Common use of Consents; Further Assurances Clause in Contracts

Consents; Further Assurances. (a) During the period prior to the Closing Date, the Seller shall use its commercially reasonable efforts to, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of the Seller or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents. (b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of material rights that the Seller is entitled to retain, the Seller and the Buyer shall cooperate in any lawful and commercially reasonable arrangement, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and, to the extent the Buyer obtains such claims, rights and benefits, assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Transferred Asset or any claim or right or any benefit arising thereunder and, to the extent the Buyer obtains such claims, rights and benefits, the Buyer shall indemnify and promptly pay the Seller for all liabilities of the Seller associated with such Transferred Asset. (c) Each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by the Transaction Documents as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by the Transaction Documents, including the Product Authorizations, and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (to the extent necessary) or any other applicable Law. (d) Each of the Parties shall promptly notify the other Party of any written communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other Party to review in advance any proposed written communication by such Party to any Governmental Authority. Neither Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all non-confidential correspondence, filings or written communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (e) During the period prior to the Closing Date, the Seller shall use its reasonable best efforts to obtain an estoppel agreement from each of the landlords identified on Exhibit K in form and substance reasonably satisfactory to the Buyer (the “Landlord Estoppels”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirements of the Seller or any of its Affiliates to pay money to any third party (including any landlord). The Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure of the Seller to obtain any of the Landlord Estoppels. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on (i) the failure to obtain any of the Landlord Estoppels, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any of the Landlord Consents.

Consents; Further Assurances. (a) During the period prior Subject to the Closing Date, the Seller shall use its commercially reasonable efforts to, terms and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals conditions of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of Company, on the Seller or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breachedone hand, and no condition Parent and Merger Sub, on the other hand, shall, and shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e)cause their respective subsidiaries to, based solely on use their respective reasonable best efforts (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents. (b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of material rights that the Seller is entitled to retain, the Seller and the Buyer shall cooperate in any lawful and commercially reasonable arrangement, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and, to the extent the Buyer obtains such claims, rights and benefits, assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Transferred Asset or any claim or right or any benefit arising thereunder and, to the extent the Buyer obtains such claims, rights and benefits, the Buyer shall indemnify and promptly pay the Seller for all liabilities of the Seller associated with such Transferred Asset. (c) Each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things actions necessary, proper or advisable under applicable Law to comply promptly with (and, as necessary, to vacate any restraints or otherwise prohibitions under) all Applicable Laws and other legal requirements that may be imposed on such parties or their affiliates with respect to consummate and make effective the transactions contemplated by hereby and, subject to the Transaction Documents conditions set forth in Article 8 hereof, to consummate the transactions contemplated hereby as promptly as practicable, including and (ii) to obtain (and to cooperate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by them or any of their respective subsidiaries in connection with the transactions contemplated hereby, and to comply with the terms and conditions of any such consent, authorization, order or approval; provided that the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (and in no event shall any party be deemed to be obligated under this Agreement to undertake any of the following) (i) obtain from entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of Entity in connection with the transactions contemplated hereby, or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the Transaction Documentsforegoing) with respect to any of its or the Company’s subsidiaries or any of their respective affiliates’ businesses, including assets or properties. (b) Without limitation of the Product Authorizationsforegoing, each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, undertakes and agrees to file as soon as practicable, but in all cases, within ten (10) Business Days following the date hereof (except that the requirement to make such filings within ten (10) Business Days shall not apply to (a) any filing with the European Commission (other than the Form CO, which the parties agree to file with the European Commission in draft form within the ten (10) Business Day period) or (b) any required notification to the antitrust authorities in Brazil, which shall instead be filed within the statutory deadline of fifteen (15) Business Days following the date hereof), (i) a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”), and (ii) such other filings with any other Governmental Entities as may be required under any applicable foreign antitrust, competition or trade regulation law, as set forth in Schedule 6.5. Each of Parent, Merger Sub and the Company, as applicable, shall (x) respond as promptly make all necessary filingsas practicable to any inquiries or requests for additional information or documentation received from the FTC, the Antitrust Division or any other Governmental Entity, and thereafter make (y) not extend any waiting period under the HSR Act or any foreign antitrust, competition or trade regulation law or enter into any agreement with the FTC, the Antitrust Division or any other required submissionsGovernmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Subject to the provision set forth in Section 6.5(a), each of Parent and Merger Sub shall offer to take (and if such offer is accepted, commit to take) all steps which it is capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation law or that may be asserted by the FTC, the Antitrust Division or any other Governmental Entity with respect to the transactions contemplated by this Agreement required under so as to enable the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (Closing to occur prior to the extent necessary) or any other applicable LawOutside Date. (dc) Each of the Parties party shall promptly notify furnish to the other Party and the Stockholder Representative copies of any notices or written communication it communications received by Parent or any of its Affiliates receives affiliates from any third party or any Governmental Authority relating Entity with respect to the matters that are the subject of transactions contemplated by this Agreement Agreement, and such party shall permit counsel to the other Party party and the Stockholder Representative an opportunity to review in advance advance, and such party shall consider in good faith the views of such counsel in connection with, any proposed written communication communications by such Party party and/or its affiliates to any third party or any Governmental AuthorityEntity, including the FTC and Antitrust Division, concerning the transactions contemplated by this Agreement. Neither Party shall agree Each party agrees to provide the other party, the Stockholder Representative and their counsel the opportunity, on reasonable advance notice, to participate in any meeting with any Governmental Authority substantive meetings or discussions, either in respect of any filingsperson or by telephone, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by between such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all non-confidential correspondence, filings or written communications between them or party and/or any of their Representativesits affiliates, agents or advisors, on the one hand, and any third party or Governmental Authority or members of its staffEntity, including the FTC and Antitrust Division, on the other hand, concerning or in connection with respect to this Agreement and the transactions contemplated hereby. (ed) During In no event shall the period prior to the Closing Date, the Seller shall use its reasonable best efforts to obtain an estoppel agreement from each of the landlords identified on Exhibit K in form and substance reasonably satisfactory to the Buyer (the “Landlord Estoppels”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirements of the Seller Company or any of its Affiliates subsidiaries be obligated to bear any expense or pay money any fee or grant any concession in connection with obtaining any consents, authorizations or approvals required in order to any third party (including any landlord)consummate the transactions contemplated hereby. The Seller shall not have any liability whatsoever Notwithstanding the foregoing, to the Buyer arising solely out of extent that any such expenses are paid by the Company or relating solely to the failure of the Seller to obtain any of the Landlord Estoppels. No representationits subsidiaries, warranty or covenant none of the Seller contained herein such amounts shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on (i) the failure to obtain any of the Landlord Estoppels, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any of the Landlord ConsentsTransaction Expenses.

Consents; Further Assurances. (a) During Subject to, and not in limitation of, Section 5.5, A/N, on the period prior to one hand, and Cheetah, on the Closing Dateother hand, the Seller shall cooperate and use its respective commercially reasonable efforts to, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of the Seller or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents. (b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of material rights that the Seller is entitled to retain, the Seller and the Buyer shall cooperate in any lawful and commercially reasonable arrangement, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and, to the extent the Buyer obtains such claims, rights and benefits, assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Transferred Asset or any claim or right or any benefit arising thereunder and, to the extent the Buyer obtains such claims, rights and benefits, the Buyer shall indemnify and promptly pay the Seller for all liabilities of the Seller associated with such Transferred Asset. (c) Each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper necessary or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by the Transaction Documents fulfill as promptly as practicable, including practicable the conditions to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by the Transaction Documents, including the Product Authorizations, and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (to the extent necessary) or any other applicable Law. (d) Each of the Parties shall promptly notify the other Party of any written communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of Closing in this Agreement and permit consummate the other Party to review in advance any proposed written communication by such Party to any Governmental AuthorityContribution. Neither Party shall agree to participate in any meeting with any Governmental Authority in respect Without limiting the generality of any filingsthe foregoing, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all non-confidential correspondence, filings or written communications between them or any of their RepresentativesA/N, on the one hand, and any Governmental Authority or members of its staffCheetah, on the other hand, shall each, with the reasonable cooperation of the other(s), use commercially reasonable efforts to obtain and maintain all A/N Consents and Cheetah Consents, respectively. If, notwithstanding the exercise of their commercially reasonable efforts and compliance with this Section 5.4 and Section 5.5, A/N is unable to obtain one or more of the A/N Consents, A/N shall reasonably cooperate with Cheetah’s efforts to obtain each such A/N Consent for a period of 12 months following the Closing. For the avoidance of doubt, except as otherwise provided in Article VI, none of the parties’ obligations to effect the Closing shall be conditioned on obtaining any A/N Consents or Cheetah Consents. (b) Nothing contained in this Agreement shall require the expenditure or payment of any funds (other than in respect of normal and usual attorneys’ fees, filing fees or other normal costs of doing business), the giving of any other consideration by Cheetah, A/N, Bengal or their respective Subsidiaries with respect to seeking any A/N Consents or Cheetah Consents or any regulatory approvals pursuant to Section 5.5. (c) Each party shall execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable to evidence, consummate or implement expeditiously the Contribution. (d) In consultation with Cheetah, A/N shall comply with all requirements of the TWEAN Agreement necessary in order to permit the satisfaction of the condition set forth in Section 6.1(f). Until the earlier of the Closing and the date that this Agreement is terminated in accordance with Article VIII, A/N shall (i) as promptly as practicable inform Cheetah of the content of any oral communications with, and as promptly as practicable provide to Cheetah copies of any written communications with, TWCE or any of its Representatives relating to the Offer Notice, any Counter-Offer (including for the avoidance of doubt a copy of the terms of any Counter-Offer), the Contribution or the transactions contemplated by this Agreement and (ii) give Cheetah notice of any meeting with TWCE or any of its Representatives in respect of any such matter, and shall give Cheetah a description of the transactions contemplated herebypurpose of and, to the extent known, agenda for such meeting. (e) During The parties shall negotiate in good faith the period prior to the Closing Date, the Seller shall use its reasonable best efforts to obtain an estoppel agreement from each definitive terms of the landlords identified on Exhibit K in form Transaction Agreements (for the avoidance of doubt, other than the Stockholders Agreement) and substance the Amended and Restated Certificate as promptly as reasonably satisfactory to practicable after the Buyer (the “Landlord Estoppels”); provided, however, that notwithstanding anything to the contrary in date of this Agreement, on the terms and conditions set forth in Exhibit B, to the extent applicable, and with such efforts other customary terms as may be reasonably agreed upon by the Seller parties. On the Closing Date and concurrently with the Closing, each of A/N, New Cheetah and Cheetah Holdco shall not include any requirements enter into the Transaction Agreements (for the avoidance of doubt, other than the Seller Stockholders Agreement). (f) Without the consent of Cheetah, (i) no Amendment shall be agreed to by A/N or any of its Affiliates with respect to pay money to any third party (including any landlord). The Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure of the Seller to obtain any of the Landlord Estoppels. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on (ix) the failure to obtain any of the Landlord EstoppelsTWEAN Documents, or (y) any non-de minimis TWCE Agreement (other than programming Contracts) and (ii) A/N and its Affiliates shall not enter into any lawsuitContract with TWCE or any of its Affiliates that would constitute a non-de minimis TWCE Agreement (other than programming Contracts) or agree to any Amendment to any such Contract entered into after the date hereof, actionin the case of each of clauses (i)(y) and (ii), claimsuch consent not to be unreasonably withheld, proceeding conditioned or investigation commenced or threatened by or on behalf of any Person arising out of or relating delayed. (g) Notwithstanding anything to the failure to obtain contrary herein, nothing in this Agreement shall require Cheetah, New Cheetah or any of their Subsidiaries to take any action that would breach the Landlord ConsentsComcast Agreement or any agreement entered into in connection therewith.

Consents; Further Assurances. (a) During the period prior Subject to the Closing Date, the Seller shall use its commercially reasonable efforts to, terms and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals conditions of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement each of the Seller or any of its Affiliates to pay money to any third partyparties hereto, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breachedshall, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e)cause their respective affiliates to, based solely on use their respective reasonable best efforts (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents. (b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of material rights that the Seller is entitled to retain, the Seller and the Buyer shall cooperate in any lawful and commercially reasonable arrangement, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and, to the extent the Buyer obtains such claims, rights and benefits, assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Transferred Asset or any claim or right or any benefit arising thereunder and, to the extent the Buyer obtains such claims, rights and benefits, the Buyer shall indemnify and promptly pay the Seller for all liabilities of the Seller associated with such Transferred Asset. (c) Each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things actions necessary, proper or advisable under applicable Law to comply promptly with all legal requirements that may be imposed on such parties or otherwise their Subsidiaries with respect to the transactions contemplated hereby (including making all legally required filings) and, subject to the conditions set forth in ARTICLE 8, to consummate the transactions contemplated hereby as promptly as practicable and make effective (ii) to obtain (and to cooperate with the other parties to obtain) as promptly as practicable any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by them or any of their respective affiliates in connection with the transactions contemplated hereby, and to comply with the terms and conditions of any such consent, authorization, order or approval. In connection therewith, each of the parties shall, and shall cause their respective affiliates to provide, such information and communications to Governmental Entities as such Governmental Entities may request. (b) Without limitation of the foregoing, Parent on the one hand, and the Company on the other hand, undertakes and agrees to file as soon as practicable, but in all cases, within ten (10) Business Days following the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each of Parent and the Company, as applicable, shall (x) respond as promptly as practicable to any inquiries or requests for additional information or documentation received from the FTC, the Antitrust Division or any other Governmental Entity, and (y) not extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with the FTC, the Antitrust Division or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the Transaction Documents prior written consent of the other parties hereto. Parent shall offer to take (and if such offer is accepted, commit to take) all steps which it is capable of taking to avoid or eliminate impediments under any Antitrust Laws that may be asserted by the FTC, the Antitrust Division or any other Governmental Entity with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as promptly as practicablepracticable following the date of this Agreement and, in any event, prior to the Outside Date, and shall defend through litigation on the merits any claim asserted in any court by any party, including appeals. Without limiting the foregoing, Parent shall propose, negotiate, offer to commit and effect (iand if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or its Subsidiaries (including the Company or any of its Subsidiaries) obtain from Governmental Authorities or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Parent or its Subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Persons all consentsOrder in any suit or proceeding, approvalswhich would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. At the request of Parent, authorizationsthe Company shall agree to divest, qualifications and orders as are necessary for hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Company or any of its Subsidiaries; provided that any such action shall be conditioned upon the consummation of the Closing and the transactions contemplated hereby. (c) Without limitation of the foregoing subsection (a), in connection with the transactions contemplated by this Agreement, the Transaction DocumentsCompany shall, including at its sole cost and expense, comply with any requirements of ISRA and, in furtherance of the Product Authorizationsforegoing, and the Company shall (i) within five (5) Business Days after execution of this Agreement, make any required filings or notifications (such as a General Information Notice, as defined under ISRA) to the New Jersey Department of Environmental Protection (“NJDEP”), (ii) promptly make all necessary filingsretain a Licensed Site Remediation Professional (as defined under ISRA) at Ramboll Environ, Inc. or other technical environmental consulting firm reasonably acceptable to Parent to conduct any required Preliminary Assessment (as defined under ISRA) and such other investigation as may be required by ISRA, and thereafter make (iii) prior to Closing, for any property subject to ISRA, submit to NJDEP, prior to Closing, a Remediation Certification (as defined under ISRA) or such authorization as may be required by N.J.A.C. § 7:26B-1.8 and take such other commercially reasonable steps required submissionsto complete the transactions contemplated by this Agreement; provided that the Company shall provide Parent with a reasonable opportunity, with respect for five (5) Business Days or such shorter time period as may be required, to this Agreement required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976review and comment on any draft reports prepared, as amended (to the extent necessary) issued or any other applicable Lawproposed ISRA forms or submissions prior to any submission to or filing with the NJDEP made in furtherance of this Section 7.5(c). (d) Each of the Parties parties shall promptly notify furnish to the other Party copies of any notices or written communication it communications, and a written summary of any oral communications, in each case received by such party or any of its Affiliates receives affiliates from any third party or any Governmental Authority relating Entity with respect to the matters that are the subject of transactions contemplated by this Agreement Agreement, and each party shall permit counsel to the other Party party an opportunity to review in advance advance, and shall consider in good faith the views of such counsel in connection with, any proposed written communication communications (including, for the avoidance of doubt, any filings and/or notices) by such Party any other party or its affiliates to any third party or any Governmental AuthorityEntity, including the FTC and the Antitrust Division, concerning the transactions contemplated by this Agreement. Neither Party shall agree Each party agrees to provide the other parties and its counsel the opportunity, on reasonable advance notice, to participate in any meeting with any Governmental Authority substantive meetings or discussions, either in respect of any filingsPerson or by telephone, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by between such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all non-confidential correspondence, filings or written communications between them or party and/or any of their Representativesits affiliates, agents or advisors, on the one hand, and any third party or Governmental Authority or members of its staffEntity, including the FTC and the Antitrust Division, on the other hand, concerning or in connection with respect to this Agreement and the transactions contemplated hereby. (e) During the period prior to the Closing Date, the Seller shall use its reasonable best efforts to obtain an estoppel agreement from each of the landlords identified on Exhibit K in form and substance reasonably satisfactory to the Buyer (the “Landlord Estoppels”); provided, however, that notwithstanding anything to the contrary Except as otherwise specifically provided in this AgreementAgreement (including Section 7.5(b)), such efforts by in no event shall any party hereto be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the Seller transactions contemplated herein and the Company and its Subsidiaries shall not include be entitled to bear any requirements of the Seller such expense or pay any of its Affiliates to pay money to such fee or grant any third party (including any landlord). The Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure of the Seller to obtain any of the Landlord Estoppels. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on (i) the failure to obtain any of the Landlord Estoppels, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any of the Landlord Consentssuch concession without Parent’s prior written consent.

Consents; Further Assurances. (a) During the period prior to the Closing Date, the Seller shall use its commercially reasonable efforts Subject to, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of the Seller or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents. (b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of material rights that the Seller is entitled to retainlimitation of, the Seller and the Buyer shall cooperate in any lawful and commercially reasonable arrangementSection 5.4, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and, to the extent the Buyer obtains such claims, rights and benefits, assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Transferred Asset or any claim or right or any benefit arising thereunder and, to the extent the Buyer obtains such claims, rights and benefits, the Buyer shall indemnify and promptly pay the Seller for all liabilities of the Seller associated with such Transferred Asset. (c) Each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by the Transaction Documents as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by the Transaction Documents, including the Product Authorizations, and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (to the extent necessary) or any other applicable Law. (d) Each of the Parties shall promptly notify the other Party of any written communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other Party to review in advance any proposed written communication by such Party to any Governmental Authority. Neither Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all non-confidential correspondence, filings or written communications between them or any of their RepresentativesSeller, on the one hand, and any Governmental Authority or members of its staffAcquiror, on the other hand, shall cooperate and use its respective commercially reasonable efforts to fulfill as promptly as practicable the conditions to Closing in this Agreement to the extent it has the ability to control the satisfaction of such conditions. Without limiting the generality of the foregoing, Seller, on the one hand, and Acquiror, on the other hand, shall each, with the reasonable cooperation of the other(s), use commercially reasonable efforts to obtain and maintain all Seller Consents and Acquiror Consents, respectively. If, notwithstanding the exercise of their commercially reasonable efforts and compliance with this Section 5.3 and Section 5.4, Seller is unable to obtain one or more of the Seller Consents, Seller shall reasonably cooperate with Acquiror’s efforts to obtain each such Seller Consent for a period of 12 months following the Closing. (b) Nothing contained in this Agreement shall require the expenditure or payment of any funds (other than in respect of normal and usual attorneys’ fees, filing fees or other normal costs of doing business), the giving of any other consideration by Acquiror, the Company or the Subsidiaries or any adjustment to the Final Consideration with respect to this Agreement and the transactions contemplated herebyseeking any Seller Consents or Acquiror Consents or any regulatory approvals pursuant to Section 5.4. (ec) During Each party shall execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable to evidence, consummate or implement expeditiously the period prior Transaction. (d) As soon as reasonably practicable after the receipt by Seller of a written request by Acquiror, but in no event later than five Business Days following receipt of such request, Seller shall cause the Company to, at Acquiror’s option, give proper contingent notice under the Indenture of the Company’s intent to redeem the Notes on the Closing Date (or a date that is up to five Business Days following the Closing Date) and to take all other necessary and desirable actions in accordance with the Indenture to permit the redemption of the Notes on such date. Such notice will be subject to the review and approval of Acquiror, and Seller shall cause the Company to revoke such notice at the direction of Acquiror upon not less than two Business Days’ written notice. Acquiror shall reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or the Company in connection with the redemption of the Notes and will be responsible for the payment of all payments with respect to any redemption, including the principal amount of the Notes (and the accrued interest thereon), any redemption payment with respect thereto, and any premium to be paid in excess of the principal amount of the Notes (and the accrued interest thereon) to be redeemed. Acquiror shall indemnify and hold harmless Seller, the Seller shall use its reasonable best efforts Company, the Subsidiaries and their respective directors, officers, employees, affiliates, advisors, agents or Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any actions taken pursuant to obtain an estoppel agreement from each of this Section 5.3(d); provided that the landlords identified on Exhibit K in form foregoing indemnity will not, as to any indemnified person, apply to liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and substance reasonably satisfactory penalties to the Buyer extent that they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (the “Landlord Estoppels”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirements of the Seller or any of its Affiliates to pay money to any third party (including any landlord). The Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure of the Seller to obtain any of the Landlord Estoppels. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on (ix) the gross negligence, willful misconduct or fraud of such indemnified person or (y) Seller’s failure to obtain cause the Company to revoke, at the direction of Acquiror upon not less than two Business Days’ written notice, any of the Landlord Estoppels, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any of the Landlord Consentsredemption notice given in accordance with this Section 5.3(d).

Consents; Further Assurances. (a) During the period prior to the Closing Date, the Seller shall use its commercially reasonable efforts to, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of the Seller or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents. (b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of material rights that the Seller is entitled to retain, the Seller and the Buyer shall cooperate in any lawful and commercially reasonable arrangement, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and, to the extent the Buyer obtains such claims, rights and benefits, assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Transferred Asset or any claim or right or any benefit arising thereunder and, to the extent the Buyer obtains such claims, rights and benefits, the Buyer shall indemnify and promptly pay the Seller for all liabilities of the Seller associated with such Transferred Asset. (c) Each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by the Transaction Documents as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by the Transaction Documents, including the Product Authorizations, and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (to the extent necessary) or any other applicable Law. (d) Each of the Parties shall promptly notify the other Party of any written communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other Party to review in advance any proposed written communication by such Party to any Governmental Authority. Neither Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all non-confidential correspondence, filings or written communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (e) During the period prior to the Closing Date, the Seller shall use its reasonable best efforts to obtain an estoppel agreement from each of the landlords identified on Exhibit K in form and substance reasonably satisfactory to the Buyer (the “Landlord Estoppels”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirements of the Seller or any of its Affiliates to pay money to any third party (including any landlord). The Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure of the Seller to obtain any of the Landlord Estoppels. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on (i) the failure to obtain any of the Landlord Estoppels, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any of the Landlord Consents.

Consents; Further Assurances. (a) During In addition to the period actions specifically provided for elsewhere in this Agreement and the Separation and Distribution Agreement, each of the parties shall use commercially reasonable efforts, prior to and after the Closing DateEffective Time, the Seller shall use its commercially reasonable efforts to, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of the Seller or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents. (b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of material rights that the Seller is entitled to retain, the Seller and the Buyer shall cooperate in any lawful and commercially reasonable arrangement, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and, to the extent the Buyer obtains such claims, rights and benefits, assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Transferred Asset or any claim or right or any benefit arising thereunder and, to the extent the Buyer obtains such claims, rights and benefits, the Buyer shall indemnify and promptly pay the Seller for all liabilities of the Seller associated with such Transferred Asset. (c) Each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action actions, and to do, or cause to be done, all things things, reasonably necessary, proper or advisable under applicable Law or otherwise Laws and agreements to consummate and make effective the transactions contemplated by this Agreement; provided, however, that neither party shall be obligated under this Section 3 to pay any consideration, grant any concession or incur any additional Liability to any Third Party other than ordinary and customary fees paid to a Governmental Authority. (b) Without limiting the Transaction Documents as promptly as practicableforegoing, including prior to and after the Effective Time, each party shall cooperate with the other party, without any further consideration, but at the expense of the requesting party, (i) obtain from to execute and deliver, or use reasonable best efforts to execute and deliver, or cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfer as such party may reasonably be requested to execute and deliver by the other party, (ii) to make, or cause to be made, all filings with, and to obtain, or cause to be obtained, all Consents of any Governmental Authorities and Authority or any other Persons all consentsPerson under any permit, approvalslicense, authorizationsagreement, qualifications and orders as are necessary for the consummation of indenture or other instrument, (iii) to obtain, or cause to be obtained, any Governmental Approvals or other Consents required to effect the transactions contemplated by hereby, (iv) to make, or cause to be made, all filings with a Governmental Authority necessary to ensure the Transaction Documentsassignment, including the Product Authorizations, transfer or other modification of Government Approvals as may be required pursuant to any Environmental Law; and (iiv) promptly make to take, or cause to be taken, all necessary filings, and thereafter make any such other required submissions, with respect actions as such Party may reasonably be requested to this Agreement required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (to the extent necessary) or any other applicable Law. (d) Each of the Parties shall promptly notify take by the other Party from time to time, in each case consistent with the terms of any written communication it or any of its Affiliates receives from any Governmental Authority relating this Agreement, in order to effectuate the matters that are the subject provisions and purposes of this Agreement and permit the other Party to review in advance any proposed written communication by such Party to any Governmental Authority. Neither Party shall agree to participate in any meeting with any Governmental Authority in respect transfers of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend Contributed Assets and participate at such meeting. Subject to the Confidentiality Agreementassignments and assumptions of Assumed Liabilities, the Parties will coordinate Cash Payment and cooperate fully with each other in exchanging such information and providing such assistance the Stock Issuance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all non-confidential correspondence, filings or written communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to contemplated by this Agreement and the other transactions contemplated hereby. (ec) During Promptly following the period prior to the Closing DateEffective Time, the Seller shall use its reasonable best efforts to obtain an estoppel agreement from each of the landlords identified on Exhibit K in form and substance reasonably satisfactory to the Buyer (the “Landlord Estoppels”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirements of the Seller or any of its Affiliates to pay money to any third party (including any landlord). The Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure of the Seller to obtain any of the Landlord Estoppels. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breachedEHP shall, and no condition shall be deemed not satisfiedcause EIC to, based solely on (i) amend and restate the failure to obtain any of Note in substantially the Landlord Estoppels, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any of the Landlord Consents.form attached hereto as Exhibit A.

Consents; Further Assurances. (a) During the period prior to the Closing Date, the Seller The Sellers shall use its their commercially reasonable efforts toto obtain at the earliest practicable date all consents, waivers, approvals and notices required to consummate, or in connection with, the transactions contemplated by this Agreement, including the consents, waivers, approvals and notices referred to in Sections 3.4 and 4.4 hereof, all at the Sellers’ sole cost and expense. All such consents, waivers, approvals and notices shall be in writing and in form and substance satisfactory to the Purchaser, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any executed counterparts of such consents, waivers and approvals shall be delivered to the Purchaser promptly after receipt thereof, and copies of any third party (other than any Governmental Body) required such notices shall be delivered to be obtained to consummate the transactions contemplated by this Agreement (collectively, Purchaser promptly after the “Required Consents”); provided, however, that notwithstanding making thereof. Notwithstanding anything to the contrary in this Agreement, such efforts by neither the Seller shall not include any requirement of the Seller or Purchaser nor any of its Affiliates shall be required to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) amounts in connection with obtaining any Required Consents without the Seller’s prior written consent (which consent shall consent, waiver or approval. Subject to, and not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a)limitation of, the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representationforegoing, warranty or covenant each of the Seller contained herein Sellers, the Company and the Purchaser shall be breached or deemed breachedfrom time to time, as and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e)when requested by any party, based solely on (i) the failure to obtain any such Required Consentsexecute and deliver, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents. (b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended cause to be transferred hereunderexecuted and delivered, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of material rights that the Seller is entitled to retain, the Seller documents and the Buyer instruments and shall cooperate in any lawful and commercially reasonable arrangement, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and, to the extent the Buyer obtains such claims, rights and benefits, assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Transferred Asset or any claim or right or any benefit arising thereunder and, to the extent the Buyer obtains such claims, rights and benefits, the Buyer shall indemnify and promptly pay the Seller for all liabilities of the Seller associated with such Transferred Asset. (c) Each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to dosuch further or other actions, as such other party may reasonably deem necessary or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise desirable to consummate and make effective the transactions contemplated by this Agreement or any other Transaction Document, including, in the Transaction Documents case of the Sellers, executing and delivering to the Purchaser such assignments, consents and other instruments as the Purchaser or its counsel may reasonably request as necessary or desirable for such purpose. Without limiting the generality of the foregoing, the parties will, as promptly as practicable, apply for and diligently prosecute all applications for, and will use their commercially reasonable efforts promptly to: (a) effect all necessary registrations and filings required to be filed by such party, (b) defend any lawsuits or other Proceedings, whether judicial or administrative, whether brought derivatively or on behalf of third parties (including to (i) obtain from Governmental Authorities and other Persons all consentsor Government Officials), approvals, authorizations, qualifications and orders as are necessary for challenging this Agreement or the consummation of the transactions contemplated by the Transaction Documents, including the Product Authorizations, hereby and (iic) promptly make all necessary filings, furnish to each other such information and thereafter make any other required submissions, assistance and to consult with respect to this Agreement required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (to the extent necessary) or any other applicable Law. (d) Each of the Parties shall promptly notify the other Party terms of any written communication it registration, filing, application or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other Party to review in advance any proposed written communication by such Party to any Governmental Authority. Neither Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance undertaking as the other Party reasonably may reasonably request be requested in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all non-confidential correspondence, filings or written communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated herebyforegoing. (e) During the period prior to the Closing Date, the Seller shall use its reasonable best efforts to obtain an estoppel agreement from each of the landlords identified on Exhibit K in form and substance reasonably satisfactory to the Buyer (the “Landlord Estoppels”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirements of the Seller or any of its Affiliates to pay money to any third party (including any landlord). The Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure of the Seller to obtain any of the Landlord Estoppels. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on (i) the failure to obtain any of the Landlord Estoppels, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any of the Landlord Consents.

Consents; Further Assurances. (a) During the period prior Subject to the Closing Dateterms and conditions of this Agreement and applicable Law, the Seller Company, on the one hand, and Parent and Merger Sub, on the other hand, shall, and shall use its commercially reasonable efforts cause their respective Subsidiaries to, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such use their respective reasonable best efforts by the Seller shall not include any requirement of the Seller or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents. (b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of material rights that the Seller is entitled to retain, the Seller and the Buyer shall cooperate in any lawful and commercially reasonable arrangement, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and, to the extent the Buyer obtains such claims, rights and benefits, assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Transferred Asset or any claim or right or any benefit arising thereunder and, to the extent the Buyer obtains such claims, rights and benefits, the Buyer shall indemnify and promptly pay the Seller for all liabilities of the Seller associated with such Transferred Asset. (c) Each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things actions necessary, proper or advisable under applicable Law to comply promptly with all legal requirements that may be imposed on such parties or otherwise their Subsidiaries with respect to consummate and make effective the transactions contemplated by hereby (including making all legally required filings) and, subject to the Transaction Documents conditions set forth in ARTICLE VIII, to consummate the transactions contemplated hereby as promptly as practicable (including, in respect of the Company and its respective Subsidiaries and without limitation, providing Parent and Merger Sub with information reasonably requested by Parent to create consolidated projected income statements, balance sheets and cash flow statements, in each case after giving effect to the transactions contemplated hereby) and (ii) to obtain (and to cooperate with the other parties to obtain) as promptly as practicable any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by them or any of their respective Subsidiaries in connection with the transactions contemplated hereby, and to comply with the terms and conditions of any such consent, authorization, order or approval. In connection therewith, the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall, and shall cause their respective Subsidiaries to provide, such information and communications to Governmental Entities as such Governmental Entities may request. (b) Without limitation of the foregoing, each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, undertakes and agrees to file as soon as practicable, including to but in all cases, no later than five (5) days following the date hereof, (i) obtain from Governmental Authorities a Notification and other Persons all consents, approvals, authorizations, qualifications Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and orders as are necessary for the consummation Antitrust Division of the transactions contemplated by United States Department of Justice (the Transaction Documents, including the Product Authorizations“Antitrust Division”), and (ii) promptly make all necessary filings, and thereafter make such other filings with any other required submissions, with respect to this Agreement Governmental Entities as may be required under any other applicable Antitrust Laws. Each of Parent, Merger Sub and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Company, as amended applicable, shall (x) respond as promptly as practicable to any inquiries or requests for additional information or documentation received from the extent necessary) FTC, the Antitrust Division or any other applicable LawGovernmental Entity, and (y) not extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with the FTC, the Antitrust Division or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, such consent not to be unreasonably withheld, conditioned or delayed. Parent shall pay all fees required by any Antitrust filings. (dc) Each of the Parties Parent shall promptly notify furnish to the other Party Company copies of any notices or written communication it communications, and a written summary of any oral communications, in each case received by Parent or any of its Affiliates receives affiliates from any third party or any Governmental Authority relating Entity with respect to the matters that are transactions contemplated by this Agreement, and Parent shall permit counsel to the subject of this Agreement and permit the other Party Company an opportunity to review in advance advance, and Parent shall consider in good faith the views of such counsel in connection with, any proposed written communication communications (including, for the avoidance of doubt, any filings and/or notices) by such Party Parent and/or its affiliates to any third party or any Governmental AuthorityEntity, including the FTC and the Antitrust Division, concerning the transactions contemplated by this Agreement. Neither Party shall agree Parent agrees to provide the Company and its counsel the opportunity, on reasonable advance notice, to participate in any meeting with any Governmental Authority substantive meetings or discussions, either in respect of any filingsperson or by telephone, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all non-confidential correspondence, filings or written communications between them or Parent and/or any of their Representativesits affiliates, agents or advisors, on the one hand, and any third party or Governmental Authority or members of its staffEntity, including the FTC and the Antitrust Division, on the other hand, concerning or in connection with respect to this Agreement and the transactions contemplated hereby. (e) During the period prior to the Closing Date, the Seller shall use its reasonable best efforts to obtain an estoppel agreement from each of the landlords identified on Exhibit K in form and substance reasonably satisfactory to the Buyer (the “Landlord Estoppels”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirements of the Seller or any of its Affiliates to pay money to any third party (including any landlord). The Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure of the Seller to obtain any of the Landlord Estoppels. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on (i) the failure to obtain any of the Landlord Estoppels, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any of the Landlord Consents.

Consents; Further Assurances. (a) During the period prior Subject to the Closing Dateterms and conditions hereof, the Seller shall Parties agree to use its commercially reasonable efforts to, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of the Seller or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents. (b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of material rights that the Seller is entitled to retain, the Seller and the Buyer shall cooperate in any lawful and commercially reasonable arrangement, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and, to the extent the Buyer obtains such claims, rights and benefits, assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Transferred Asset or any claim or right or any benefit arising thereunder and, to the extent the Buyer obtains such claims, rights and benefits, the Buyer shall indemnify and promptly pay the Seller for all liabilities of the Seller associated with such Transferred Asset. (c) Each of the Parties shall use all their commercially reasonable efforts to take, or cause to be taken, all appropriate action actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by the Transaction Documents as promptly as practicablepracticable the Transactions and to cooperate with each other in connection with the foregoing, including using their commercially reasonable efforts to (i) obtain all necessary waivers, consents and approvals from Governmental Authorities and other Persons parties to the Material Contracts, (ii) obtain all consents, approvals and authorizations that are required to be obtained under any applicable Law, (iii) prevent the entry, enactment or promulgation of any threatened or pending Governmental Order that would adversely affect the ability of the Parties to consummate the Transactions, (iv) lift or rescind any Governmental Order adversely affecting the ability of the Parties to consummate the Transactions, and (v) effect all necessary registrations, applications, notices and filings and submissions of information requested by Governmental Authorities. Notwithstanding the foregoing or anything else in this Agreement (other than as provided in Section 4.04 hereof), nothing in this Agreement will require Seller, the Company or the Company’s Subsidiaries to agree to or execute any material changes to any Contracts, offer or grant any accommodation (financial or otherwise), commence any Action or make any payments to any third party in order to obtain third party consents to the Transactions. (b) Without limiting the foregoing, each Party shall use commercially reasonable efforts to (i) make their respective filings under the HSR Act as promptly as practicable after the Effective Date (but in no event later than five (5) Business Days after the Effective Date), (ii) cause the satisfaction of such other filing requirements, or the issuance of such approvals, authorizationsclearances, qualifications consents or authorizations as may be required with respect to any other applicable Antitrust Law, (iii) request early termination of applicable waiting periods under the HSR Act or other Antitrust Law, (iv) comply at the earliest practicable date with any request for information or documentary material received by Purchasers or Seller or any of their Affiliates from any Governmental - 52 - Authority, and orders as are necessary for (v) avoid the entry of any Governmental Order whether temporary, preliminary or permanent, under the HSR Act or any other Antitrust Law, that would have the effect of prohibiting, preventing or restricting consummation of the transactions contemplated Transactions. The Parties shall use their commercially reasonable efforts to resolve such objections, if any, as may be asserted by the Transaction Documents, including the Product Authorizations, and (ii) promptly make all necessary filings, and thereafter make any other required submissions, Governmental Authority with respect to this Agreement required the Transactions under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (to the extent necessary) or any other Antitrust Law. If any administrative, judicial or legislative Action is instituted (or threatened to be instituted) challenging the Transactions as in violation of the HSR Act or any other Antitrust Law, each Party shall cooperate with the other and use its commercially reasonable efforts to contest any such Action. (c) Notwithstanding anything herein to the contrary, Purchasers shall not be required by this Section 6.01 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of Purchasers, the Company or any of their respective Affiliates, (B) limit Purchasers’ freedom of action with respect to, or their ability to consolidate and control, the Company and its Subsidiaries or any of their assets or businesses or any of Purchasers’ or their Affiliates’ other assets or businesses, (C) limit Purchasers’ ability to acquire or hold, or exercise full rights of ownership with respect to, the Shares, or (D) violate or be prohibited by applicable Law. (d) Each The Parties’ commercially reasonable efforts under Section 6.01(b) will include, subject to Section 6.01(c) (i) reasonably cooperating in all respects with each other in connection with any filing or submission and in connection with any Action under an Antitrust Law relating to this Agreement or the Transactions, (ii) promptly keeping each other appropriately informed of the Parties shall promptly notify the other Party of any written communication it or any of its Affiliates receives substantive communications from any and to a Governmental Authority under an Antitrust Law relating to the matters that are the subject of this Agreement or the Transactions, (iii) conferring with each other in advance, and permit the other Party reasonably considering each other’s views, regarding appropriate contacts with and responses to review in advance any proposed written communication by such Party to any a Governmental Authority. Neither Party shall agree , (iv) providing each other in advance, with a reasonable opportunity for review and comment thereon, drafts of all substantive written communications to participate a Governmental Authority concerning an Action under an Antitrust Law relating to this Agreement or the Transactions, (v) not arranging for or participating in any meeting with any Governmental Authority in respect of any filingsAction under an Antitrust Law relating to this Agreement or the Transactions without consulting with each other in advance, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives giving the other Party the opportunity to attend and participate at in such meeting. Subject , and (vi) furnishing all information reasonably required for any application or other filing to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request be made pursuant to any applicable Law of any Governmental Authority in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all non-confidential correspondence, filings or written communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated herebyTransactions. (e) During Purchasers shall pay the period prior cost of all fees payable to the Closing Date, the Seller shall use its reasonable best efforts to obtain an estoppel agreement from each of the landlords identified on Exhibit K a Governmental Authority in form and substance reasonably satisfactory to the Buyer (the “Landlord Estoppels”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirements of the Seller or any of its Affiliates to pay money to any third party (including any landlord). The Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure of the Seller to obtain any of the Landlord Estoppels. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on (i) the failure to obtain any of the Landlord Estoppels, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or connection with filings relating to the failure to obtain any of Transactions under the Landlord ConsentsHSR Act or other Antitrust Law.

Consents; Further Assurances. (a) During the period prior Subject to the Closing Dateterms and conditions of this Agreement, the Seller each Party shall use its commercially reasonable efforts to, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of the Seller or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents. (b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of material rights that the Seller is entitled to retain, the Seller and the Buyer shall cooperate in any lawful and commercially reasonable arrangement, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and, to the extent the Buyer obtains such claims, rights and benefits, assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing or subleasing to the Buyer. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Transferred Asset or any claim or right or any benefit arising thereunder and, to the extent the Buyer obtains such claims, rights and benefits, the Buyer shall indemnify and promptly pay the Seller for all liabilities of the Seller associated with such Transferred Asset. (c) Each of the Parties shall use all commercially reasonable best efforts to take, or cause to be taken, all appropriate action actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement. Without limiting the Transaction Documents as promptly as practicablegenerality of the foregoing, including the Parties will use their respective reasonable best efforts to (i) prepare and file as soon as practicable all forms, registrations and notices relating to the consents of Governmental Bodies that are required by applicable Law to be filed in order to consummate transactions contemplated by this Agreement that are material to the Contributed Assets or to Buyer and its Affiliates as soon as reasonably possible following the Effective Date, and take such actions as are reasonably necessary to obtain from any consents from, or to avoid any action or proceeding by, any Governmental Authorities and other Persons all consents, Body relating to such approvals, authorizations(ii) take all actions necessary to transfer the Contributed Assets, qualifications and orders (iii) take all actions necessary to cause all conditions set forth in ‎Article 7 to be satisfied as are necessary for soon as practicable, (iv) lift or rescind any existing Order preventing, prohibiting or delaying the consummation of the transactions contemplated by this Agreement, and (v) execute and deliver any additional instruments necessary to fully carry out the Transaction Documentspurposes of this Agreement; provided, however, that nothing in this Agreement, including this Section ‎6.4 shall require Buyer or the Product AuthorizationsCompany to (A) consent to any material condition or material concession required by any Governmental Body or third party; (B) consent to any divestitures of any material subsidiary or material assets of Buyer or its Affiliates or the Company, or of the Contributed Assets or accept any material limitation on or material condition on the manner in which any of the foregoing conducts its business; (C) pay any material amounts required or requested by any Governmental Body; or (D) accept an agreement to hold separate any material portion of any business or of any material assets of any material subsidiary of Buyer or its Affiliates or the Company, or of the Contributed Assets. Buyer, Seller and the Company shall not, and shall cause their respective Affiliates not to, take any action that would reasonably be expected to prevent or materially delay the approval of any Governmental Body of any of the filings referred to in this Section ‎6.4(a). (b) Each Party shall (i) respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Body relating to the matters described in Section ‎6.4(a), and (ii) promptly make all necessary filings, and thereafter make not enter into any other required submissions, agreement with respect any Governmental Body agreeing not to consummate the transactions contemplated by this Agreement required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (to the extent necessary) or any other applicable LawAgreement. (dc) Each In connection with and without limiting the foregoing, each Party shall, subject to applicable Law and except as prohibited by any applicable representative of the Parties shall any applicable Governmental Body: (i) promptly notify the other Party Parties of any material written communication it or any of its Affiliates receives to that Party from any Governmental Authority relating to the matters that are the subject of Body concerning this Agreement or the transactions contemplated hereby, and permit the other Party Parties to review in advance (and to consider any comments made by the other Parties in relation to) any proposed written communication by such Party to any Governmental Authority. Neither Party shall of the foregoing; (ii) not participate in or agree to participate in any meeting substantive meeting, telephone call or discussion with any Governmental Authority Body in respect of any filings, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party Parties in advance and, to the extent permitted by such Governmental AuthorityBody, gives the other Party Parties the opportunity to attend and participate at in such meeting. Subject , telephone call or discussion; and (iii) subject to the Confidentiality Agreementattorney-client and similar applicable privileges, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as furnish outside legal counsel for the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. Subject to the Confidentiality Agreement, the Parties will provide each other with copies of all non-confidential correspondence, filings or filings, and written communications (and memoranda setting forth the substance thereof) between them or any of such Party and its Affiliates and their Representativesrespective representatives, on the one hand, and any Governmental Authority Body or its members of its staffor their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. (e) During the period prior to the Closing Date, the Seller shall use its reasonable best efforts to obtain an estoppel agreement from each of the landlords identified on Exhibit K in form and substance reasonably satisfactory to the Buyer (the “Landlord Estoppels”); provided, however, that notwithstanding anything any such Party may limit the disclosure of filings to protect confidential information, including limiting dissemination of filings on an “outside counsel only” basis. (d) Each Party shall, from time to time (whether before or after the Closing Date), upon the request of the other Party, execute, acknowledge and deliver to the contrary in other Party such other documents or instruments, and take any and all actions as are reasonably necessary for the implementation and consummation of the transactions contemplated by this Agreement, such efforts by the Seller shall not include any requirements of the Seller or any of its Affiliates to pay money to any third party (including any landlord). The Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure of the Seller to obtain any of the Landlord Estoppels. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on (i) the failure to obtain any of the Landlord Estoppels, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any of the Landlord Consents.