Common use of Consents of Third Parties; Governmental Approvals Clause in Contracts

Consents of Third Parties; Governmental Approvals. (a) ------------------------------------------------- Parent and Buyer agree to use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective the transactions contemplated by this Agreement and permit Buyer, following the consummation of the transactions contemplated by this Agreement, to continue to conduct any part of the Business previously conducted in any of the jurisdictions covered by the International Licenses, including all of the following: (i) seeking to obtain prior to the Closing Date all licenses, certificates, permits, approvals, consents, authorizations, qualifications and orders of Governmental Bodies as are necessary for the consummation of the transactions contemplated hereby, including such consents and approvals as may be required under the HSR Act, as set forth below and any similar foreign legislation; (ii) seeking to obtain all necessary or appropriate consents of third parties, other than consents of Governmental Bodies; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Bodies in connection with this Agreement and the transactions contemplated hereby; (iv) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time; and (v) seeking to take such actions as are necessary to satisfy the conditions to Closing; provided, however, that such action shall not include any requirement to expend -------- ------- expend any significant amounts of money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; and provided, further, that Buyer shall not be obligated hereunder -------- ------- to divest (x) any portion of the Business or (y) any of its assets owned prior to the Closing Date. The proviso that the parties not be required to expend any significant amounts of money shall not be construed so as to limit the parties' responses to requests by Governmental Bodies for additional information or documentary material. Parent and Buyer shall cooperate fully with each other to the extent reasonable in connection with the foregoing.

Consents of Third Parties; Governmental Approvals. (a) ------------------------------------------------- Quixote and DMI shall act diligently and reasonably to secure, before the Closing Date, the consent, approval or waiver, in form and substance reasonably acceptable to Parent, from each party to any of the Sellers' Agreements required to be obtained to assign or transfer the same to Cinram or to otherwise satisfy the conditions set forth on Section 9.5; PROVIDED, HOWEVER, that none of Quixote, DMI, Parent or Cinram shall have any obligation to offer or pay any consideration in order to obtain any such consent, approval or waiver; PROVIDED FURTHER that if any such party shall reasonably request the guarantee by Parent of the obligations of Cinram under the agreement to be assigned as a condition to giving such consent, approval or waiver and Parent shall refuse to deliver such guarantee, the assignment of such agreement shall not be required and Quixote and DMI shall have no obligation to indemnify any Cinram Group Member with respect to such assignment pursuant to Section 11.1(a)(iv); and PROVIDED FURTHER that Quixote and DMI shall not make any agreement or enter into any understanding affecting the Purchased Assets or the Business in connection with obtaining any such consent, approval or waiver without the prior written consent of Parent. During the period prior to the Closing Date, Parent and Buyer agree Cinram shall act diligently and reasonably cooperate with Quixote and DMI to use their commercially reasonable efforts to takeobtain the consents, or cause to be taken, all actions approvals and to do, or cause to be done, all things necessary to consummate and make effective the transactions waivers contemplated by this Agreement Section 7.3(a) and Section 9.5. (b) During the period prior to the Closing Date, Quixote, DMI, Parent and Cinram shall act diligently and reasonably cooperate with the others to secure all consents and approvals of all Governmental Bodies required to be obtained in order to assign or transfer the Governmental Permits to Cinram, to permit Buyer, following the consummation of the transactions contemplated by this AgreementAgreement or to otherwise satisfy the conditions set forth in Section 9.4; PROVIDED, to continue to conduct HOWEVER, that Quixote and DMI shall not make any part of agreement or enter into any understanding affecting the Purchased Assets or the Business previously conducted in any of the jurisdictions covered by the International Licenses, including all of the following: (i) seeking to obtain prior to the Closing Date all licenses, certificates, permits, approvals, consents, authorizations, qualifications and orders of Governmental Bodies as are necessary for the consummation of the transactions contemplated hereby, including such consents and approvals as may be required under the HSR Act, as set forth below and any similar foreign legislation; (ii) seeking to obtain all necessary or appropriate consents of third parties, other than consents of Governmental Bodies; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Bodies in connection with this Agreement and obtaining any such consent or approval without the transactions contemplated hereby; (iv) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes prior written consent of this Agreement at the earliest practicable time; and (v) seeking to take such actions as are necessary to satisfy the conditions to Closing; provided, however, that such action shall not include any requirement to expend -------- ------- expend any significant amounts of money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; and provided, further, that Buyer shall not be obligated hereunder -------- ------- to divest (x) any portion of the Business or (y) any of its assets owned prior to the Closing DateParent. The proviso that the parties not be required to expend any significant amounts of money shall not be construed so as to limit the parties' responses to requests by Governmental Bodies for additional information or documentary material. Parent and Buyer shall cooperate fully with each other to the extent reasonable in connection with the foregoing7.4.

Consents of Third Parties; Governmental Approvals. (a) ------------------------------------------------- Parent and Buyer agree to use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective the transactions contemplated by this Agreement and permit Buyer, following the consummation of the transactions contemplated by this Agreement, to continue to conduct any part of the Business previously conducted in any of the jurisdictions covered by the International Licenses, including all of the following: (i) seeking to obtain prior to the Closing Date all licenses, certificates, permits, approvals, consents, authorizations, qualifications and orders of Governmental Bodies as are necessary for the consummation of the transactions contemplated hereby, including such consents and approvals as may be required under the HSR Act, as set forth below and any similar foreign legislation; (ii) seeking to obtain all necessary or appropriate consents of third parties, other than consents of Governmental Bodies; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Bodies in connection with this Agreement and the transactions contemplated hereby; (iv) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time; and (v) seeking to take such actions as are necessary to satisfy the conditions to Closing; providedPROVIDED, howeverHOWEVER, that such action shall not include any requirement to expend -------- ------- expend any significant amounts of money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; and providedPROVIDED, furtherFURTHER, that Buyer shall not be obligated hereunder -------- ------- to divest (x) any portion of the Business or (y) any of its assets owned prior to the Closing Date. The proviso that the parties not be required to expend any significant amounts of money shall not be construed so as to limit the parties' responses to requests by Governmental Bodies for additional information or documentary material. Parent and Buyer shall cooperate fully with each other to the extent reasonable in connection with the foregoing.

Consents of Third Parties; Governmental Approvals. (a) ------------------------------------------------- Parent From and after the date hereof, the Buyer agree to and the Seller shall use their commercially respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under any Requirements of Laws to consummate and make effective in the transactions contemplated by this Agreement most expeditious manner practicable the Transactions, including (i) the preparation and permit Buyerfiling of all forms, following registrations and notices required to be filed to consummate the consummation Transactions, (ii) the satisfaction of the transactions other Party’s conditions to consummating the Transactions, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Third Party, including any Governmental Authority (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any Governmental Authority responsible for or having jurisdiction over antitrust, competition, trade regulation, foreign investment and/or national security or defense matters) required to be obtained or made by the Buyer or the Seller or any of their respective Subsidiaries or RDA in connection with the Transactions or the taking of any action contemplated by this Agreement, to continue to conduct any part including obtaining written consents for the assignment and novation of (and release of the Business previously conducted in any Seller by such Third Party from) all Liabilities under each of the jurisdictions covered by Leases and Contracts from any third party whose consent is required (but, for the International Licensesavoidance of doubt, including all the Parties acknowledge that Federal Acquisition Regulation Section 42.1204(h)(3) restricts the release of the following: (i) seeking to obtain prior to the Closing Date all licensesSeller from certain Liabilities), certificates, permits, approvals, consents, authorizations, qualifications and orders of Governmental Bodies as are necessary for the consummation of the transactions contemplated hereby, including such consents and approvals as may be required under the HSR Act, as set forth below and any similar foreign legislation; (ii) seeking to obtain all necessary or appropriate consents of third parties, other than consents of Governmental Bodies; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Bodies in connection with this Agreement and the transactions contemplated hereby; (iv) seeking to take such actions the execution and execute and deliver such documents as may be delivery of any additional instruments necessary to effectuate consummate the Transactions and to fully carry out the purposes of this Agreement. Additionally, each of the Buyer and the Seller shall use all reasonable best efforts to fulfill all conditions precedent to this Agreement at and shall not take any action after the earliest practicable time; and (v) seeking date of this Agreement that would reasonably be expected to take materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such actions as are Governmental Authority necessary to satisfy the conditions to Closing; provided, however, that such action shall not include any requirement to expend -------- ------- expend any significant amounts of money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; and provided, further, that Buyer shall not be obligated hereunder -------- ------- to divest (x) any portion of the Business or (y) any of its assets owned obtained prior to the Closing Date. The proviso that the parties not be required to expend any significant amounts of money shall not be construed so as to limit the parties' responses to requests by Governmental Bodies for additional information or documentary material. Parent and Buyer shall cooperate fully with each other to the extent reasonable in connection with the foregoingClosing.

Consents of Third Parties; Governmental Approvals. Seller will use its reasonable best efforts to obtain, before the Closing, the consent, approval or waiver (a) ------------------------------------------------- Parent and Buyer agree from any party to use their commercially reasonable efforts any Contract set forth on Schedule 3.1(e) or otherwise to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective the transactions contemplated by this Agreement and permit Buyer, following the consummation of the transactions contemplated by this Agreement, Agreement and (b) from any Governmental Body required to continue be obtained to conduct any part of the Business previously conducted in any of the jurisdictions covered by the International Licenses, including all of the following: (i) seeking to obtain prior to the Closing Date all licenses, certificates, permits, approvals, consents, authorizations, qualifications and orders of Governmental Bodies as are necessary for permit the consummation of the transactions contemplated hereby, including such consents and approvals as may be required under by this Agreement or to otherwise satisfy the HSR Act, as conditions set forth below in Section 7.4 and Section 8.3; provided that (i) with respect to clause (a), neither Seller nor Buyer shall have any similar foreign legislation; obligation to offer or pay any consideration in order to obtain any such consents, approvals or waivers, except to the extent Buyer determines to assume any Indebtedness of the Company or its Subsidiaries or to cause such Indebtedness to remain outstanding following the Closing, in which case Buyer shall be obligated to pay any consideration in order to obtain any such consent related to the assumption of such Indebtedness or causing such Indebtedness to remain outstanding following the Closing, and (ii) seeking with respect to obtain all necessary both clauses (a) and (b), Seller shall not make any agreement or appropriate understanding affecting the assets or business of the PropCo Entities as a condition for obtaining any such consents or waivers except with the prior written consent of third parties, other than consents Buyer. During the period after the date of Governmental Bodies; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Bodies in connection with this Agreement and prior to the transactions Closing Date, Buyer will use its reasonable best efforts to cooperate with Seller to obtain the consents, approvals and waivers contemplated hereby; (iv) seeking by this Section 5.3. Notwithstanding anything to take such actions the contrary contained herein, Seller and execute Buyer shall cooperate in good faith and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time; and (v) seeking to take such actions as are necessary to satisfy obtain, or avoid the conditions need to Closing; providedobtain, howeverthe consent of a landlord of an Excluded Facility, that such action shall not include any requirement to expend -------- ------- expend any significant amounts of money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; and provided, further, that Buyer shall not be obligated hereunder -------- ------- to divest (x) any portion of the Business or (y) any of its assets owned prior give effect to the Closing Date. The proviso that transactions contemplated hereby, including through the parties not be required to expend any significant amounts use of money shall not be construed so a mutually agreeable modified structure for the applicable leases and leaving the Lease Guarantees in place and executing a reaffirmation thereof (if required) as to limit the parties' responses to requests contemplated by Governmental Bodies for additional information or documentary material. Parent and Buyer shall cooperate fully with each other to the extent reasonable in connection with the foregoingSection 5.16.

Consents of Third Parties; Governmental Approvals. (a) ------------------------------------------------- Parent Subject to the terms and Buyer agree to conditions of this Agreement, each party shall use their its commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the transactions contemplated hereby as soon as practicable after the date hereof. Without limiting the foregoing, (i) each of Purchaser and Seller agrees to douse its commercially reasonable efforts to take, or cause to be donetaken, all things necessary actions necessary, proper or advisable to consummate and make effective comply promptly with all legal requirements that may be imposed on itself or its Affiliates with respect to the transactions contemplated by this Agreement hereby (which actions shall include furnishing, or causing its applicable Affiliates to furnish, all information requested in connection with approvals of or filings with any Person or other Governmental Authority) and permit Buyer, following the consummation shall promptly cooperate with and furnish information to each other in connection with any such requests to any of them or any of their respective Affiliates in connection with the transactions contemplated hereby, and (ii) each of Purchaser and Seller shall, and shall cause its Affiliates to, use its or their commercially reasonable efforts to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other public or private third Person necessary, proper or advisable to be obtained or made Purchaser or Seller in connection with the transactions contemplated hereby or the taking of any action contemplated by this Agreement, including any party to continue any Material Contract required to conduct be obtained to assign or transfer any part of such Material Contract to Purchaser; provided that neither Seller nor Purchaser shall have any obligation to offer or pay any consideration or to divest or hold separate any assets or operations or to agree to any restrictions on its business following the Business previously conducted Closing in any of the jurisdictions covered by the International Licenses, including all of the following: (i) seeking order to obtain prior to the Closing Date all licenses, certificates, permits, approvals, any such consents, authorizations, qualifications and orders of Governmental Bodies as are necessary for the consummation of the transactions contemplated hereby, including such consents and approvals as may be required under the HSR Act, as set forth below and any similar foreign legislation; (ii) seeking to obtain all necessary authorizations or appropriate consents of third parties, other than consents of Governmental Bodies; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Bodies in connection with this Agreement and the transactions contemplated hereby; (iv) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time; and (v) seeking to take such actions as are necessary to satisfy the conditions to Closing; provided, however, that such action shall not include any requirement to expend -------- ------- expend any significant amounts of money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third partyapprovals; and provided, further, that Buyer Seller shall not be obligated hereunder -------- ------- to divest (x) make any portion of agreement or understanding affecting the Purchased Assets or the Business as a condition for obtaining any such consents or (y) any waivers except with the prior written consent of its assets owned Purchaser. During the period prior to the Closing Date. The proviso that , Purchaser shall use commercially reasonable efforts to cooperate with Seller in attempting to obtain the parties not be required to expend any significant amounts of money shall not be construed so as to limit the parties' responses to requests consents, approvals and waivers contemplated by Governmental Bodies for additional information or documentary material. Parent and Buyer shall cooperate fully with each other to the extent reasonable in connection with the foregoingthis Section 7.7(a).

Consents of Third Parties; Governmental Approvals. (a) ------------------------------------------------- Parent Sellers will act diligently and Buyer agree reasonably in attempting to use their commercially reasonable efforts obtain, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to takeBuyer, or cause from any party to any Material Seller Agreement required to be takenobtained to assign, all actions and transfer or novate any such Agreements to do, Buyer or cause to be done, all things necessary to consummate and make effective the transactions contemplated by this Agreement and permit Buyer, following the consummation of the transactions contemplated by this Agreement, to continue to conduct any part of the Business previously conducted in any of the jurisdictions covered by the International Licenses, including all of the following: (i) seeking to obtain prior to the Closing Date all licenses, certificates, permits, approvals, consents, authorizations, qualifications and orders of Governmental Bodies as are necessary for the consummation of the transactions contemplated hereby, including such consents and approvals as may be required under the HSR Act, as set forth below and any similar foreign legislation; (ii) seeking to obtain all necessary or appropriate consents of third parties, other than consents of Governmental Bodies; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Bodies in connection with this Agreement and the transactions contemplated hereby; (iv) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time; and (v) seeking to take such actions as are necessary to otherwise satisfy the conditions set forth in Section 9.5; provided that neither Sellers nor Buyer shall have any obligation to Closing; provided, however, that such action shall not include any requirement to expend -------- ------- expend any significant amounts of money, commence or participate in any litigation or offer or grant pay any accommodation (financial consideration in order to obtain any such consents or otherwise) to any third partyapprovals; and provided, further, that Sellers shall not make any agreement or understanding affecting the Purchased Assets or the Business as a condition for obtaining any such consents or waivers except with the prior written consent of Buyer. During the period prior to the Closing Date, Buyer shall act diligently and reasonably to cooperate with Sellers in attempting to obtain the consents, approvals and waivers contemplated by this Section 7.3(a). If any such consent shall not be obligated hereunder -------- ------- obtained or if any attempted assignment would be ineffective or would impair Buyer's rights under the Material Seller Agreement in question so that Buyer would not in effect acquire the benefit of all such rights, Sellers, to divest the maximum extent permitted by Requirements of Laws and such Material Seller Agreement, shall act after the Closing as Buyer's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by law and the Seller Agreement, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer. Sellers will use commercially reasonable efforts to obtain the consent, approval or waiver of any Seller Agreements (xincluding any Material Seller Agreement consent not obtained prior to Closing and any novation of a Government Contract) any portion of within ninety (90) days after the Business or (y) any of its assets owned Closing Date, to the extent the same have not been obtained prior to the Closing Date. The proviso that Notwithstanding anything to the parties not be required to expend contrary set forth in any significant amounts such consent, approval or waiver (including any novation of money any Government Contract) or any document executed in connection therewith (including the Subcontract), nothing set forth in any such consent, approval or waiver (including any novation of any Government Contract) or any document executed in connection therewith (including the Subcontract) shall not be construed so as to in any way limit the parties' responses rights, obligations or remedies of any party to requests by Governmental Bodies for additional information or documentary material. Parent and Buyer shall cooperate fully with each other this Agreement, including the right of a party to the extent reasonable in connection with the foregoingseek indemnification hereunder.

Consents of Third Parties; Governmental Approvals. (a) ------------------------------------------------- Parent Seller will act diligently and Buyer agree reasonably and Buyer, upon request of Seller, shall reasonably cooperate with Seller in attempting to use their commercially reasonable efforts secure, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to takethe other party, or cause required to be taken, all actions and to do, or cause to be done, all things necessary obtained from any party (other than a Governmental Body) to consummate and make effective the transactions contemplated by this Agreement and permit Buyer, following the consummation of the transactions contemplated by this Agreement, to continue to conduct any part of the Business previously conducted in any of the jurisdictions covered by the International Licenses, including all of the following: (i) seeking to obtain prior to the Closing Date all licenses, certificates, permits, approvals, consents, authorizations, qualifications and orders of Governmental Bodies as are necessary for the consummation of the transactions contemplated hereby, including such consents and approvals as may be required under the HSR Act, as set forth below and any similar foreign legislation; (ii) seeking to obtain all necessary or appropriate consents of third parties, other than consents of Governmental Bodies; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Bodies in connection with this Agreement and the transactions contemplated hereby; (iv) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time; and (v) seeking to take such actions as are necessary to satisfy the conditions to Closing; provided, however, that such action shall not include any requirement of Seller or any of its Affiliates (including the Company and the Subsidiaries) to expend -------- ------- expend any significant amounts of money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; and provided, further, that Buyer shall not be obligated hereunder -------- ------- to divest . (xb) any portion of During the Business or (y) any of its assets owned period prior to the Closing Date, Buyer shall act diligently and reasonably, and Seller, upon the request of Buyer, shall use its reasonable efforts to cooperate with Buyer, in attempting to secure any consents and approvals of any Governmental Body required to be obtained by Buyer in order to permit the consummation of the transactions contemplated by this Agreement. The proviso (c) As promptly as practicable and in any event not more than 10 days after the date hereof, Buyer and Seller shall file with the Federal Trade Commission and the Antitrust Division of the Department of Justice the notifications and other information required to be filed under the HSR Act with respect to the transactions contemplated hereby. Each party warrants that all such filings by it will be, as of the parties not date filed, true and accurate in all material respects and in material compliance with the requirements of the HSR Act. Each of Buyer and Seller agrees to file any additional information requested by such agencies under the HSR Act and to make available to the other such information as each of them may reasonably request relative to its business, assets and property as may be required of each of them to expend any significant amounts file such additional information. Each of money shall not be construed so as to limit the parties' responses to requests by Governmental Bodies for additional information or documentary material. Parent Buyer and Buyer shall cooperate fully with each other Seller will provide to the extent reasonable other copies of all correspondence between it (or its advisors) and any such agency relating to this Agreement or any of the matters described in connection this Section 7.3(c), provided that such correspondence does not contain or reveal confidential information of Buyer, Seller or their respective Affiliates. Buyer and Seller agree that, except as either party may otherwise agree, all telephonic calls and meetings with such agencies regarding the foregoing.transactions contemplated hereby or any of the matters described in this Section 7.3(c) shall include representatives of each of Buyer and Seller. Section 7.4

Consents of Third Parties; Governmental Approvals. (a) ------------------------------------------------- Parent (i) During the period prior to the Closing Date (or, with respect to the closing of the sale of the BD Equity Interests, the Deferred BD Closing Date, if applicable), Buyer shall use its reasonable best efforts, and Buyer agree to Seller Parent, upon the request of Buyer, shall use their its commercially reasonable efforts to takecooperate with Buyer, or cause in attempting to secure any consents and approvals of any Third Party required to be taken, all actions and to do, or cause to be done, all things necessary obtained to consummate and make effective the transactions contemplated by this Agreement and permit Buyer, following the consummation of the transactions contemplated by this Agreement, to continue to conduct any part of the Business previously conducted in any of the jurisdictions covered by the International Licenses, including all of the following: as promptly as practicable (i) seeking to obtain prior to the Closing Date all licenses, certificates, permits, approvals, consents, authorizations, qualifications and orders of Governmental Bodies as are necessary for the consummation of the transactions contemplated hereby, including such consents and approvals as may be required under the HSR Act, as set forth below and any similar foreign legislation; (ii) seeking to obtain all necessary or appropriate consents of third parties, other than consents of Governmental Bodies; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Bodies in connection with this Agreement and the transactions contemplated hereby; (iv) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time; and (v) seeking to take such actions as are necessary to satisfy the conditions to Closing“Required Third Party Consents”); provided, however, that such action shall not include any requirement of Seller Parent, the Business Subsidiaries, any Selling Party or any of their Affiliates to expend -------- ------- expend any significant amounts of money, commence or participate in any litigation or litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third partyThird Party; and provided, further, that neither Buyer nor their respective officers, employees or authorized representatives may contact any such Third Party without providing Seller Parent with advance notice and a reasonable opportunity to participate in any such contact. For the avoidance of doubt, no representation, warranty or covenant of Seller Parent contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, based on, in and of itself, (i) the failure to obtain any Required Third Party Consents or (ii) any action, suit or proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Third Party Consents. Notwithstanding the foregoing, this Section 7.3(a) shall not limit Buyer’s remedies with respect to a breach of Seller Parent’s representations and warranties contained in Section 5.3(b). Buyer shall not be obligated hereunder -------- ------- to divest (x) any portion consult with and consider in good faith the views of the Business or (y) any of its assets owned prior to the Closing Date. The proviso that the parties not be required to expend any significant amounts of money shall not be construed so as to limit the parties' responses to requests by Governmental Bodies for additional information or documentary material. Seller Parent and Buyer shall cooperate fully with each other to the extent reasonable regarding all matters in connection with attempting to secure any Required Third Party Consents, and the foregoingdesign and implementation of the strategy for obtaining such Required Third Party Consents and the communications related thereto shall be controlled by Seller Parent.

Consents of Third Parties; Governmental Approvals. (a) ------------------------------------------------- Parent From and after the Original Agreement Date, the Buyer agree to and the Seller shall use their commercially respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary necessary, proper or advisable under any Requirements of Laws to consummate and make effective in the transactions contemplated by this Agreement most expeditious manner practicable the Transactions, including (i) the preparation and permit Buyerfiling of all forms, following registrations and notices required to be filed to consummate the consummation Transactions, (ii) the satisfaction of the transactions other Party’s conditions to consummating the Transactions, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Third Party, including any Governmental Authority (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any Governmental Authority responsible for or having jurisdiction over antitrust, competition, trade regulation, foreign investment and/or national security or defense matters) required to be obtained or made by the Buyer or the Seller or any of their respective Subsidiaries or RDA in connection with the Transactions or the taking of any action contemplated by this Agreement, to continue to conduct any part including obtaining written consents for the assignment and novation of (and release of the Business previously conducted in any Seller by such Third Party from) all Liabilities under each of the jurisdictions covered by Leases and Contracts from any third party whose consent is required (but, for the International Licensesavoidance of doubt, including all the Parties acknowledge that Federal Acquisition Regulation Section 42.1204(h)(3) restricts the release of the following: Seller from certain Liabilities), and (iiv) seeking the execution and delivery of any additional instruments necessary to obtain consummate the Transactions and to fully carry out the purposes of this Agreement. Additionally, Buyer shall expeditiously make reasonable best efforts to reach an agreement with the staff of the U.S. Federal Trade Commission regarding the scope of any required remedy involving the business related to Liquid Divert and Attitude Control Systems. Further, each of the Buyer and the Seller shall use all reasonable best efforts to fulfill all conditions precedent to this Agreement and shall not take any action after the Original Agreement Date that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Authority necessary to be obtained prior to the Closing Date all licenses, certificates, permits, approvals, consents, authorizations, qualifications and orders of Governmental Bodies as are necessary for the consummation of the transactions contemplated hereby, including such consents and approvals as may be required under the HSR Act, as set forth below and any similar foreign legislation; (ii) seeking to obtain all necessary or appropriate consents of third parties, other than consents of Governmental Bodies; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Bodies in connection with this Agreement and the transactions contemplated hereby; (iv) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time; and (v) seeking to take such actions as are necessary to satisfy the conditions to Closing; provided, however, that such action shall not include any requirement to expend -------- ------- expend any significant amounts of money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; and provided, further, that Buyer shall not be obligated hereunder -------- ------- to divest (x) any portion of the Business or (y) any of its assets owned prior respect to the Rocketdyne Transactions) or the RDA Closing Date. The proviso that the parties not be required to expend any significant amounts of money shall not be construed so as to limit the parties' responses to requests by Governmental Bodies for additional information or documentary material. Parent and Buyer shall cooperate fully (with each other respect to the extent reasonable in connection with the foregoingRDA Transactions).