not being satisfied or that would or would reasonably expected to impair, Buyer and any of its Subsidiaries (other than the Acquired Companies) (with respect to this clause (D), taken as a whole), and/or (ii) is not conditioned upon prevent or delay the consummation of the Closing; or (y) with respect to the CFIUS Clearance, the undertaking of (i) any Regulatory Concession set forth in clauses (1) or (2) of the definition thereof, or (ii) any Regulatory Concession set forth in clauses (3) or (4) of the definition thereof or any mitigation or other measure of Buyer or any other member within the Restricted Group, requested transactions contemplated by CFIUS or to obtain the CFIUS Clearance, in each case of this clause (ii), other than de minimis limitations, actions, mitigation or measures affecting solely Buyer or any of its Subsidiaries that do not, or would not reasonably be expected to, limit Buyer’s or its Subsidiaries’ (including, after the Closing, the Acquired Companies) ability to govern, retain, control or operate any of its or their respective assets, projects or businesses. Neither Seller nor any of its respective Affiliates shall, without Buyer’s written consent, in Buyer’s sole discretion, commit to any divestiture transaction, or commit to alter their businesses or commercial practices, or otherwise commit to take any action that limits Buyer’s freedom of action with respect to (A) the FS Development Platform, (B) any Principal Project, or (C) itself or any of its Affiliates (including, after the Closing, the Acquired Companies). For the avoidance of doubt, the provisions of this Section 5.2(f) shall not be construed to require Buyer or any of its Affiliates to undertake any Regulatory Concession with respect to (I) clauses (2) through (4) of the definition of Regulatory Concession, in respect of any Affiliates of Buyer other than Buyer and its Subsidiaries (including, after the Closing, the Acquired Companies) or (II) clause (1) of the definition of Regulatory Concession, in respect of Buyer or any Affiliates of Buyer other than, after the Closing, the Acquired Companies. (g) If, and only if, requested by Buyer, Seller shall make or agree to any Regulatory Concession; provided, that, none of Seller or any of its Representatives shall be required to make or agree to any Regulatory Concession that (i) affects any of its businesses, operations, assets or liabilities other than the FS Development Platform or the Acquired Companies, or (ii) is not conditioned upon the consummation of the Closing. (h) From and after the date hereof and prior to the Closing, Seller and Buyer shall use their commercially reasonable efforts, and shall reasonably cooperate with each other, to obtain as soon as reasonably practicable following the date hereof, the third-party Consents required in connection with the consummation of the Transactions which are set forth on Schedule 5.2(h) (each, a “Third-Party Consent”). Seller shall (i) keep Buyer reasonably informed of the status and progress thereon and (ii) promptly notify Buyer if Seller or any Acquired Company believes in good faith that a Third-Party Consent may not be obtained. Seller shall bear all costs, fees and expenses (including any license or other fees and expenses) associated with the obtaining of the Third-Party Consents (other than costs, fees and expenses of Buyer). If a Third-Party Consent is not obtained as of the Closing, (x) the Purchase Price shall be adjusted in accordance with Section 2.5(a) for any Specified Amount in respect of the Outstanding Project Companies and, if the Third-Party Consent in respect of Earnout Project 2 has not been obtained by Closing, the Specified Amount in respect of Earnout Project 2, and (ii) other than with respect to Earnout Project 2, the Project Company to which such Third-Party Consent relates (including the applicable Contract requiring Consent) shall not be assigned to Buyer or an Acquired Company as of the Closing and shall be deemed added to Schedule 1.6 until such time the Project Company is assigned to Buyer or its designee in accordance with this Agreement, and until such time the applicable Third-Party Consent is received, no such failure to assign any such Project Company (including the assets and Liabilities exclusively related to such Project) shall be considered, in and of itself, a breach of this Agreement for any purpose. If the Third-Party Consent in respect of Earnout Project 2 is not obtained prior to the Closing, Buyer shall, effective as of the Closing, replace the Parent Support Obligation in connection with the Third-Party Consent in respect of Earnout Project 2, and for the avoidance of doubt, the Project Company that holds Earnout Project 2 shall be an Acquired Company as of the Closing.