Common use of Consents; Filings; Further Action Clause in Contracts

Consents; Filings; Further Action. Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Laws, each of the Parties shall use its respective commercially reasonable efforts to (a) obtain any consents, approvals or other authorizations required to be obtained by Parent or the Company or any of their respective Subsidiaries in connection with the Transactions and (b) make any necessary filings and notifications, and thereafter make any other submissions either required or deemed appropriate by each of the Parties, with respect to the Transactions required under (i) the Securities Act, the Exchange Act and state securities or “blue sky” Laws, (ii) any applicable competition and antitrust Laws, (iii) the DGCL and Delaware Revised Uniform Limited Partnership Act, (iv) any other applicable Laws and (v) the rules and regulations of Nasdaq and NYSE. The Parties shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all such documents to the non-filing party and its advisors prior to filing, and none of the Parties shall file any such document if any of the other Parties shall have reasonably objected to the filing of such document. None of the Parties shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Governmental Entity without the consent of the other Parties, which consent shall not be unreasonably withheld or delayed.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawsLaw, each of the Parties parties to this Agreement shall use its commercially reasonable efforts to promptly (i) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders or other confirmations from any Governmental Authority or other Person necessary, proper or advisable to consummate the Transactions (the “Third Party Consents”), provided that the Company shall not be required to pay any material amount or change any material Contract terms or its business practices in any material manner in order to obtain any such Consent, (ii) execute and deliver any additional filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Transactions and (iii) defend or contest in good faith any Legal Action brought by a third party that could otherwise reasonably prevent or impede, interfere with, hinder or delay the consummation of the Transactions, in the case of each of clauses (i) through (iii), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Antitrust Laws, which are dealt with in Section 5.7(c) and Section 5.7(d); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall (x) be required to take any action pursuant to this Section 5.7(c) that has not been requested in writing by Parent or (y) provide notice to, request a Third Party Consent from, or pay any amount to, any Person with respect to this Agreement or the Transactions or change any Contract terms or its business practices in any manner in order to obtain any Consent, in each case without the prior written consent of Parent. The parties hereto shall coordinate efforts with respect to seeking the Third Party Consents and defending any Legal Action contemplated by clause (iii) above. (b) In furtherance and not in limitation of the foregoing, the parties to this Agreement shall each use its commercially reasonable efforts to (ai) obtain any consents, approvals take all action necessary to ensure that no Takeover Law is or other authorizations required becomes applicable to be obtained by Parent or the Company Stockholder Agreements, the Offer, the Merger or any of their respective Subsidiaries in connection with the other Transactions and (bii) make if the restrictions of any Takeover Law become applicable to the Company Stockholder Agreements, the Offer, the Merger or any of the other Transactions, take all reasonable actions necessary filings to ensure that the Company Stockholder Agreements, the Offer, the Merger and notificationsany of the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Company Stockholder Agreements or the Agreement, as applicable, and thereafter make otherwise lawfully minimize the effect of such Takeover Law on the Company Stockholder Agreements, the Offer, the Merger and any other submissions either required or deemed appropriate by each of the Parties, other Transactions. (c) Each of the parties hereto agrees: (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions required under within ten (i10) Business Days after the Securities Act, the Exchange Act and state securities or “blue sky” Lawsdate of this Agreement, (ii) to supply as promptly as reasonably practicable any applicable competition additional information and antitrust Laws, documentary material that may be requested pursuant to the HSR Act and (iii) the DGCL to promptly take any and Delaware Revised Uniform Limited Partnership Act, (iv) any other applicable Laws all steps necessary to avoid or eliminate each and (v) the rules every impediment and regulations of Nasdaq and NYSE. The Parties shall cooperate and consult with each other in connection with the making of obtain all such filings and notifications, including by providing copies of all such documents to the non-filing party and its advisors prior to filing, and none of the Parties shall file consents under any such document if Antitrust Laws that may be required by any of Governmental Authority, in each case with competent jurisdiction, so as to enable the other Parties shall have reasonably objected parties hereto to consummate the filing of such documentTransactions. None of the Parties Neither Parent nor its Affiliates shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Governmental Entity Authority without the consent of the other PartiesCompany, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. Parent shall, and shall cause its Affiliates to, promptly take all reasonable actions necessary to secure the expiration or termination of any applicable waiting period under the HSR Act and resolve any objections asserted with respect to the Transactions under the Table of Contents Xxxxxxx Act or any other applicable Law raised by any Governmental Authority, in order to prevent the entry of, any Law or Order that would prevent, prohibit, restrict or delay the consummation of the Transactions; provided, however, that neither Parent nor any of its Affiliates shall, in any event, be required, to (A) sell, license, divest or dispose of or hold separate any entities, assets or businesses of Parent or its Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (B) terminate, amend or assign existing relationships or contractual rights or obligations of Parent or its Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (C) change or modify any course of conduct regarding future operations of Parent or its Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (D) otherwise take actions that would limit the respective freedom of action of Parent or its Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries) with respect to, or their ability to retain, one or more of their respective businesses, assets or rights or interests therein, (E) execute settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person or (F) commit to take any such actions in the foregoing clauses (A) through (E) (each a “Regulatory Action”), in each case if the effect of the foregoing would be material to Parent and its Affiliates following the Effective Time (including the Company and its Subsidiaries). If any Governmental Authority requires Parent or any of its Affiliates to take any Regulatory Action by or with respect to the Company or its Subsidiaries or its or their businesses or assets, and such action would constitute a breach of this Agreement, the Company may, with the prior written consent of Parent, take such action. Parent shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the Transactions. The parties to this Agreement shall not, and shall cause their respective Affiliates not to, take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”) as necessary. Nothing in this Agreement shall require any party hereto to take or agree to take, or cause to be taken, any action with respect to its assets, business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. (d) Each of the parties hereto shall each use its commercially reasonable efforts: (i) to make appropriate filings for purposes of obtaining the Telecom Approvals as promptly as practicable after the date of this Agreement to the extent not made prior to the date of this Agreement, (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to any Governmental Authority in connection with such filings or the Telecom Approvals process and (iii) to promptly take any and all steps necessary to obtain the Telecom Approvals, so as to enable the parties hereto to consummate the Transactions; provided, however, that neither Parent nor any of its Affiliates shall, in any event, be required, to take any Regulatory Action. (e) Each of the parties hereto shall use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority (including, without limitation, the FCC, FTC, DOJ and CPUC) in connection with the Transactions and the satisfaction of the Offer Conditions set forth in Annex I, and in connection with any investigation, litigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private Person, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FCC, FTC, the DOJ, the CPUC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, Table of Contents any third Person or any Governmental Authority in connection with the Transactions and (iv) unless prohibited by the applicable Governmental Authority or other Person, give the other parties hereto the opportunity to attend and participate in all meetings and conferences with such Governmental Authority or other Person. (f) The Company shall file the applications described in Section 3.5(a)(5.) of the Company Disclosure Letter as promptly as practicable after the date of this Agreement.

Consents; Filings; Further Action. Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Laws, each of the Parties shall use its respective commercially reasonable efforts to (a) obtain any consents, approvals or other authorizations required to be obtained by Parent or the Company or any of their respective Subsidiaries in connection with the Transactions Transactions, including obtaining the Requisite Acquiror Vote and (b) make any necessary filings and notifications, and thereafter make any other submissions either required or deemed appropriate by each of the Parties, with respect to the Transactions required under (i) the Securities Act, the Exchange Act and state securities or “blue sky” Laws, (ii) any applicable competition and antitrust Laws, (iii) the DGCL and Delaware Revised Uniform Limited Partnership Act, (iv) any other applicable Laws and (v) the rules and regulations of Nasdaq and NYSE. The Parties shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all such documents to the non-filing party Party and its advisors prior to filing, and none of the Parties shall file any such document if any of the other Parties shall have reasonably objected to the filing of such document. None of the Parties shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Governmental Entity without the consent of the other Parties, which consent shall not be unreasonably withheld or delayed.

Consents; Filings; Further Action. Upon (a) Without limiting the generality of Section 5.12 hereof, subject to the terms and subject conditions of this Agreement, each of the parties to this Agreement shall use its reasonable best efforts to (i) obtain any consent, license, approval, authorization or permit of, waiver by, or order of, make any filing with, and provide any notification to, any Governmental Entity that is required to be obtained or made by MeriStar or Interstate or any of their subsidiaries in connection with the conditions authorization, execution and delivery of this Agreement and in accordance with applicable Laws, each the consummation of the Parties shall use its respective commercially reasonable efforts to Merger and the other transactions contemplated by this Agreement, (a) obtain any consents, approvals or other authorizations required to be obtained by Parent or the Company or any of their respective Subsidiaries in connection with the Transactions and (bii) make any all necessary filings and notificationsfilings, and thereafter make any other submissions either required or deemed appropriate by each of the Partiesparties, with respect to this Agreement and the Transactions Merger and the other transactions contemplated by this Agreement required under (iA) the Securities Act, the Exchange Act and state securities any other applicable federal or “blue sky” Blue Sky Laws, (ii) any applicable competition and antitrust Laws, (iiiB) the DGCL and Delaware Revised Uniform Limited Partnership HSR Act, (ivC) the DGCL, (D) the MGCL, (E) any other applicable Laws and Law, (vF) the rules and regulations of Nasdaq the NYSE, and NYSE(G) the rules and regulations of the NASDAQ. The Parties parties to this Agreement shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all such documents (other than any filings under the HSR Act) to the non-filing nonfiling party and its advisors prior to filing, and none of the Parties shall parties will file any such document if any of the other Parties parties shall have reasonably objected to the filing of such documentdocument unless such filing is required by applicable Law. None of the Parties No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions Merger and the other transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent and agreement of the other Partiesparties to this Agreement, which consent shall not be unreasonably withheld or delayed.

Consents; Filings; Further Action. Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Lawshereof, each of the Parties parties hereto shall use its respective commercially reasonable best efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated hereby, (ii) obtain from Governmental Entities any consents, approvals licenses, permits, waivers, approvals, authorizations or other authorizations orders required to be obtained or made by the Parent or the Company or any of their respective Subsidiaries subsidiaries in connection with the Transactions authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (biii) make any all necessary filings and notificationsfilings, and thereafter make any other submissions either required or deemed appropriate by each of the Partiesparties, with respect to this Agreement and the Transactions Merger and the other transactions contemplated hereby required under (iA) the Securities Act, the Exchange Act and state securities or “blue sky” Laws, (ii) any applicable competition and antitrust Laws, (iii) the DGCL and Delaware Revised Uniform Limited Partnership Act, (ivB) the GCL, (C) HSR, and (D) any other applicable Laws and (v) the rules and regulations of Nasdaq and NYSELaw. The Parties parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all such documents to the non-filing nonfiling party and its advisors prior to filing, and none of the Parties shall parties will file any such document if any of the other Parties parties shall have reasonably objected to the filing of such document. None of the Parties No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions Merger and the other transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other Partiesparties to this Agreement, which consent shall not be unreasonably withheld or delayed.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawsLaw, each of the Parties parties to this Agreement shall use its commercially reasonable efforts to promptly (i) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders or other confirmations from any Governmental Authority or other Person necessary, proper or advisable to consummate the Transactions (the “Third Party Consents”), provided that the Company shall not be required to pay any material amount or change any material Contract terms or its business practices in any material manner in order to obtain any such Consent, (ii) execute and deliver any additional filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Transactions and (iii) defend or contest in good faith any Legal Action brought by a third party that could otherwise reasonably prevent or impede, interfere with, hinder or delay the consummation of the Transactions, in the case of each of clauses (i) through (iii), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Antitrust Laws, which are dealt with in Section 5.7(c) and Section 5.7(d); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall (x) be required to take any action pursuant to this Section 5.7(c) that has not been requested in writing by Parent or (y) provide notice to, request a Third Party Consent from, or pay any amount to, any Person with respect to this Agreement or the Transactions or change any Contract terms or its business practices in any manner in order to obtain any Consent, in each case without the prior written consent of Parent. The parties hereto shall coordinate efforts with respect to seeking the Third Party Consents and defending any Legal Action contemplated by clause (iii) above. (b) In furtherance and not in limitation of the foregoing, the parties to this Agreement shall each use its commercially reasonable efforts to (ai) obtain any consents, approvals take all action necessary to ensure that no Takeover Law is or other authorizations required becomes applicable to be obtained by Parent or the Company Stockholder Agreements, the Offer, the Merger or any of their respective Subsidiaries in connection with the other Transactions and (bii) make if the restrictions of any Takeover Law become applicable to the Company Stockholder Agreements, the Offer, the Merger or any of the other Transactions, take all reasonable actions necessary filings to ensure that the Company Stockholder Agreements, the Offer, the Merger and notificationsany of the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Company Stockholder Agreements or the Agreement, as applicable, and thereafter make otherwise lawfully minimize the effect of such Takeover Law on the Company Stockholder Agreements, the Offer, the Merger and any other submissions either required or deemed appropriate by each of the Parties, other Transactions. (c) Each of the parties hereto agrees: (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions required under within ten (i10) Business Days after the Securities Act, the Exchange Act and state securities or “blue sky” Lawsdate of this Agreement, (ii) to supply as promptly as reasonably practicable any applicable competition additional information and antitrust Laws, documentary material that may be requested pursuant to the HSR Act and (iii) the DGCL to promptly take any and Delaware Revised Uniform Limited Partnership Act, (iv) any other applicable Laws all steps necessary to avoid or eliminate each and (v) the rules every impediment and regulations of Nasdaq and NYSE. The Parties shall cooperate and consult with each other in connection with the making of obtain all such filings and notifications, including by providing copies of all such documents to the non-filing party and its advisors prior to filing, and none of the Parties shall file consents under any such document if Antitrust Laws that may be required by any of Governmental Authority, in each case with competent jurisdiction, so as to enable the other Parties shall have reasonably objected parties hereto to consummate the filing of such documentTransactions. None of the Parties Neither Parent nor its Affiliates shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Governmental Entity Authority without the consent of the other PartiesCompany, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. Parent shall, and shall cause its Affiliates to, promptly take all reasonable actions necessary to secure the expiration or termination of any applicable waiting period under the HSR Act and resolve any objections asserted with respect to the Transactions under the Xxxxxxx Act or any other applicable Law raised by any Governmental Authority, in order to prevent the entry of, any Law or Order that would prevent, prohibit, restrict or delay the consummation of the Transactions; provided, however, that neither Parent nor any of its Affiliates shall, in any event, be required, to (A) sell, license, divest or dispose of or hold separate any entities, assets or businesses of Parent or its Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (B) terminate, amend or assign existing relationships or contractual rights or obligations of Parent or its Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (C) change or modify any course of conduct regarding future operations of Parent or its Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (D) otherwise take actions that would limit the respective freedom of action of Parent or its Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries) with respect to, or their ability to retain, one or more of their respective businesses, assets or rights or interests therein, (E) execute settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person or (F) commit to take any such actions in the foregoing clauses (A) through (E) (each a “Regulatory Action”), in each case if the effect of the foregoing would be material to Parent and its Affiliates following the Effective Time (including the Company and its Subsidiaries). If any Governmental Authority requires Parent or any of its Affiliates to take any Regulatory Action by or with respect to the Company or its Subsidiaries or its or their businesses or assets, and such action would constitute a breach of this Agreement, the Company may, with the prior written consent of Parent, take such action. Parent shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the Transactions. The parties to this Agreement shall not, and shall cause their respective Affiliates not to, take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”) as necessary. Nothing in this Agreement shall require any party hereto to take or agree to take, or cause to be taken, any action with respect to its assets, business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. (d) Each of the parties hereto shall each use its commercially reasonable efforts: (i) to make appropriate filings for purposes of obtaining the Telecom Approvals as promptly as practicable after the date of this Agreement to the extent not made prior to the date of this Agreement, (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to any Governmental Authority in connection with such filings or the Telecom Approvals process and (iii) to promptly take any and all steps necessary to obtain the Telecom Approvals, so as to enable the parties hereto to consummate the Transactions; provided, however, that neither Parent nor any of its Affiliates shall, in any event, be required, to take any Regulatory Action. (e) Each of the parties hereto shall use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority (including, without limitation, the FCC, FTC, DOJ and CPUC) in connection with the Transactions and the satisfaction of the Offer Conditions set forth in Annex I, and in connection with any investigation, litigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private Person, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FCC, FTC, the DOJ, the CPUC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions and (iv) unless prohibited by the applicable Governmental Authority or other Person, give the other parties hereto the opportunity to attend and participate in all meetings and conferences with such Governmental Authority or other Person.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Laws, each of the Parties Investor and the Company shall use its respective commercially reasonable best efforts to (ai) obtain from any Governmental Authorities any actions, non-actions, clearances, waivers, consents, approvals approvals, permits or other authorizations orders required to be obtained by Parent or the Company or any of their respective Subsidiaries parties to this Agreement in connection with the Transactions authorization, execution, delivery and performance of this Agreement and the consummation of the Issuance and (bii) make any all necessary filings registrations and notificationsfilings, and thereafter make any other submissions either required or deemed appropriate by each of either the PartiesInvestor or the Company, in connection with respect to the Transactions required Issuance under (iA) the Securities Act, the Exchange Act and state securities or “blue sky” Laws, (ii) any applicable competition and antitrust Laws, (iii) the DGCL and Delaware Revised Uniform Limited Partnership Act, (ivB) any other applicable Laws and the Companies Act, (vC) the rules and regulations of Nasdaq the NYSE, (D) the HSR Act and NYSE(E) any other applicable Laws (including Foreign Competition Laws). The Parties Investor and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all such relevant documents to the non-filing party and or its advisors prior to filing, and none of ; provided that neither the Parties Investor nor the Company shall (x) file any such document if any of the other Parties shall have party has reasonably objected to the filing of such document. None of the Parties shall document or (y) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions Issuance at the behest of any Governmental Entity Authority without the consent of the other Partiesparty, which consent shall not be unreasonably withheld or delayed. (b) The parties to this Agreement will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing parties, and use reasonable best efforts to (i) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Issuance; (ii) keep the other parties informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the Issuance; (iii) consult with the other parties prior to taking a position, and permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority by or on behalf of any party hereto in connection with any investigations or proceedings related solely to this Agreement or the Issuance or given in connection with any proceeding by a private party and (iv) consult with the other parties in advance of any meeting or conference with, any Governmental Authority relating to the Issuance or in connection with any proceeding by a private party relating thereto, and give the other parties the opportunity to attend and participate in such meetings and conferences (unless prohibited by such Governmental Authority). The parties contemplate that as a general matter the Company shall be represented at in-person meetings with any Governmental Authority (unless prohibited by such Governmental Authority). Notwithstanding the foregoing, the Company and the Investor may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.2 as “Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by outside counsel to employees, officers, directors or consultants of the recipient or any of its Affiliates unless express permission is obtained in advance from the source of the materials (the Company or the Investor as the case may be) or its legal counsel. Each of the Company and the Investor shall cause its respective outside counsels to comply with this Section 5.2. Notwithstanding anything to the contrary in this Section 5.2 materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company, privileged communications and competitively sensitive information. (c) Each of the Investor and the Company shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding the Issuance. Each of the Company and the Investor shall make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the Issuance as soon as reasonably practicable and in any event within fifteen (15) Business Days after the date of this Agreement. Each of the Investor and the Company shall make all other required filings pursuant to other Regulatory Laws or Foreign Competition Laws with respect to the Issuance as soon as reasonably practicable and in any event within fifteen (15) Business Days after the date of this Agreement. If the Investor or the Company (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the Issuance, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request. The Investor shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which the Investor proposes to make or enter into with any Governmental Authority or any private party challenging the Issuance. (d) In furtherance and not in limitation of the foregoing, each of the Company and the Investor shall use its reasonable best efforts to (i) resolve any objections that may be asserted with respect to the Issuance under any Regulatory Laws or Foreign Competition Laws, (ii) avoid the entry of, or have vacated, lifted, reversed, overturned or terminated, any decree, injunction, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings (whether asserted by a Governmental Authority or any private party) challenging this Agreement or the consummation of the Issuance and (iii) execute and deliver any additional instruments necessary to consummate the Issuance. The Investor and the Company each shall use their reasonable best efforts to avoid or eliminate each and every impediment under any Regulatory Law or Foreign Competition Law so as to enable the Closing to occur; provided, however, that in no event shall the Investor of the Company be obligated (i) to agree, as a condition for resolving any such objections, to dispose of, divest of or hold separate any of its properties or other assets, or the properties or other assets of the Company or its Subsidiaries after the consummation of the Issuance, (ii) to subject itself to any restriction on the operation of its business or the business of its Subsidiaries or (iii) to commence, pursue or defend any litigation. No party to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Authority without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable LawsAgreement, each of the Parties parties to this Agreement shall use its respective commercially reasonable efforts to (ai) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, approvals licenses, permits, waivers, approvals, authorizations or other authorizations orders required to be obtained or made by the Parent or the Company or any of their respective Subsidiaries subsidiaries in connection with the Transactions authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (biii) make any all necessary filings and notificationsfilings, and thereafter make any other submissions either required or deemed appropriate by each of the Partiesparties, with respect to this Agreement and the Transactions Merger and the other transactions contemplated by this Agreement required under (iA) the Securities Act, the Exchange Act and state securities any other applicable federal or “blue sky” Blue Sky Laws, (iiB) any applicable competition and antitrust Lawsthe HSR Act, (iiiC) the DGCL and Delaware Revised Uniform Limited Partnership Actthe German Stock Corporation Law (Aktiengesetz), (ivD) any other applicable Laws Law and (vE) the rules and regulations of the Nasdaq and NYSENational Market. The Parties parties to this Agreement shall cooperate and consult with each other in connection with the making of all such filings and notificationsfilings, including by providing copies of all such documents to the non-filing nonfiling party and its advisors prior to filing, and none of the Parties shall parties will file any such document if any of the other Parties parties shall have reasonably objected to the filing of such document. None of the Parties No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions Merger and the other transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent and agreement of the other Partiesparties to this Agreement, which consent shall not be unreasonably withheld or delayed.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Laws, each of the Parties Investor and the Company shall use its respective commercially reasonable best efforts to (ai) obtain from any Governmental Authorities any actions, non-actions, clearances, waivers, consents, approvals approvals, permits or other authorizations orders required to be obtained by Parent or the Company or any of their respective Subsidiaries parties to this Agreement in connection with the Transactions authorization, execution, delivery and performance of this Agreement and the consummation of the Issuance and (bii) make any all necessary filings registrations and notificationsfilings, and thereafter make any other submissions either required or deemed appropriate by each of either the PartiesInvestor or the Company, in connection with respect to the Transactions required Issuance under (iA) the Securities Act, the Exchange Act and state securities or “blue sky” Laws, (ii) any applicable competition and antitrust Laws, (iii) the DGCL and Delaware Revised Uniform Limited Partnership Act, (ivB) any other applicable Laws and the Companies Act, (vC) the rules and regulations of Nasdaq the NYSE, (D) the HSR Act and NYSE(E) any other applicable Laws (including Foreign Competition Laws). The Parties Investor and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all such relevant documents to the non-filing party and or its advisors prior to filing, and none of ; provided that neither the Parties Investor nor the Company shall (x) file any such document if any of the other Parties shall have party has reasonably objected to the filing of such document. None of the Parties shall document or (y) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions Issuance at the behest of any Governmental Entity Authority without the consent of the other Partiesparty, which consent shall not be unreasonably withheld or delayed. (b) The parties to this Agreement will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing parties, and use reasonable best efforts to (i) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Issuance; (ii) keep the other parties informed in all material respects

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Laws, each of the Parties Purchaser Parties, on the one hand, and the Company and the Operating Partnership, on the other hand, shall (i) use its respective commercially reasonable best efforts to (a) obtain any consents, approvals or other authorizations authorizations, and make any filings and notifications required to be obtained by Parent or the Company or any of their respective Subsidiaries in connection with the Transactions transactions contemplated by this Agreement and (bii) make any necessary filings and notifications, and thereafter make any other submissions either required or deemed appropriate by each of either Parent or the PartiesCompany, in connection with respect to the Transactions required transactions contemplated by this Agreement under (iA) the Securities Act, Act and the Exchange Act and state securities or “blue sky” Laws, (ii) any applicable competition and antitrust Laws, (iii) the DGCL and Delaware Revised Uniform Limited Partnership Act, (ivB) the MGCL and DRULPA, (C) the NYSE rules and regulations and (D) any other applicable Laws and (v) the rules and regulations of Nasdaq and NYSELaws. The Parties Purchaser Parties, on the one hand, and the Company and the Operating Partnership, on the other hand, shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all such relevant documents to the non-filing party and its advisors prior to filing. Neither the Purchaser Parties, on the one hand, nor the Company and none of the Parties Operating Partnership, on the other hand, shall file any such document if any of the other Parties shall have party has reasonably objected to the filing of such document. None of Neither the Parties Purchaser Parties, on the one hand, nor the Company and the Operating Partnership, on the other hand, shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other Partiesparty, which consent shall not be unreasonably withheld or delayed. (b) Each of the Purchaser Parties, on the one hand, and the Company and the Operating Partnership, on the other hand, shall use their respective commercially reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Transactions, (ii) disclosed in the Company Disclosure Letter or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Partnership Merger Effective Time. In the event that the Company or the Operating Partnership shall fail to obtain any third party consent described above, the Company and the Operating Partnership shall use its best efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company, the Operating Partnership and the Purchaser Parties and their respective businesses resulting, or which could reasonably be expected to result, after the Partnership Merger Effective Time, from the failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Entity) with respect to any transaction contemplated by this Agreement, (i) without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any Liability or other obligation due to such Person and (ii) none of the Purchaser Parties or their respective affiliates shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any Liability or other obligation.