Common use of Cooperation; Consents and Approvals Clause in Contracts

Cooperation; Consents and Approvals. (i) Upon the terms and subject to the conditions set forth in this Agreement, Buyer, the Company and Seller agree to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to cause the other parties’ closing conditions to be satisfied in order to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (A) all actions necessary to satisfy the other parties’ closing conditions set forth in Article VII and Article VIII, as applicable, (B) the obtaining of all necessary consents, approvals or waivers from third parties (including any Company Required Consents), and (C) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. Buyer acknowledges and agrees that certain consents, authorizations and approvals to the transactions contemplated by this Agreement may be required from parties to Material Contracts to which the Company or any of its Subsidiaries is a party and such consents, authorizations and approvals may not be obtained. The failure of the Company or any of its Subsidiaries to obtain any such consent (including any Company Required Consent), authorization or approval shall not delay or prevent the Closing. For the avoidance of doubt, unless required by Article VII, Buyer agrees that (x) neither Seller, the Company, nor any of its Subsidiaries nor any of their respective Affiliates or representatives shall have any liability whatsoever to Buyer or any of its Affiliates arising out of or relating to the failure to obtain any consents (including any Company Required Consent), authorizations or approvals that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of any such contract, lease, license or other agreement as a result thereof and (y) no representation or warranty of Seller or the Company contained herein shall be breached or deemed breached as a result of the failure to obtain any consent (including any Company Required Consent), authorization or approval or as a result of 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 consent (including any Company Required Consent), authorization or approval or any such default, acceleration or termination. (ii) Without limiting the generality of the foregoing, Buyer shall not acquire, or agree to acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise making any investment in, or by any other manner (including through any joint ventures, partnerships or other arrangements), any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or investment could reasonably be expected to delay the consummation of the transactions contemplated hereby. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (other than as specifically provided in Section 6.3(b) through Section 6.3(e) of this Agreement in connection with obtaining such authorizations, consents, orders, approvals and waivers from third parties), neither Seller nor any of its Affiliates will be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties. (i) Buyer and Seller shall as promptly as practicable, and in no event later than 5:00 p.m. U.S. Eastern time on the fifth (5th) day following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Buyer shall pay the filing fees associated with all filings under the HSR Act made in connection with the transactions contemplated by this Agreement. Any such notification and report form and supplemental information shall be in substantial compliance with the HSR Act. If requested by Seller, Buyer, Seller and the Company agree to request early termination of the waiting period under the HSR Act upon the filing of the initial notification and report form and upon any subsequent filing of any notification and report form. Buyer, Seller and the Company shall furnish, and shall cause their respective Affiliates to furnish, to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Buyer and Seller shall each (A) upon filing, provide outside counsel for each other party with a copy of the notification and report form, as well as any attachments, redacted as necessary to protect legal privilege or highly confidential business information; (B) keep each of the filing parties apprised of the status and content of any substantive communications with, and any inquiries or requests for additional information and documentary material from, any Governmental Authority, whether formal or informal, including, without limitation, a “second request” (each, an “HSR Request”); (C) substantially comply as promptly as practicable with any such HSR Request; (D) provide outside counsel for the other party the reasonable opportunity to review and comment on any proposed written submissions or presentations to any Governmental Authority; (E) be represented at all in-person meetings and, to the extent reasonably practicable, in all substantive conversations with any Governmental Authority regarding the matters set forth in this Section 6.3, except if, and to the extent that, any Governmental Authority objects to any party being represented at any such meeting or in any such conversation; and (F) consult and cooperate with one another in connection with any analyses, appearances, presentations, conference calls, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings with any Governmental Authority under or relating to the HSR Act. (ii) Each of Buyer and Seller (subject to Section 6.3(e) and Section 6.3(f)) shall use its best efforts to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement. (iii) It shall be deemed a failure to satisfy the conditions specified in Section 7.3 or Section 8.3, if in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of the HSR Act or any other applicable Law, a court enters or the applicable Governmental Authority makes an order or decree that is final and non-appealable (A) permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of Buyer or its Affiliates or of the Company, the Company’s Subsidiaries or any investment held directly or indirectly by the Company or any of its Subsidiaries be divested or held separate by Buyer or its Affiliates, or (B) otherwise limiting Buyer’s or its Affiliates’ freedom of action with respect to, or Buyer’s ability to retain, the Company and the Company’s Subsidiaries or any portion thereof or any of Buyer’s or its Affiliates’ other assets or businesses. (c) Buyer, on the one hand, and the Company and Seller, on the other hand, shall cooperate with each other in connection with the making of any filings in accordance with this Section 6.3. Neither Buyer (nor any of its Affiliates), on the one hand, nor Seller (nor any of its Affiliates) (subject to Section 6.3(e) and Section 6.3(f)), on the other hand, shall take any action or fail to take any action that such party reasonably expects is likely to have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals. Each of Buyer and Seller (subject to Section 6.3(e) and Section 6.3(f)) shall use its best efforts to secure such approvals as promptly as practicable. (d) Buyer and Seller (subject to Section 6.3(e) and Section 6.3(f)) further agree to use their respective best efforts to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible. (e) Notwithstanding the foregoing, Buyer shall not be required to: (i) implement or defend litigation on any claim asserted in any court, agency or other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement or enter into any consent decree, hold separate orders or other arrangements with any Governmental Authority; or (ii) sell, lease, license or otherwise dispose of, or hold separate pending such disposition, any assets, rights, product lines, categories of assets or businesses or other operations or interests therein of Buyer or any of its Affiliates, including, following the Closing, the Company and its Subsidiaries (or agree to the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto). (f) Notwithstanding anything contained in this Agreement, Seller shall not have any obligation to (i) sell, lease, license or otherwise dispose of or hold separate any of its or its Affiliates’ assets, rights, product lines, categories of assets or businesses or other operations or interests or (ii) enter into any consent decree, hold separate orders or other arrangements with any Governmental Authority.

Cooperation; Consents and Approvals. (ia) Upon the terms and subject to the conditions set forth in this Agreement, Buyer, the Company and Seller agree to use commercially reasonable efforts to take, or cause to be taken, all 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 to cause the other parties’ closing conditions to be satisfied in order to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (Ai) all actions necessary to satisfy the other parties’ closing conditions set forth in Article Articles VII and Article VIII, as applicableincluding, without limitation, the provision by Buyer of any replacement collateral security in connection with the termination of the letters of credit listed on Schedule 8.4 or if Buyer determines to keep such letters of credit outstanding, the provision by Buyer or Buyer’s lenders of cash collateralization or back-to-back letters of credit or guaranties in respect thereof (provided that Buyer shall cash collateralize such letters of credit on the Closing Date if necessary to allow Seller to meet the deliverables requirement set forth in Section 7.4(f)), (Bii) the obtaining of all necessary consents, approvals or waivers from third parties (including provided that in connection therewith, except as provided in this Agreement, neither Buyer, on the one hand, nor the Company or Seller, on the other hand, shall be obligated to, or shall without the written consent of the other party, pay, or agree to pay, any Company Required Consentsmaterial amounts or agree to any material concessions), and (Ciii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. Buyer acknowledges and agrees that certain consents, authorizations and approvals to the transactions contemplated by this Agreement may be required from parties to Material Contracts to which the Company or any of its Subsidiaries is a party and such consents, authorizations and approvals may not be obtained. The failure of the Company or any of its Subsidiaries to obtain any such consent (including any Company Required Consent), authorization or approval shall not delay or prevent the Closing. For the avoidance of doubt, unless required by Article VII, Buyer agrees that (x) neither Seller, the Company, nor any of its Subsidiaries nor any of their respective Affiliates or representatives shall have any liability whatsoever to Buyer or any of its Affiliates arising out of or relating to the failure to obtain any consents (including any Company Required Consent), authorizations or approvals that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of any such contract, lease, license or other agreement as a result thereof and (y) no representation or warranty of Seller or the Company contained herein shall be breached or deemed breached as a result of the failure to obtain any consent (including any Company Required Consent), authorization or approval or as a result of 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 consent (including any Company Required Consent), authorization or approval or any such default, acceleration or termination. (ii) Without limiting the generality of the foregoing, Buyer shall agrees not acquire, to enter into or agree to acquire, by merging consummate any agreements or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise making any investment in, or by any other manner arrangements for an acquisition (including through any joint ventures, partnerships or other arrangements), any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisitionvia share purchase, merger, consolidation consolidation, purchase of assets or investment could otherwise) or joint venture reasonably be expected likely to delay materially and adversely impact the consummation timing or ability of Buyer to pay the Purchase Price and consummate the transactions contemplated hereby. Notwithstanding the foregoing or anything to the contrary set forth in by this Agreement (other than as specifically provided in Section 6.3(b) through Section 6.3(e) of this Agreement in connection with obtaining such authorizations, consents, orders, approvals and waivers from third parties), neither Seller nor any of its Affiliates will be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third partiesAgreement. (ib) Buyer and Seller shall shall, as promptly as practicable, and in no event later than 5:00 p.m. U.S. Eastern time on the fifth (5th) day practicable following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Buyer shall pay the filing fees associated with all filings under the HSR Act made in connection with the transactions contemplated by this Agreement. Any such notification and report form and supplemental information shall be in substantial compliance with the HSR Act. If requested by Sellerrequirements of, Buyer, Seller and the Company agree to shall request early termination of the waiting period under under, the HSR Act upon the filing of the initial notification and report form and upon any subsequent filing of any notification and report formAct. Buyer, Seller and the Company shall furnish, and shall cause their respective Affiliates to furnish, to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Buyer and Seller shall each (A) upon filing, provide outside counsel for each other party with a copy of the notification and report form, as well as any attachments, redacted as necessary to protect legal privilege or highly confidential business information; (B) keep each of the filing parties apprised of the status and content of any substantive communications with, and any written inquiries or requests for additional information and documentary material from, any Governmental Authority, whether formal or informal, including, without limitation, a “second request” (each, an “HSR Request”); (C) substantially the FTC and the DOJ and shall comply as promptly as practicable with any such HSR Request; (D) provide outside counsel for the other party the reasonable opportunity to review and comment on any proposed written submissions inquiry or presentations to any Governmental Authority; (E) be represented at all in-person meetings and, to the extent reasonably practicable, in all substantive conversations with any Governmental Authority regarding the matters set forth in this Section 6.3, except if, and to the extent that, any Governmental Authority objects to any party being represented at any such meeting or in any such conversation; and (F) consult and cooperate with one another in connection with any analyses, appearances, presentations, conference calls, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings with any Governmental Authority under or relating to the HSR Act. (ii) request. Each of Buyer and Seller (subject to Section 6.3(e) and Section 6.3(f)) shall use its reasonable best efforts to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement. (iii) It Agreement on or before the End Date. Each Party shall be deemed a failure to satisfy responsible for the conditions specified payment of its expenses (including reasonable legal fees and expenses) incurred in Section 7.3 connection with complying with any inquiries or Section 8.3, if in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of the HSR Act or any other applicable Law, a court enters or the applicable Governmental Authority makes an order or decree that is final and non-appealable (A) permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of Buyer or its Affiliates or of the Company, the Company’s Subsidiaries or any investment held directly or indirectly requests for additional information by the Company or any of its Subsidiaries be divested or held separate by Buyer or its Affiliates, or (B) otherwise limiting Buyer’s or its Affiliates’ freedom of action with respect to, or Buyer’s ability to retain, the Company FTC and the Company’s Subsidiaries or any portion thereof or any of Buyer’s or its Affiliates’ other assets or businessesDOJ. (c) Buyer, on the one hand, and the Company and Seller, on the other hand, shall cooperate with each other in connection with the making of any filings in accordance with this Section 6.36.4. Neither Buyer (nor any of its Affiliates)Buyer, on the one hand, nor Seller (nor any of its Affiliates) (subject to Section 6.3(e) and Section 6.3(f))the Company or Seller, on the other hand, shall take any action or fail to intentionally take any action that such party reasonably expects is likely to would have the effect of materially delaying, impairing or impeding the receipt of any required regulatory approvals. Each of Buyer Buyer, Seller and Seller (subject to Section 6.3(e) and Section 6.3(f)) the Company shall use its best commercially reasonable efforts to secure such approvals as promptly as practicable. (d) Buyer and Seller (subject to Section 6.3(e) and Section 6.3(f)) further agree to use their respective best efforts to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with respect Notwithstanding anything to the transactions contemplated by contrary contained in this Agreement so as to enable the Closing to occur as soon as reasonably possible. (e) Notwithstanding the foregoingAgreement, Buyer shall not be required to: (i) implement or defend litigation on any claim asserted nothing in any court, agency or other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain, prevent, enjoin this Section 6.4 or otherwise prohibit consummation of the transactions contemplated by in this Agreement or Agreement, shall require Buyer to enter into any agreement, consent decree, hold separate orders decree or other arrangements with any Governmental Authority; or (ii) sell, lease, license or otherwise dispose of, or hold separate pending such disposition, any assets, rights, product lines, categories of assets or businesses or other operations or interests therein of commitment requiring Buyer or any of its Affiliates to (i) hold separate, divest or license any of its material businesses, product lines, or other assets of Buyer, the Company or any of its Subsidiaries or otherwise limit in any material respects or alter the business activities or the use of any assets of Buyer, the Company, or any of their Affiliates, or (ii) take any other action that would, or would reasonably be expected to, adversely affect Buyer or any of its Affiliates (including, following after the ClosingClosing Date, the Company and its Subsidiaries) or their respective businesses, product lines, or other assets in any material respects. For the avoidance of doubt, the Company and its Subsidiaries (or agree shall not take any action of the type referred to in the entry into agreements withpreceding sentence without Buyer’s prior written consent. Furthermore, and submission to orders of, the relevant Governmental Authority giving effect thereto). (f) Notwithstanding anything nothing contained in this AgreementAgreement shall require Buyer, Seller shall not have or the Company to litigate any obligation to (i) sellactual, leaseanticipated or threatened proceeding, license injunction or otherwise dispose of or hold separate any of its or its Affiliates’ assets, rights, product lines, categories of assets or businesses or other operations or interests or (ii) enter into any consent decree, hold separate orders or other arrangements with any Governmental Authorityorder.

Cooperation; Consents and Approvals. (ia) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, Buyer, the Company and Seller agree to each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper proper, or advisable to cause the other parties’ closing conditions to be satisfied in order to consummate and make effective, in the most expeditious manner practicable, effective as promptly as practicable the transactions contemplated by this AgreementAgreement (including the satisfaction, including (A) all actions necessary to satisfy but not waiver, of the other parties’ closing conditions set forth in Article VII VII). (b) Each of Buyers and Article VIII, as applicable, (B) the obtaining Sellers shall use commercially reasonable efforts to obtain consents of all necessary consents, approvals or waivers from third parties (including any Company Required Consents), and (C) the execution and delivery of any additional instruments Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Buyer acknowledges and agrees that certain All costs incurred in connection with obtaining such consents, authorizations and approvals including the HSR Act filing fee, shall be borne by Buyers. Each Party shall make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly (and in any event, within ten (10) Business Days) after the date of this Agreement and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be required from parties requested pursuant to Material Contracts to which the Company or any of its Subsidiaries is a party HSR Act. Without limiting the foregoing, Sellers, the Acquired Companies and such consentstheir Affiliates, authorizations on one hand, and approvals may not be obtained. The failure of Buyers and their respective Affiliates, on the Company or any of its Subsidiaries to obtain any such consent (including any Company Required Consent)other, authorization or approval shall not delay extend any waiting period or prevent comparable period under the Closing. For the avoidance of doubt, unless required by Article VII, Buyer agrees that (x) neither Seller, the Company, nor HSR Act or enter into any of its Subsidiaries nor agreement with any of their respective Affiliates or representatives shall have any liability whatsoever Governmental Authority not to Buyer or any of its Affiliates arising out of or relating to the failure to obtain any consents (including any Company Required Consent), authorizations or approvals that may have been or may be required in connection with consummate the transactions contemplated by this Agreement or because hereby, except with the prior written consent of the default, acceleration or termination of other Party. (c) In the event any such contract, lease, license or other agreement as a result thereof and (y) no representation or warranty of Seller or the Company contained herein shall be breached or deemed breached as a result of the failure to obtain any consent (including any Company Required Consent), authorization or approval or as a result of any lawsuitclaim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the Parties agree to cooperate and use commercially reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any consent (including any Company Required Consent), authorization or approval or other order is issued in any such defaultaction, acceleration suit or termination. (ii) Without limiting the generality of the foregoingother proceeding, Buyer shall not acquireto use commercially reasonable efforts to have such injunction or other order lifted, or agree and to acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise making any investment in, or by cooperate reasonably regarding any other manner (including through any joint ventures, partnerships or other arrangements), any Person or portion thereof, or otherwise acquire or agree impediment to acquire or make any investment in any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or investment could reasonably be expected to delay the consummation of the transactions contemplated hereby. Notwithstanding . (d) Sellers shall, and (prior to Closing) shall cause the foregoing or anything Acquired Companies to, use commercially reasonable efforts to the contrary set forth in this Agreement (other than obtain, as specifically provided in Section 6.3(b) through Section 6.3(e) of this Agreement in connection with obtaining such authorizationspromptly as practicable, any consents, orders, approvals and waivers from third parties), neither Seller nor any of its Affiliates will be parties required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties. (i) Buyer and Seller shall as promptly as practicable, and in no event later than 5:00 p.m. U.S. Eastern time on the fifth (5th) day following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Buyer shall pay the filing fees associated with all filings under the HSR Act made in connection with the transactions contemplated by this Agreement. Any such notification and report form and supplemental information shall be in substantial compliance with the HSR Act. If requested by Seller, Buyer, Seller and the Company agree to request early termination of the waiting period under the HSR Act upon the filing of the initial notification and report form and upon any subsequent filing of any notification and report form. Buyer, Seller and the Company shall furnish, and shall cause their respective Affiliates to furnish, to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Buyer and Seller shall each (A) upon filing, provide outside counsel for each other party with a copy of the notification and report form, as well as any attachments, redacted as necessary to protect legal privilege or highly confidential business information; (B) keep each of the filing parties apprised of the status and content of any substantive communications with, and any inquiries or requests for additional information and documentary material from, any Governmental Authority, whether formal or informal, including, without limitation, a “second request” (each, an “HSR Request”); (C) substantially comply as promptly as practicable with any such HSR Request; (D) provide outside counsel for the other party the reasonable opportunity to review and comment on any proposed written submissions or presentations to any Governmental Authority; (E) be represented at all in-person meetings and, to the extent reasonably practicable, in all substantive conversations with any Governmental Authority regarding the matters set forth in this Section 6.3, except if, and to the extent that, any Governmental Authority objects to any party being represented at any such meeting or in any such conversation; and (F) consult and cooperate with one another in connection with any analyses, appearances, presentations, conference calls, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings with any Governmental Authority under or relating to the HSR Act. (ii) Each of Buyer and Seller (subject to Section 6.3(e) and Section 6.3(f)) shall use its best efforts to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement. (iii) It . Buyers shall be deemed a failure use commercially reasonable efforts to satisfy the conditions specified in Section 7.3 or Section 8.3, if in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of the HSR Act or any other applicable Law, a court enters or the applicable Governmental Authority makes an order or decree that is final and non-appealable (A) permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of Buyer or its Affiliates or of the Company, the Company’s Subsidiaries or any investment held directly or indirectly by the Company or any of its Subsidiaries be divested or held separate by Buyer or its Affiliates, or (B) otherwise limiting Buyer’s or its Affiliates’ freedom of action cooperate with respect to, or Buyer’s ability to retain, the Company Sellers and the Company’s Subsidiaries or any portion thereof or any of Buyer’s or its Affiliates’ other assets or businessesAcquired Companies in obtaining such consents, approvals and waivers. (c) Buyer, on the one hand, and the Company and Seller, on the other hand, shall cooperate with each other in connection with the making of any filings in accordance with this Section 6.3. Neither Buyer (nor any of its Affiliates), on the one hand, nor Seller (nor any of its Affiliates) (subject to Section 6.3(e) and Section 6.3(f)), on the other hand, shall take any action or fail to take any action that such party reasonably expects is likely to have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals. Each of Buyer and Seller (subject to Section 6.3(e) and Section 6.3(f)) shall use its best efforts to secure such approvals as promptly as practicable. (d) Buyer and Seller (subject to Section 6.3(e) and Section 6.3(f)) further agree to use their respective best efforts to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible. (e) Notwithstanding the foregoing, Buyer shall not be required to: (i) implement or defend litigation on any claim asserted in any court, agency or other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement or enter into any consent decree, hold separate orders or other arrangements with any Governmental Authority; or (ii) sell, lease, license or otherwise dispose of, or hold separate pending such disposition, any assets, rights, product lines, categories of assets or businesses or other operations or interests therein of Buyer or any of its Affiliates, including, following the Closing, the Company and its Subsidiaries (or agree to the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto). (f) Notwithstanding anything contained in this Agreement, Seller shall not have any obligation to (i) sell, lease, license or otherwise dispose of or hold separate any of its or its Affiliates’ assets, rights, product lines, categories of assets or businesses or other operations or interests or (ii) enter into any consent decree, hold separate orders or other arrangements with any Governmental Authority.

Cooperation; Consents and Approvals. (ia) Upon From and after the terms and subject to Execution Date until the conditions set forth in this Agreement, BuyerClosing, the Company and Seller agree to Parties shall use commercially reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, all things necessarynecessary or proper, proper or advisable consistent with applicable Law, to cause the other parties’ closing conditions Closing to occur (it being understood that no Party shall be satisfied in order required to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreementwaive any condition precedent to Closing), including (A) taking all reasonable actions necessary to satisfy the other parties’ closing conditions set forth in Article VII and Article VIII, as applicable, (Bi) the obtaining of comply promptly with all necessary consents, approvals or waivers from third parties (including any Company Required Consents), and (C) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. Buyer acknowledges and agrees legal requirements that certain consents, authorizations and approvals to the transactions contemplated by this Agreement may be required from parties to Material Contracts to which the Company or any of its Subsidiaries is a party and such consents, authorizations and approvals may not be obtained. The failure of the Company or any of its Subsidiaries to obtain any such consent (including any Company Required Consent), authorization or approval shall not delay or prevent the Closing. For the avoidance of doubt, unless required by Article VII, Buyer agrees that (x) neither Seller, the Company, nor any of its Subsidiaries nor any of their respective Affiliates or representatives shall have any liability whatsoever to Buyer imposed on it or any of its Affiliates with respect to the Closing and (ii) obtain all Consents of Governmental Authorities, any prime contractor, subcontractor or other Person, in each case required to be obtained or made in connection with this Agreement, any Ancillary Agreement and the transactions contemplated hereby or thereby (including those in connection with any Government Contract, any other Required Governmental Approvals and the modification by the DOS of the policy of denial it applied to Seller to exempt the Acquired Companies). Without limiting the generality of the foregoing, Purchaser and Seller shall (x) respond promptly to inquiries from the applicable Governmental Authorities in connection with such filings, including providing any supplemental information that may be requested and (y) provide to each other copies of all filings made with such Governmental Authorities at or prior to the time they are filed, to the extent permitted by Law. Notwithstanding the foregoing, to the extent any Governmental Authority requires the Parties to execute any instrument in connection with obtaining such Governmental Authority’s Consent with respect to a Government Contract, no such instrument shall alter the provisions of this Agreement concerning the allocation of liabilities between the Parties. (b) In furtherance and not limitation of the provisions of Section 7.4(a), each Party shall, and shall cause its Affiliates to, use its reasonable efforts (at its own expense) to obtain, and to cooperate in obtaining, all Consents from third parties in respect of any Contract (other than any Government Contract) to the extent such Contract requires such Consent as a result of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby; provided, however, that the Parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than nominal filing or application fees). To the extent that any Consent with respect to a Contract described in Exhibit 8.2(e) is not obtained before Closing, at Purchaser’s request Seller will use commercially reasonable efforts to (i) provide the applicable Acquired Company with the economic benefits of any such Contract until its termination date, (ii) cooperate in any lawful arrangement designed to provide such benefits to the applicable Acquired Company and (iii) enforce, for the account of the applicable Acquired Company and at Purchaser’s expense, any rights of Seller arising out from any such Contract against any third party, including the right to elect to terminate in accordance with the terms of the Contract. Once a Consent for any such Contract is obtained, Seller shall promptly assign or relating take such other commercially reasonable action as may be necessary to confirm the rights of the Acquired Companies in such Contract in accordance with the terms of this Agreement. Purchaser acknowledges that to the extent that any Consent with respect to a Contract described in Exhibit 8.2(e) has not been obtained and the Closing occurs, Purchaser shall be deemed to have waived any alleged breach arising as a result of the failure to obtain any consents (including any Company Required Consent), authorizations or approvals that may have been or may be required such Consent in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of any such contract, lease, license or other agreement Contract as a result thereof so long as Seller has carried out its obligations under this Section 7.4(b). (c) To the extent that any Consent required to assign or otherwise transfer the Excluded Assets to Seller or an Affiliate of Seller in connection with the Reorganization is not obtained before Closing, at Seller’s request Purchaser shall, and shall cause the Acquired Companies to, use commercially reasonable efforts to (i) provide Seller or an Affiliate of Seller with the economic benefits of any such Excluded Asset until its termination date, if any, (ii) cooperate in any lawful arrangement designed to provide such benefits to Seller or an Affiliate of Seller and (yiii) no representation enforce, exercise or warranty perform, for the account of Seller or an Affiliate of Seller and at Seller’s expense, any rights, remedies or obligations of the Company contained herein Acquired Companies arising from or with respect to any such Excluded Asset, including the right to elect to terminate in accordance with the terms of any Contract that is an Excluded Asset and the obligation to mitigate any damages under any Contract that is an Excluded Asset, and take such other lawful actions with respect to such Excluded Asset as Seller may direct Purchaser to take from time to time, including with respect to the operation, maintenance and repair of such Excluded Asset. Seller and Purchaser agree that Seller shall be breached treated as the owner of the Excluded Assets described in the preceding sentence for U.S. federal income Tax purposes, and no Party shall take any position inconsistent with such treatment. Any expenses actually incurred by Purchaser or the Acquired Companies in providing cooperation with respect to such an Excluded Asset shall be reimbursed by Seller. Once a Consent for the assignment or other transfer of an Excluded Asset retained by the Acquired Companies at Closing is obtained, Purchaser shall cause the Acquired Companies to promptly assign or otherwise transfer such Excluded Asset to Seller or an Affiliate of Seller for nominal consideration, and Seller or an Affiliate of Seller shall assume or otherwise take assignment of such Excluded Asset in accordance with the terms of this Agreement. Purchaser acknowledges that to the extent that any Consent required to assign or otherwise transfer the Excluded Assets to Seller or an Affiliate of Seller in connection with the Reorganization has not been obtained and the Closing occurs, Purchaser shall be deemed breached to have waived any alleged breach arising as a result of the failure to obtain any consent (including any Company Required Consent), authorization or approval or as a result of 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 consent (including any Company Required Consent), authorization or approval or any such default, acceleration or termination. (ii) Without limiting the generality of the foregoing, Buyer shall not acquire, or agree to acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise making any investment in, or by any other manner (including through any joint ventures, partnerships or other arrangements), any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or investment could reasonably be expected to delay the consummation of the transactions contemplated hereby. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (other than as specifically provided in Section 6.3(b) through Section 6.3(e) of this Agreement in connection with obtaining such authorizations, consents, orders, approvals and waivers from third parties), neither Seller nor any of its Affiliates will be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties. (i) Buyer and Seller shall as promptly as practicable, and in no event later than 5:00 p.m. U.S. Eastern time on the fifth (5th) day following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Buyer shall pay the filing fees associated with all filings under the HSR Act made Consent in connection with the transactions contemplated by this Agreement. Any such notification and report form and supplemental information shall be in substantial compliance with the HSR Act. If requested by Seller, Buyer, Agreement so long as Seller and the Company agree to request early termination of the waiting period has carried out its obligations under the HSR Act upon the filing of the initial notification and report form and upon any subsequent filing of any notification and report form. Buyer, Seller and the Company shall furnish, and shall cause their respective Affiliates to furnish, to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Buyer and Seller shall each (A) upon filing, provide outside counsel for each other party with a copy of the notification and report form, as well as any attachments, redacted as necessary to protect legal privilege or highly confidential business information; (B) keep each of the filing parties apprised of the status and content of any substantive communications with, and any inquiries or requests for additional information and documentary material from, any Governmental Authority, whether formal or informal, including, without limitation, a “second request” (each, an “HSR Request”); (C) substantially comply as promptly as practicable with any such HSR Request; (D) provide outside counsel for the other party the reasonable opportunity to review and comment on any proposed written submissions or presentations to any Governmental Authority; (E) be represented at all in-person meetings and, to the extent reasonably practicable, in all substantive conversations with any Governmental Authority regarding the matters set forth in this Section 6.3, except if, and to the extent that, any Governmental Authority objects to any party being represented at any such meeting or in any such conversation; and (F) consult and cooperate with one another in connection with any analyses, appearances, presentations, conference calls, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings with any Governmental Authority under or relating to the HSR Act. (ii) Each of Buyer and Seller (subject to Section 6.3(e) and Section 6.3(f7.4(c)) shall use its best efforts to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement. (iii) It shall be deemed a failure to satisfy the conditions specified in Section 7.3 or Section 8.3, if in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of the HSR Act or any other applicable Law, a court enters or the applicable Governmental Authority makes an order or decree that is final and non-appealable (A) permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of Buyer or its Affiliates or of the Company, the Company’s Subsidiaries or any investment held directly or indirectly by the Company or any of its Subsidiaries be divested or held separate by Buyer or its Affiliates, or (B) otherwise limiting Buyer’s or its Affiliates’ freedom of action with respect to, or Buyer’s ability to retain, the Company and the Company’s Subsidiaries or any portion thereof or any of Buyer’s or its Affiliates’ other assets or businesses. (c) Buyer, on the one hand, and the Company and Seller, on the other hand, shall cooperate with each other in connection with the making of any filings in accordance with this Section 6.3. Neither Buyer (nor any of its Affiliates), on the one hand, nor Seller (nor any of its Affiliates) (subject to Section 6.3(e) and Section 6.3(f)), on the other hand, shall take any action or fail to take any action that such party reasonably expects is likely to have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals. Each of Buyer and Seller (subject to Section 6.3(e) and Section 6.3(f)) shall use its best efforts to secure such approvals as promptly as practicable. (d) Buyer For a period of 180 days after the Closing, Seller shall, and Seller (subject to Section 6.3(e) and Section 6.3(f)) further agree to shall cause its Affiliates to, use their respective best its reasonable efforts to avoid or eliminate each cooperate and every impediment that may be asserted by provide all reasonably necessary assistance in connection with Purchaser’s preparing and filing of any additional notices, amendments and other correspondence with DDTC and any other Governmental Authority Authorities in connection with respect to the transactions contemplated by this transfer of licenses set forth in item 13 of Section 5.13 of the Seller Disclosure Letter, the General Correspondence Rulings set forth in item 14 of Section 5.13 of the Seller Disclosure Letter, and the amendment of the Technical Assistance Agreement so as to enable the Closing to occur as soon as reasonably possible. (e) Notwithstanding the foregoingTA 3231-07, Buyer shall not be required to: including (i) implement or defend litigation on any claim asserted in any courtproviding contact information of, agency or other proceeding by any Personand introductions to, including any Governmental AuthorityAuthorities, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement or enter into any consent decree, hold separate orders or other arrangements with any Governmental Authority; or (ii) sellproviding copies of export compliance records of the Acquired Companies not otherwise available to the Acquired Companies, leaseand (iii) providing summaries of past dealings and copies of past correspondence with Governmental Authorities; provided, license or otherwise dispose ofhowever, or hold separate pending such disposition, that nothing herein will obligate Seller to take any assets, rights, product lines, categories actions that would unreasonably interfere with the operation of assets or the businesses or other operations or interests therein of Buyer or any of Seller and its Affiliates, including, following result in any waiver of attorney-client privilege or violate any Laws or the Closing, the Company and terms of any Contract to which Seller or its Subsidiaries (Affiliates is a party or agree to the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto). (f) Notwithstanding anything contained in this Agreement, Seller shall not have any obligation to (i) sell, lease, license or otherwise dispose of or hold separate which any of its or its Affiliates’ assets, rights, product lines, categories of their assets or businesses or other operations or interests or (ii) enter into any consent decree, hold separate orders or other arrangements with any Governmental Authorityis subject.