Common use of Cooperation Clause in Contracts

Cooperation. (a) Subject to applicable Laws relating to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. (a) Subject Each party covenants that it will use its commercially reasonable efforts to applicable Laws relating to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with bring about the transactions contemplated by this Agreement as soon as practicable, unless such party consults with the other party in advance and, this Agreement is terminated as provided herein. Subject to the extent permitted terms and conditions herein provided, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by such Governmental Entity, gives this Agreement at the other party earliest practicable time. GBC will cooperate with Cathay Bancorp in identifying material contracts of GBC and its Subsidiaries that are scheduled for renewal between the opportunity date of this Agreement and the Effective Time to attend and participate thereatprovide appropriate notice of non-renewal if Cathay Bancorp informs GBC that it does not intend to continue the contractual relationship following the Effective Time; provided, however, such notice of non-renewal shall not be given if, in the reasonable judgment of GBC, the notice would impair the ability of GBC or any of its Subsidiaries to conduct its business in the event that no Seller this Agreement is terminated pursuant to Article VII hereof. (b) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of the parties shall be take all such necessary action. Each party shall use its commercially reasonable efforts to preserve for itself and the other parties hereto each available legal privilege with respect to the confidentiality of their negotiations and related communications, including the attorney-client privilege. (c) The parties shall cooperate with each other in announcing dividends and establishing dividend eligibility and payment dates for dividends permitted pursuant to attend or participate Sections 4.1(a) and 4.3(a) hereof so that GBC's shareholders shall not receive a dividend from GBC and Cathay Bancorp in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyersame calendar quarter.

Cooperation. Each Party shall use reasonable efforts to implement the provisions of and to administer this Agreement in accordance with the intent of the Parties to minimize all taxes, so long as neither Party is materially adversely affected by such efforts. Governmental Charges . Provider shall pay or cause to be paid all taxes imposed by any Governmental Authority (a“Governmental Charges”) Subject to applicable Laws relating on or with respect to the sharing Showing Quantity, by reason of informationthe execution, Sellers and Buyer shall have the right to review in advancedelivery, and to the extent practicable each will consult the other on, all the information relating to Sellers performance or Buyer, as the case may be, and any enforcement of their respective Affiliates, that appear in any filing made with, this Agreement or written materials submitted to, any third party and/or any Governmental Entity in connection with the by reason of transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer or with respect to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller Provider Supply Agreement and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated thereunder, but not with respect to CPE’s use of the Showing Quantities after [delivery] by Provider. If CPE is required by Law to remit or pay Governmental Charges which are Provider’s responsibility hereunder, CPE may invoice for, or deduct, the amount of any such Governmental Charges from the sums due to Provider under Article Four of this Agreement. Notwithstanding the foregoingNothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Law. LIMITATIONS EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THIS AGREEMENT, no party need disclose THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION (OTHER THAN IN SECTIONS Seven.1 THROUGH Seven.6 (INDEMNITIES)) OR OTHERWISE EXCEPT TO THE EXTENT PART OF AN EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTIONS Seven.1 THROUGH Seven.6 (INDEMNITIES) IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. DISPUTE RESOLUTION Management Negotiations . The Parties will attempt in good faith to resolve any other party controversy or its claim arising out of or relating to this Agreement or any related agreements by prompt negotiations between each Party’s authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third partiesrepresentative, or (iv) violate any confidentiality or nondisclosure agreement or such other agreement or arrangement to which such party or any of its Affiliates is person designated in writing as a party. (c) Sellers and Buyer shall each keep the other apprised representative of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactionsParty. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.ASSIGNMENT

Cooperation. (a) Subject to applicable Laws relating Upon the terms and subject to the sharing conditions and other agreements set forth in this Agreement, each of informationthe Parties to this Agreement agrees to use its commercially reasonable efforts to take, Sellers and Buyer shall have the right or cause to review in advancebe taken, all actions, and to the extent practicable each will consult do, or cause to be done, and to assist and cooperate with the other onParties in doing, all things necessary, proper or advisable to consummate and make effective, in the information relating to Sellers or Buyermost expeditious manner practicable, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) During the period from the date hereof until the earlier of (i) the date this Agreement is terminated and (ii) the Closing Date, each Seller shall, and shall cause each Acquired Company and Acquired Company Subsidiary to, use its commercially reasonable efforts to maintain all material policies of fire, liability, workers’ compensation, employment practices liability, property, casualty and other forms of insurance existing as of the date hereof maintained for the benefit of the business or properties of the Acquired Companies or the Acquired Company Subsidiaries. (c) During the period from the date hereof until the earlier of (i) the date this Agreement is terminated and (ii) the Closing Date, neither Sellers and nor Buyer shall eachtake any action or omit to take any action for the purpose of directly or indirectly preventing, materially delaying or materially impeding (or that would reasonably be expected to prevent, materially delay or materially impede) the consummation of the transactions contemplated by this Agreement or agree, commit in writing or otherwise, to take any such actions, (d) With the prior consent of Sellers (which consent shall not be unreasonably withheld), at such times and on such dates during the period from the date hereof until the earlier of (i) the date this Agreement is terminated and (ii) the Closing Date (such times and dates to be agreed upon request by the otherParties as soon as practicable after the date of this Agreement), furnish (A) Sellers shall allow, and shall cause the other Acquired Companies and the Acquired Company Subsidiaries to allow, Buyer reasonable access to, and the opportunity to meet with, the Employees and (B) Sellers shall cooperate with all information concerning itself Buyer, and shall cause the Acquired Companies and the Acquired Company Subsidiaries to cooperate with Buyer, in its efforts to meet with the distributors of the Acquired Companies and the Acquired Company Subsidiaries to discuss the proposed transactions contemplated by this Agreement, employment and distributorship opportunities with Buyer and its Affiliates Affiliates, and such other matters as may be reasonably necessary or advisable in connection agreed to by the Parties. (e) Sellers, the Acquired Companies and the Acquired Company Subsidiaries shall cooperate with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries from the date hereof through the Closing Date with respect to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Lawidentifying the Sellers Services (as defined in the Transition Services Agreement) to be provided pursuant to the Transition Services Agreement, (ii) result identifying material computer programs and databases (other than shrink wrap, click wrap or commercially available, off-the-shelf computer programs or databases) that are used in a breach the provision of attorney-client privilege or similar privilegethe Sellers Services, (iii) result creation of the migration plan called for in the disclosure of any trade secrets of third parties, or Section 4.2 thereof and (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised developing initial drafts of the status of matters relating schedules to completion the Transition Services Agreement within ninety (90) days of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereatdate hereof; provided, however, that no Seller none of Sellers, the Acquired Companies or the Acquired Company Subsidiaries shall be permitted required to attend or participate incur any out-of-pocket expenses in any meeting connection with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerforegoing.

Cooperation. (a) Subject The Company shall use commercially reasonable efforts to applicable Laws relating (i) provide the Committee and its Advisors with access reasonably necessary to Pursue the Claims and to Support the Government Actions, at normal business hours and upon reasonable notice, to the sharing Company’s books and records (including electronic and archived documents and Litigation Materials) and the Company’s facilities and to current employees and Advisors of informationthe Company and its Subsidiaries, Sellers including in connection with testimony in litigation and Buyer shall have the right to review in advancefactual investigation, and (ii) generally provide support, and make its and its Subsidiaries’ employees and Advisors reasonably available to provide assistance and expertise at such times and in such places as reasonably necessary, to Pursue the Claims and Support the Government Actions; provided that, in the case of each of clauses (i) and (ii) above, (A) the Company only shall be required to provide such access and make its and its Subsidiaries’ employees and Advisors available to the extent practicable each will consult and in such manner as does not unreasonably interfere with the other on, all ongoing operations of the information relating to Sellers or Buyer, as the case may beCompany and its Subsidiaries, and (B) the Company may withhold access from the Committee to the extent that the Company is aware that (x) the Company or any of their respective Affiliatesits Subsidiaries is subject to the terms of a confidentiality agreement with a third party or another contract that restricts such access (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to provide such access), (y) providing such access would result in a loss of attorney-client or other legal privilege (provided that appear the Company shall use its commercially reasonable efforts to allow such access (or access to a portion thereof) in any filing made witha manner that does not result in a loss of such privilege), or written materials submitted to(z) providing such access would violate any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access in a manner that does not violate such applicable Law). The Company shall cooperate and render assistance in obtaining such access as reasonably necessary to Pursue the Claims and Support the Government Actions to former employees and Advisors of the Company and its Subsidiaries, including in connection with testimony in litigation and factual investigation; provided that (I) the Company only shall be required to provide such cooperation and assistance to the extent and in such manner as does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, and (II) the Company shall have no obligation to cooperate or render such assistance to the extent that the Company reasonably believes (1) the Company or any of its Subsidiaries is subject to the terms of a confidentiality agreement with a third party and/or or another contract that restricts such cooperation or assistance (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to provide such cooperation or assistance), (2) providing such cooperation or assistance would result in a loss of attorney-client or other legal privilege (provided that the Company shall use its commercially reasonable efforts to provide such cooperation or assistance (or as much of it as possible) in a manner that does not result in a loss of such privilege), or (3) providing such cooperation or assistance would violate any Governmental Entity applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such cooperation or assistance in a manner that does not violate such applicable Law). Reasonable out-of-pocket expenses incurred by current or former employees or Advisors of the Company or its Subsidiaries (but in no event any compensation expenses of current employees of the Company or its Subsidiaries) in connection with the transactions contemplated by this Agreement; providedCommittee’s access to them shall be reimbursed as Claims Expenses. Notwithstanding the foregoing, however, that nothing in this Section 5.5(a) the Company shall require Buyer use commercially reasonable efforts to provide to make any Seller any filing made by Buyer under the HSR Act employee or other applicable antitrust Laws. In exercising person under its control available to testify at a trial or evidentiary hearing at the foregoing right, each request of Seller and Buyer shall act reasonably and as promptly as practicablethe Committee. (b) Sellers and Buyer The Company shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, maintain in place any litigation document retention policies that exist as of the Effective Time and (ii) result in a breach of attorney-client privilege implement and maintain new litigation document retention policies as are reasonably necessary to Pursue the Claims or similar privilege, (iii) result Support the Government Actions; provided that in the disclosure case of implementing and maintaining any trade secrets of third partiessuch new policies, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer they shall each keep not unreasonably interfere with the other apprised ongoing operations of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend Company and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerits Subsidiaries.

Cooperation. (a) Subject to applicable Laws relating to Parent, on the sharing of information, Sellers and Buyer shall have the right to review in advanceone hand, and to the extent practicable each will consult Company, on the other onhand, all the information relating to Sellers or Buyershall, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; providedSection 6.19, however, that nothing in this Section 5.5(ause its reasonable best efforts to (i) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or consult and cooperate with each other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice filing or application made by or on behalf of Sellers or Buyer submission to the IRS or any communications, negotiations and discussions with the IRS with respect to the IRS Matter and actions necessary, proper or advisable in order to enter into an IRS Matter Qualified Letter of their respective Subsidiaries Intent and IRS Matter Qualified Closing Agreement (including, prior to the Closing, by providing Parent with advance notice of, and permitting Parent to attend (as a silent participant, which shall be effected by the Company delivering an executed Form 8821 to the IRS) all negotiations, discussions and similar meetings with the IRS with respect to the IRS Matter and to review and comment on any written communications and documentation with respect thereto); (ii) subject to applicable Law, furnish to the other Party as promptly as reasonably practicable all information required for any filing or submission to the IRS with respect to the IRS Matter; (iii) promptly notify the other Party of any substantive communication received by such Party from, or given by such Party to, the IRS, in each case regarding the IRS Matter and furnish the other Party promptly with copies of all written correspondence, filings and communications between them and the IRS with respect to the IRS Matter; (iv) respond as promptly as reasonably practicable to any third party and/or inquiries received from, and supply as promptly as reasonably practicable any Governmental Entity additional information or documentation that may be requested by the IRS in respect of the IRS Matter; and (v) permit the other Party to review any communication to be provided to the IRS, and consult with such other Party and consider in good faith such other Party’s reasonable comments, in connection with any filing, notice, submission, substantive communication, substantive meeting or conference. Prior to the transactions contemplated by this Agreement. Notwithstanding Closing, Parent shall not, and shall not permit its Representatives to, independently or jointly with the foregoingCompany, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting or communication with the IRS or make any Governmental Entity filing or submission to the IRS, or furnish to the IRS any information, in each case in respect of any filingsthe IRS Matter, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval consent of Buyerthe Company (not to be unreasonably withheld, conditioned or delayed). The Company shall keep Parent informed on a reasonably current basis and otherwise provide such information as Parent reasonably requests regarding any material developments, discussions or negotiations relating to the IRS Matter.

Cooperation. (a) Subject to any restrictions under applicable Laws relating to laws, rules or regulations, each party hereto (i) shall promptly inform each other of any communication from any Governmental Authority concerning this Agreement, the sharing of informationtransactions contemplated hereby and any filing, Sellers notification or request for approval related thereto and Buyer (ii) shall have permit the right other party hereto to review in advance, and to the extent practicable each will consult the other on, all the advance any proposed written communication or information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Lawssuch Governmental Authority in response thereto. In exercising the foregoing rightaddition, each of neither Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall agree to participate in any meeting with any Governmental Entity Authority in respect of any filings, investigation or other inquiry in connection with respect to this Agreement, the transactions contemplated hereby or any such filing, notification or request for approval related thereto unless, to the extent not prohibited by this Agreement unless any such party Governmental Authority, it consults with the other party hereto in advance and, to the extent permitted by such Governmental Entity, gives the other party hereto the opportunity to attend and participate thereat; provided, howeverin each case to the maximum extent practicable. Subject to any restrictions under applicable laws, that no rules or regulations, Seller and Buyer shall be permitted furnish Buyer or Seller, as the case may be, with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective representatives on the one hand, and the Governmental Authority or members of its staff on the other hand, with respect to attend this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements and to the attorney-client privilege or participate work product doctrine) or any such filing, notification or request for approval related thereto. Seller and Buyer shall also furnish the other party hereto with such necessary information and assistance as such other party and its Affiliates may reasonably request in connection with its preparation of necessary filings, registration or submissions of information to the Governmental Authority in connection with this Agreement, the transactions contemplated hereby and any meeting such filing, notification or request for approval related thereto. Seller and Buyer shall prosecute all required requests for approval with any Governmental Entity in respect of any filing made under all necessary diligence and otherwise use their respective commercially reasonable efforts to obtain the HSR Act or other applicable antitrust Laws without the prior written approval of Buyergrant thereof as soon as possible.

Cooperation. (a) Subject to applicable Laws relating to The Buyer, EOIR, and the sharing of informationSellers shall cooperate fully, Sellers and Buyer shall have the right to review in advance, as and to the extent practicable each will consult reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other onParty reasonable written notice prior to transferring, all destroying, or discarding any such books and records and, if the information relating to Sellers other Party so requests, EOIR or Buyerthe Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any of their respective Affiliatescertificate or other document from any governmental authority or any other Person as may be necessary to mitigate, that appear in any filing made withreduce, or written materials submitted eliminate any Tax that could be imposed (including, but not limited to, any third party and/or any Governmental Entity in connection with respect to the transactions contemplated by in this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable). (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. The Parties agree to cooperate fully in any Infringement action pursuant to this Section 5.3 with respect to any Licensed Patents, PhaseBio Selected Patents or Joint Patents, including by making the inventors, applicable records, and documents (aincluding laboratory notebooks) Subject to applicable Laws relating with respect to the sharing relevant Patents available to the enforcing Party on the enforcing Party’s request. With respect to any such action controlled by the applicable enforcing Party, the other Party shall, and as necessary shall cause its Affiliates to, assist and cooperate with the enforcing Party, as the enforcing Party may reasonably request from time to time, in connection with its activities set forth in this Section 5.3, including, where necessary, furnishing a power of informationattorney solely for such purpose or joining in, Sellers or being named as a necessary party to, such action, providing access to relevant documents and Buyer other evidence, and making its employees available at reasonable business hours; provided that the enforcing Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Unless otherwise set forth herein, the enforcing Party shall have the right to review settle such claim; provided that neither Party shall have the right to settle any Infringement litigation under this Section 5.3 in advancea manner that reasonably may have a material adverse effect on the rights or interest of the other Party or its Affiliates (including, in the case of MedImmune as the other Party, a material adverse effect on the AstraZeneca Product) or in a manner that imposes any costs or liability on, or involves any admission by, the other Party, without the express written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing or anything to the contrary in this Agreement, MedImmune shall have the sole and absolute discretion to settle any claims with respect to the AstraZeneca Product or any AstraZeneca Product Patent, without consultation with Licensee and without regard to the effect of such settlements on any Licensed Product (provided that, if any such settlement of claims with respect to any AstraZeneca Product also involves a settlement of claims with respect to any Licensed Product, MedImmune shall not settle any claims specifically with respect to the Licensed Product in a manner that would impose any costs or liability on, or involves any admission by, Licensee, without the express written consent of Licensee). In connection with any activities with respect to an Infringement action prosecuted by the applicable enforcing Party pursuant to this Section 5.3 involving Licensed Patents, the PhaseBio Selected Patents or Joint Patents, the enforcing Party shall (a) consult with the other Party as to the strategy for the prosecution of such claim, suit, or proceeding, (b) consider in good faith any comments from the other Party with respect thereto, and to the extent practicable each will consult (c) keep the other on, all the information relating to Sellers or Buyer, as the case may beParty reasonably informed of any material steps taken, and any provide copies of their respective Affiliatesall material documents filed, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreementaction. Notwithstanding the foregoing, MedImmune shall have no party need disclose obligations under this Section 5.3.6, and no right to settle any other party or its authorized representatives any information the disclosure of which would (i) violate applicable LawInfringement action, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, PhaseBio Patents that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerare not PhaseBio Selected Patents.

Cooperation. The Members and the Company acknowledge and agree that each of them shall cooperate reasonably to obtain the requisite authorization, approval or consent of any Governmental Body necessary to consummate (ai) Subject to applicable Laws relating any Transfers contemplated or permitted by this Article VI or (ii) any indirect transfer of ownership interests of any direct or indirect member of the Investor Group (“Investor Group Transfer”) to the sharing extent that such transfer necessitates the Company, any of informationits Subsidiaries, Sellers and Buyer or the FE Member’s participation in order to obtain such authorization, approval or consent of an applicable Governmental Body. The Members shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers connection with any Transfer of Membership Interests permitted by this Agreement or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, Investor Group Transfer (or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated investigation or consideration of any such potential Transfer or Investor Group Transfer) to require the Company to reasonably cooperate with potential purchasers in such prospective Transfer or Investor Group Transfer (at the sole cost and expense of the applicable Member or such potential purchasers) by this Agreement; providedtaking such actions reasonably requested by the applicable Member or such potential purchasers, howeverincluding (a) preparing or assisting in the preparation of due diligence materials, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers providing access to the Company’s and Buyer shall eacheach of its Subsidiaries’ books, upon request records, properties and other materials (subject, in each case, to the execution of customary confidentiality and non-disclosure agreements) to potential purchasers, and (c) making the directors, officers, employees (if any) and other Representatives of the Company and its Subsidiaries available to potential purchasers for presentations and due diligence interviews; provided that no such cooperation by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may Company shall be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would required (i) violate applicable Lawuntil the relevant potential purchaser executes and delivers to the Company a customary confidentiality agreement, (ii) result in to the extent such cooperation would unreasonably interfere with the normal business operations of the Company or any of its Subsidiaries, and (iii) to the extent the provision of any information would (A) conflict with, or constitute a breach violation of, any applicable Law or cause a loss of attorney-client privilege of the Company or similar privilegeany of its Subsidiaries, (iiiB) result other than as may be necessary for the purpose of any regulatory filings necessary to consummate any such Transfer or Investor Group Transfer, in the FE Member’s reasonable and good faith determination, require the disclosure of any trade secrets information that is proprietary, confidential or sensitive to the FE Member or to any other member of third partiesthe FE Outside Group, (C) other than as may be necessary for the purpose of any regulatory filings necessary to consummate any such Transfer or Investor Group Transfer, in the Investor Member’s reasonable and good faith determination, require the disclosure of any information that is proprietary, confidential or sensitive to the Investor Member, or (ivD) violate require the disclosure of any confidentiality confidential information relating to any joint, combined, consolidated or nondisclosure agreement unitary Tax Return that includes the FE Member or any other member of the FE Outside Group or any supporting work papers or other agreement or arrangement documentation related thereto. Notwithstanding, anything herein to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of contrary, the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry Company will not be required in connection with the transactions any Transfers contemplated or permitted by this Agreement unless such party consults Article VI or any Investor Group Transfer to offer or grant any non-de minimis accommodation or concession (financial or otherwise) to any Third Party or to otherwise suffer any non-de minimis detriment in connection with the other party in advance andobtaining any authorization, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend approval or participate in any meeting with consent of any Governmental Entity Body in respect connection with such transfer (it being understood that costs and expenses incurred by the Company that are promptly reimbursed by the Member seeking to effect such transfer will not be considered a “detriment” for purposes of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerthis sentence).

Cooperation. (a) Subject to applicable Laws relating If the Company or the holders of the Company’s securities enter into any transaction for which Rule 506 (or any similar rule then in effect) promulgated under the 1933 Act may be available with respect to the sharing transaction (including a merger, consolidation, or other reorganization), each Management Member shall, if requested by the Company, appoint a purchaser representative (as defined in Rule 501 of information, Sellers and Buyer shall have the right to review in advance, and 0000 Xxx) reasonably acceptable to the extent practicable each will consult Company. If the other onpurchaser representative is appointed by the Company, all the information relating to Sellers or BuyerCompany shall pay the fees of the purchaser representative, as but if any Management Member appoints another purchaser representative, such Management Member shall be responsible for the case may be, and any fees of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicablepurchaser representative so appointed. (b) Sellers Each of Xxxxx, the Company and Buyer the Management Members shall eachreasonably cooperate to effect any Transfers pursuant to Sections 2, upon request by 3, 4, 5 or 6 of this Agreement, including seeking and obtaining all such approvals, authorizations, consents, waivers or clearances, the otherpreparation of relevant documentation and supplying, furnish the other with all as promptly as practicable, any additional information concerning itself and its Affiliates and such other matters as documentary material that may be requested or required in connection therewith, and keep one another reasonably necessary informed with respect to the status of each clearance, approval or advisable waiver sought from any Governmental Authority in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions Transfers contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to Agreement and any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which material communications between such party or any of its Affiliates is a partyand such Governmental Authority. (c) Sellers and Buyer No Management Member shall each keep the other apprised of the status of matters relating be obligated to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or pay any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry expenses incurred in connection with any unconsummated Company Exit Sale or Parent Exit Sale, and each Management Member shall bear only his or her pro-rata share (based on the transactions contemplated number of Shares Transferred by this Agreement unless such party consults Management Member in such transaction) of expenses incurred in connection with the other party a consummated Company Exit Sale or Parent Exit Sale, or Company Tag-Along Sale or Parent Tag-Along Sale (in advance andeach case, whether or not consummated) to the extent permitted such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person. (d) Each Management Member shall bear his or her pro-rata share of the costs of any transaction in which he or she sells Management Shares (based on the number of Management Shares sold by such Governmental Entity, gives Management Member in such transaction) to the other party extent such costs are incurred for the opportunity to attend benefit of all holders of Management Shares and participate thereat; provided, however, that no Seller shall be permitted to attend are not otherwise paid by the Company or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyeracquiring party.

Cooperation. Seller shall assume and control the defense of a Third Party Claim pursuant to its obligations under clause (aiv) Subject of Section 9.1 and Buyer shall cause the Group Companies to applicable Laws relating reasonably cooperate with Seller in the defense or prosecution thereof. Such cooperation shall include, at Seller’s reasonable request, the provision to Seller at Seller’s expense of records and information in the sharing possession, custody or control of informationthe Group Companies that are relevant to such Third Party Claim, Sellers and making employees of the Group Companies available on a mutually convenient basis to provide additional information and explanation of any records and material provided hereunder. From and after the Closing Date, Seller shall keep Buyer and the Group Companies reasonably informed on the status of all such Third Party Claims and Seller shall, at Buyer’s reasonable request and expense, make available to Buyer and/or the Group Companies for review and copying all relevant information in Seller’s possession, custody or control respecting any such Third Party Claim. Buyer shall have the right to review participate or associate in advancethe defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller. Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted toparticipate in, any third party and/or any Governmental Entity in connection Action or meeting with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer respect to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreementdefense. Notwithstanding the foregoing, no party need disclose to any other party Seller shall not settle such Third Party Claim without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or its authorized representatives any information the disclosure of which would delayed) unless such settlement (i) violate applicable Lawdoes not involve any finding or admission of any violation of Law or any violation of the rights of Buyer Indemnitees and would not have any adverse effect on any other claims that may be made against Buyer Indemnitees, (ii) result does not involve any relief other than monetary damages that are paid in a breach of attorney-client privilege or similar privilege, full by Seller and (iii) result completely, finally and unconditionally releases Buyer Indemnitees in the disclosure connection with such Third Party Claim and would not otherwise adversely affect Buyer Indemnitees. If Seller proposes to accept any settlement of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to such Action which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received not approved by Sellers or Buyer, as the case may be, or then Seller shall not be liable for any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity Losses in respect of any filings, investigation or other inquiry such Action in connection with excess of the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerproposed settlement amount.

Cooperation. (a) Subject to applicable Laws relating On the terms and subject to the sharing conditions of informationthis Agreement, each party shall use commercially reasonable efforts to cause the Closing to occur (subject to the limitation in the proviso to Section 8.4(c)), including taking all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its Subsidiaries with respect to the Closing. Each Seller and Purchaser shall not, and shall not permit any of its respective Subsidiaries to, take any actions that would, or that could reasonably be expected to, result in any of the conditions set forth in ARTICLE X not being satisfied. Furthermore, Parent, each Seller and Purchaser will negotiate in good faith to mutually agree upon the terms of the Transition Services Agreement prior to the Closing Date on terms that are commercially reasonable and otherwise as the parties may agree. Among other things, the Transition Services Agreement shall provide for Parent’s access to Retained Employees with knowledge of the Brazil Business, the German Business and the Retained German Contracts and such employees shall provide general assistance to Parent in connection with Parent’s operation of the Brazil Business and the Retained German Contracts (the “Brazil and German Services”). For the avoidance of doubt, and notwithstanding anything to the contrary herein, the Brazil and German Services shall be provided for a term of not less than 36 months (unless terminated earlier by Parent), or in the case of warranty claims related to the Retained German Contracts, for so long as such warranties remain in effect, at a charge equal to the actual out-of-pocket costs incurred by a Purchased Company (or Subsidiary thereof) in connection with the provision of the Brazil and German Services, and such charges shall not include any internal allocated costs of any Purchased Company (or Subsidiary thereof). (b) Without limiting the terms of this Section 8.4, Sellers, on the one hand, and Purchaser, on the other hand, shall (i) as soon as practicable after the date of this Agreement make any filings required by any Governmental Body pursuant to the HSR Act or other Competition Laws in connection with the transactions contemplated hereunder, (ii) respond promptly to inquiries from the applicable Governmental Bodies in connection with such filings, including providing any supplemental information that may be requested by such Governmental Bodies, and (iii) provide to the other copies of any filings made under the HSR Act or other Competition Laws promptly after the time they are filed with the applicable Governmental Bodies, excluding any information included in any such filings that the party has a need to keep confidential. Sellers, on the one hand, and Purchaser, on the other hand, shall 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 or other Competition Laws. Sellers, on the one hand, and Purchaser, on the other hand, shall keep each other apprised of the status of any communications with, and any inquiries or request for additional information from, Governmental Bodies pursuant to the HSR Act or any other Competition Laws. Each party shall use its reasonable best efforts to obtain any clearance required under the HSR Act or other Competition Laws for the consummation of the transactions contemplated by this Agreement. Each of Purchaser and Sellers shall be responsible for their respective fees and all costs and submission of all regulatory filings related to any required governmental or regulatory approvals, including the HSR Act (which fee under the HSR Act, for avoidance of doubt, shall be borne by Purchaser), under the Applicable non-U.S. Antitrust Approvals and with respect to any other applicable Laws. (c) Each party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts (at its own expense) to obtain, and to cooperate in obtaining, all Consents from third parties in respect of Contracts to the extent such Contracts require such Consents as a result of the transactions contemplated hereby; provided, however, that the parties shall not be required to pay or commit to (i) amend, supplement or modify any Contract or take any action with respect to any related project or (ii) 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), except as otherwise required by Law or the applicable Contract. From and after the Effective Date until the Closing, Sellers and Buyer Purchaser shall have the right execute and deliver, or cause to review in advancebe executed and delivered, such other instruments of conveyance and to the extent practicable each will consult the transfer and take such other on, all the information relating to actions as Sellers or BuyerPurchaser may reasonably request (including, as without limitation, the case may beexecution and delivery of summary translations and/or short form stock or asset purchase agreements), and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with order to more effectively consummate the transactions contemplated by this Agreement; providedprovided however that in the event of a conflict between any term or provision of (A) any such summary or agreement, howeveron the one hand, that nothing in and (B) the terms and provisions of this Section 5.5(a) Agreement, on the other hand, the terms and provisions of this Agreement shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicablecontrol. (bd) Sellers Parent, on the one hand, and Buyer shall eachPurchaser, upon request by on the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer each shall each keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated herebyby this Agreement, including promptly furnishing the other with copies of written notices or other written communications received by Sellers Purchaser or BuyerParent or any Seller, as the case may be, or any of their respective AffiliatesSubsidiaries or representatives, from any third party and/or any Governmental Entity Body with respect to the transactions contemplated by this Agreement or from any Person alleging that the Consent of such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation Person is or other inquiry may be required in connection with the transactions contemplated by this Agreement unless Agreement. (e) Sellers shall give prompt notice to Purchaser, and Purchaser shall give prompt notice to Sellers, of, and each such party consults shall use its commercially reasonable efforts to prevent, or promptly remedy, (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect (it being understood that any breach of this provision shall be treated as a breach of the representations and warranties for purposes of indemnification hereunder) or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement within the other time contemplated hereby. (f) With respect to any third party in advance andSoftware that is necessary for the Business as currently conducted and that is licensed to the Sellers or their Subsidiaries pursuant to an enterprise-wide Software license, the Sellers agree to use commercially reasonable efforts to obtain the consent of the respective licensors of such third party Software to a partial assignment, a grant of a sublicense by the Sellers (each such sublicense only to be effective until the Sellers’ next payment is due to such licensor under the applicable Software license), or the grant of a new license to Purchaser, to the extent permitted by number of copies of the applicable Software application that are used for the Business as currently conducted. Notwithstanding anything to the contrary herein, Purchaser shall reimburse the Sellers for all reasonable out-of-pocket costs incurred in connection with any of the foregoing. The Sellers and Purchaser agree that in the case of a partial assignment, any such Governmental Entitydivision of rights, gives responsibilities and credits (including without limitation any credits for pre-paid fees) between them under the other party the opportunity to attend and participate thereat; provided, however, that no Seller existing enterprise licenses shall be permitted in proportion to attend or participate in any meeting with any Governmental Entity in respect the actual usage (by seat count) of any filing made under such Software applications by the HSR Act or other applicable antitrust Laws without Business immediately prior to the Closing Date to the actual usage (by seat count) of the Sellers and their Subsidiaries immediately prior written approval of Buyerto the Closing Date taken as a whole.

Cooperation. (a) Subject The Sellers’ Representative and the Purchasers’ Representative shall cooperate, and the Sellers’ Representative shall cause the other members of the Sellers’ Group to, and the Purchasers’ Representative shall cause the other members of the Purchasers’ Group to, use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws relating to satisfy the conditions set forth in Article VI (Conditions to Launch of Offer and Closing) and to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including on the part of the Sellers and the Purchasers, preparing and publishing or filing, as applicable, all documentation (including any Tender Offer Documents) to effect all necessary notices, reports and other filings and to obtain as promptly as practicable, all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary to be obtained from any Government Authority, including, but not limited to, those indicated in Section 3.8 (Approvals) of the Sellers’ Disclosure Letter, and those indicated in Section 4.3 (Approvals) of the Purchasers’ Disclosure Letter, in order to consummate the transactions contemplated by this Agreement (including with respect to the sharing Purchasers’ Representative, in the event that an approval in respect of informationItem 3 of Annex 5 (Required Government Authority Approvals) is required but has not been obtained by the date on which all other Minimum Required Approvals have been obtained, Sellers offering to sell, divest, exclude from the transaction or hold separate the Company’s interest in AFC (the “AFC Restructuring”) and Buyer implementing, or permitting and cooperating with the Sellers’ Representative to implement, the AFC Restructuring; provided that none of the parties or the Target Companies shall have be required to conduct an auction process in connection with such AFC Restructuring); provided, however, that each of the right Sellers’ Representative and the Purchasers’ Representative agree to review reasonably consult with each other in advanceadvance of any initial publication or filing, as applicable, for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations, as applicable, and agree to consider and reasonably take into account the views of the other in connection with such publication or filing. Without limiting the generality of the foregoing, each of the Sellers’ Representative and the Purchasers’ Representative shall, and Sellers’ Representative shall cause the other members of the Sellers’ Group to, and the Purchasers’ Representative shall cause each member of the Purchasers’ Group to, make as promptly as reasonably practicable (and, except with respect to the extent practicable each will consult Tender Offer Documents, in no event later than thirty (30) calendar days after the date hereof), all publications, filings and submissions (including for the avoidance of doubt, unless such approval is not required, the publications, filings and submissions to obtain the approval listed in Item 3 of Annex 5 (Required Government Authority Approvals)) required under any applicable Law in connection with this Agreement, the other onTransaction Documents and the transactions contemplated hereby or thereby (and provide drafts of such filings to the other party promptly and in no event later than fifteen (15) calendar days after the date hereof), all the information relating to Sellers and publish or Buyerfile, as the case may beapplicable, and promptly any of their respective Affiliates, that appear in additional information requested under any filing made with, or written materials submitted to, any third party and/or any Governmental Entity applicable Law in connection with the transactions contemplated by this Agreement; providedAgreement or the other Transaction Documents, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under after receipt of the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicablerequest therefor. (b) Sellers Without limiting the generality of this Section 5.3 (Cooperation), the Sellers’ Representative and Buyer the Purchasers’ Representative shall eachreasonably cooperate with each other and shall each furnish to the other all information reasonably necessary or desirable in connection with making any publication, upon request application or other filing (including with respect to any Tender Offer Documents) required to be made pursuant to any Law, and in connection with resolving any investigation or other inquiry by any Government Authority under any Laws, in each case, with respect to the transactions contemplated by this Agreement and the other Transaction Documents. Each of the Sellers’ Representative and the Purchasers’ Representative shall as promptly as reasonably practicable inform the other, furnish of any communication with, and any proposed understanding, undertaking or agreement with, any Government Authority regarding any such publications or filings. The Sellers’ Representative and the other Purchasers’ Representative shall consult and reasonably cooperate with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable one another in connection with any statementanalyses, filingappearances, notice presentations, memoranda, briefs, arguments, opinions and proposals made or application made submitted by or on behalf of Sellers any member of the Sellers’ Group or Buyer the Purchasers’ Group in connection with all meetings, actions and proceedings under or any of their respective Subsidiaries relating to any third party and/or any Governmental Entity Laws in connection with the transactions contemplated by this Agreement. Notwithstanding Agreement and the foregoingother Transaction Documents (including, no party need disclose with respect to any making a particular publication or filing, by providing copies of all such documents (redacted as necessary to address reasonable confidentiality concerns) to the other party and their Representatives prior to such publishing or its authorized representatives any information the disclosure of which would (i) violate applicable Lawfiling, (ii) result giving due consideration to all reasonable additions, deletions or changes suggested in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a partyconnection therewith). (c) Sellers Notwithstanding anything to the contrary contained in this Agreement, neither the Purchasers’ Representative nor any member of the Purchasers’ Group shall be obligated to take or refrain from taking, or to agree to take or refrain from taking, any action, or to suffer to exist any condition, limitation, restriction or requirement that, individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would reasonably be expected to result in a Burdensome Condition, or to litigate or initiate any claim or pursue any litigation or administrative appeal or equivalent procedure against any Government Authority. Upon becoming aware that any Government Authority has imposed or intends to impose a Burdensome Condition, the Purchasers’ Representative shall promptly notify the Sellers’ Representative and Buyer provide the Sellers’ Representative with such further detail as it may reasonably request, including a copy of any writing submitted to or received from the applicable Government Authority, and the Purchasers’ Representative shall, in consultation with the Sellers’ Representative, use its reasonable best efforts (subject to limitations set forth in the immediately preceding sentence) to avoid the imposition of (or, if imposed, the lifting of) any such Burdensome Condition including by providing additional information and making additional filings, notices or submissions reasonably requested by the relevant Government Authority and by requesting and attending meetings with the relevant Government Authority in respect thereof, and by seeking to persuade the relevant Government Authority to not impose (or, if imposed, lift) such Burdensome Condition. To the extent that, in connection with any individual Minimum Required Approval or the Minimum Required Approvals in the aggregate, a Capital Condition in an amount no greater than fifty million Dollars (USD 50,000,000) (or the Chilean peso equivalent thereof) is imposed by a Government Authority, the Purchasers’ Representative shall contribute such amount in full as, when and in the manner required. To the extent that, in connection with any individual Minimum Required Approval or the Minimum Required Approvals in the aggregate, a Capital Condition in an amount greater than fifty million Dollars (USD 50,000,000) (or the Chilean peso equivalent thereof) but no greater than seventy-five million Dollars (USD 75,000,000) (or the Chilean peso equivalent thereof) is imposed by a Government Authority notwithstanding the procedures required by this paragraph, the Purchasers’ Representative shall promptly notify the Sellers’ Representative of such fact (providing the Sellers’ Representative with a copy of any writing to or from such Government Authority in respect of such requirement) and of the aggregate amount by which such Capital Condition amount exceeds fifty million Dollars (USD 50,000,000) (or the Chilean peso equivalent thereof) (such excess, the “Excess Contribution Amount”), and the Sellers’ Representative shall have the right within ten (10) Business Days of the receipt of such notice to elect, by delivering a written notice to the Purchasers’ Representative, that the Cash Dividend Amount shall be reduced by an amount equal to such Excess Contribution Amount (the “Dividend Reduction Amount”). (d) The Purchasers’ Representative and the Sellers’ Representative shall keep each keep the other apprised of the status of matters relating to completion of the transactions contemplated herebyTransactions, including promptly furnishing the other with copies of any material notices or other communications received by Sellers a member of the Purchasers’ Group or Buyer, the Sellers’ Group (as the case may be) or, or any of their respective Affiliatesto its knowledge, its Representatives from any third party and/or any Governmental Entity Government Authority with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party Agreement, in advance and, each case to the extent permitted by such Governmental Entityapplicable Law. The Purchasers’ Representative and the Sellers’ Representative shall give prompt notice to each other of any development or combination of developments that, gives individually or in the other party aggregate, is reasonably likely to prevent, materially delay or materially impair its ability to consummate the opportunity transactions contemplated by this Agreement, including the failure of a condition in Article VI (Conditions to attend Launch of Offer and participate thereatClosing); provided, however, that no Seller such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (e) Except as contemplated by Section 6.4 (Deferral of Launch of Offer), neither the Purchasers’ Representative nor any member of the Purchasers’ Group shall be permitted required under this Section 5.3 (Cooperation), to attend take or participate refrain from taking, or agree to take or refrain from taking, any action adverse to it, or to suffer to exist any condition, limitation, restriction or requirement adverse to it in any meeting connection with any Governmental Entity notices, reports and other filings, consents, registrations, approvals, waivers, orders, interpretative guidance, exemptions, permits or authorizations required to be filed with, or obtained from, any Government Authority arising from or in respect connection with any Pre-Closing Reorganization Transaction, it being understood that the payment of any filing made under amount in connection with the HSR Act foregoing by a member of the Purchasers’ Group shall be “adverse to it” for purposes of this Section 5.3(e) except to the extent that the Sellers’ Representative promptly reimburses the applicable member of the Purchasers’ Group for such amount. (f) The Sellers’ Representative and the Purchasers’ Representative shall, and shall cause members of the Sellers’ Group (in the case of the Sellers’ Representative) and the Purchasers’ Group (in the case of the Purchasers’ Representative), to use commercially reasonable best efforts to, as promptly as practicable following the date hereof, obtain such waivers, consents, approvals and authorizations pursuant to the terms of Contracts to which any member of the Sellers’ Group or any Target Company is a party as the Purchasers’ Representative (acting reasonably) deems necessary or advisable in connection with the consummation of the transactions contemplated hereby and by the other applicable antitrust Laws without Transaction Documents. Any out-of-pocket costs consent fees or similar costs incurred and paid to the prior relevant Contract counterparty in connection with obtaining such waivers, consents, approvals and authorizations set forth in this Section 5.3(f) shall be borne in equal portions by the Sellers’ Representative and the Purchasers’ Representative and each of the Sellers’ Representative and the Purchasers’ Representative shall reimburse the Purchasers’ Representative or the Sellers’ Representative, as applicable, for its portion of any such documented out-of-pocket costs incurred by the other party promptly upon written approval of Buyerrequest thereof by such incurring party.

Cooperation. (a) Subject to applicable Laws relating to the sharing of information, Buyer and Sellers and Buyer shall have the right to review in advance, cooperate fully as and to the extent practicable each will consult reasonably requested by the other onParty, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by filing of Tax Returns and any inquiry, claim, assessment, audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the assets, operations or activities of the Company. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Returns or Tax Proceedings and making representatives and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding anything to the contrary in this Agreement; provided, howeverSellers shall, that nothing at their sole cost and expense, control any Tax Proceeding with respect to a Pre-Closing Flow-Through Return or Seller Consolidated Return (including the appointment or replacement of the “partnership representative” (as defined in this Section 5.5(a) shall require Buyer to provide to 6223 of the Code), a designated individual, or any Seller any filing made by Buyer under the HSR Act similar agents or other applicable antitrust Laws. In exercising the foregoing rightrepresentatives), each of Seller and Buyer shall, and shall act reasonably cause its Affiliates, successors and as promptly as practicable. (b) Sellers and Buyer shall eachassigns to, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Lawpromptly notify Sellers of any such Tax Proceeding and correspondence in connection therewith, (ii) result reasonably cooperate with Sellers in a breach respect of attorney-client privilege or similar privilegesuch Tax Proceeding, and (iii) result in the disclosure of not conduct, settle or compromise any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity Tax Proceeding with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws a Pre-Closing Flow-Through Return without the prior written approval consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers shall (i) keep Buyer reasonably informed of the progress of any Tax Proceeding with respect to a Pre-Closing Flow-Through Return, (ii) permit Buyer (or Buyer’s counsel) to observe, at Buyer’s sole cost and expense, such Tax Proceeding, including in meetings with the applicable Governmental Authority, and (iii) not settle, compromise and/or concede any portion of any Tax Proceeding with respect to a Pre-Closing Flow-Through Return that could reasonably be anticipated to result in a material Tax liability for Buyer or the Company without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation. (a) Subject to applicable Laws relating to SHC and the sharing of information, Sellers and Buyer LE Entities shall have the right to review in advance, cooperate fully at such time and to the extent practicable each will consult reasonably requested by the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions preparation and filing of any Tax Return or the conduct of any Tax Controversy concerning any issues or any other matter contemplated by this Agreement; providedhereunder. Such cooperation shall include, howeverwithout limitation, that nothing in this Section 5.5(a(i) shall require Buyer to provide the retention and provision on demand of books, records, documentation or other information relating to any Seller Tax Return until the later of (x) the expiration of the applicable federal or state statute of limitation (giving effect to any extension, waiver, or mitigation thereof) and (y) in the event any claim has been made under this Agreement for which such information is relevant, until a Final Determination with respect to such claim; (ii) the filing made or execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or claim for a refund of Taxes previously paid, by Buyer under either party, or in connection with any Tax Controversy addressed in the HSR Act preceding sentence (including a requisite power of attorney); and (iii) the use of the parties’ best efforts to obtain any documentation from a governmental authority or other applicable antitrust Lawsa third party that may be necessary or helpful in connection with the foregoing. In exercising the foregoing right, each of Seller Each party shall make its employees and Buyer shall act facilities reasonably and as promptly as practicableavailable on a mutually convenient basis to facilitate such cooperation. (b) Sellers SHC and Buyer the LE Entities shall each, upon request by use reasonable efforts to keep each other informed as to the other, furnish status of Tax Controversies involving any issue which could give rise to any liability of the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by under this Agreement. Notwithstanding SHC and the foregoingLE Entities shall each promptly notify the other of any inquiries by any Taxing Authority or any other administrative, no party need disclose judicial or other governmental authority that relate to any Tax that may be imposed on the other party or its authorized representatives any information Affiliate of the disclosure other that might give rise to any liability under this Agreement. SHC shall have sole control of which would (i) violate applicable Lawany Tax Controversy relating to the Consolidated Group or to any Pre-Distribution Taxes. SHC shall have sole control of any Tax Controversy relating to any State Combined and Consolidated Return, (ii) result in a breach of attorney-client privilege or similar privilegeprovided, (iii) result that in the disclosure case of any trade secrets of third partiessuch Tax Controversy that may affect Taxes for which the LE Entities have responsibility hereunder, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which the LE Entities may participate in such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep Tax Controversies at their own expense. If the other apprised potential liability of the status of matters LE Entities under this Agreement relating to completion of the transactions contemplated herebyany Tax Controversy exceeds $100,000, including promptly furnishing the other with copies of notices SHC shall not settle or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to concede such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws Tax Controversy without the prior written approval consent of Buyerthe LE Entities, not to be unreasonably withheld, conditioned or delayed.

Cooperation. (a) Subject The Company, Tribute and Pozen each acknowledge that Purchaser is a party to applicable Laws the Purchaser/Isotope Merger Agreement and, in connection therewith, will be filing with the Commission the Xxxxxxxxx X-0 and will be furnishing the Isotope stockholders with copies of the prospectus / proxy statement contained therein. The Company, Tribute and Pozen each hereby agrees to furnish such information as Purchaser may reasonably request for inclusion in the Purchaser S-4. Each of the Company, Tribute and Pozen hereby agrees that such information pertaining to it provided for such inclusion will be true and accurate in all material respects and will not omit any material information. Purchaser hereby agrees to provide the Company, Tribute and Pozen with copies of all proposed disclosure in the Purchaser S-4 relating to the sharing Company, Tribute, Pozen, this Agreement and the transactions contemplated hereby, prior to its filing. Purchaser further agrees to provide each of informationthe Company, Sellers Tribute and Buyer shall have the right Pozen with a reasonable opportunity (at least two (2) Business Days) to review and comment upon such proposed disclosure and Purchaser shall consider such comments in advancegood faith and make any changes thereto reasonably requested by the Company, Tribute or Pozen. (b) The Company, Tribute and Pozen each acknowledge and the Purchaser hereby agrees that the Purchaser shall not effect the Distribution until such time as the holders of Purchaser Common Shares vote at the Purchaser Meeting and the Registration Statement is on file with the SEC and declared effective and the Canadian Final Receipt has been issued. In connection therewith, Purchaser will be filing the Purchaser Proxy Statement with the Commission and the Canadian Commissions (as defined in Annex B) and will be furnishing such document to the extent practicable each will consult holders of the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity Purchaser Common Shares in connection with the votes to be taken at the Purchaser Meeting. The Company, Tribute and Pozen each hereby agrees to furnish such information as Purchaser may reasonably request for inclusion in the Purchaser Proxy Statement. Each of the Company, Tribute and Pozen hereby agrees that such information pertaining to it provided for such inclusion will be true and accurate in all material respects and will not omit any material information. Purchaser hereby agrees to provide the Company, Tribute and Pozen with copies of all proposed disclosure in the Purchaser Proxy Statement relating to the Company, Tribute, Pozen, this Agreement and the transactions contemplated hereby, prior to its filing. Purchaser further agrees to provide each of the Company, Tribute and Pozen with a reasonable opportunity (at least two (2) Business Days) to review and comment upon such proposed disclosure and Purchaser shall consider such comments in good faith and make any changes thereto reasonably requested by the Company, Tribute or Pozen. (c) The Company, Tribute and Pozen each hereby agrees and acknowledges that Purchaser may be required to file reports under the Exchange Act from and after the Closing of the transactions contemplated by this Agreement; provided, howeverwhich reports may require information (including financial information) concerning the Company, Tribute and Pozen. Each of the Company, Tribute and Pozen hereby agrees to furnish such information as Purchaser may reasonably request for inclusion in such reports. Each of the Company, Tribute and Pozen hereby agrees that nothing such information pertaining to it provided for such inclusion will be true and accurate in this Section 5.5(a) shall require Buyer all material respects and will not omit any material information. Purchaser hereby agrees to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing rightCompany, each Tribute and Pozen with copies of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the proposed disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters Purchaser Proxy Statement relating to completion of the Company, Tribute, Pozen, this Agreement and the transactions contemplated hereby, including promptly furnishing prior to filing. Purchaser further agrees to provide each of the other Company, Tribute and Pozen with copies of notices a reasonable opportunity (at least two (2) Business Days) to review and comment upon such proposed disclosure and Purchaser shall consider such comments in good faith and make any changes thereto reasonably requested by the Company, Tribute or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerPozen.

Cooperation. Each Party shall cause its Affiliates, employees, consultants, sublicensees (a) Subject and in the case of Celgene, Sublicensees), agents, or independent contractors to applicable Laws relating assign to the sharing of informationParty, Sellers such person’s or entity’s right, title and Buyer shall have the right interest in and to review in advanceany such Inventions, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyerintellectual property rights therein, as is necessary to enable such Party to fully effect the case may beownership of Inventions, and any of their respective Affiliatesintellectual property rights therein, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing as provided for in this Section 5.5(a) 7.2. Each Party shall require Buyer also include provisions in its relevant agreements with Third Parties performing activities on its behalf pursuant to this Agreement or any Development & Commercialization Agreement, that effect the intent of this Section 7.2. Each Party agrees to provide reasonable cooperation to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other Party, and shall cause its Affiliates, employees, consultants, sublicensees (and in the case of Celgene, Sublicensees), agents, or independent contractors to, cooperate with such Party and take all information concerning itself reasonable additional actions and its Affiliates execute such agreements, instruments and such other matters documents as may be reasonably necessary required to perfect such Party’s right, title and interest in and to Inventions, and intellectual property rights therein, as set forth in this Section 7.2, including by executing and delivering all documents reasonably required to evidence or advisable in connection with record any statement, filing, notice or application made by or on behalf of Sellers or Buyer assignment pursuant to this Agreement or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Development & Commercialization Agreement. Notwithstanding the foregoingCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a partyAS AMENDED. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. (a) Subject HEALTHSOUTH and Horizon/CMS shall together, or pursuant to applicable Laws relating an allocation of responsibility agreed to between them, (i) cooperate with one another in determining whether any filings are required to be made or consents are required to be obtained in any jurisdiction prior to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity Effective Time in connection with the consummation of the transactions contemplated by this Agreement; providedhereby and in making any such filings promptly and in seeking to obtain timely any such consents, however(ii) use all commercially reasonable efforts to cause to be lifted any injunction prohibiting the Merger, that nothing in this Section 5.5(aor any part thereof, or the other transactions contemplated hereby, and (iii) shall require Buyer furnish to provide one another and to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising one another's counsel all such information as may be required to effect the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicableactions. (b) Sellers Subject to the terms and Buyer conditions herein provided, and unless this Plan of Merger shall eachhave been validly terminated as provided herein, upon request by the othereach of HEALTHSOUTH and Horizon/CMS shall use all commercially reasonable efforts (i) to take, furnish the other or cause to be taken, all actions necessary to comply promptly with all information concerning itself and its Affiliates and such other matters as legal requirements which may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or imposed on behalf of Sellers or Buyer such party (or any subsidiaries or affiliates of their respective Subsidiaries such party) with respect to any third party and/or any Governmental Entity in connection with this Plan of Merger and to consummate the transactions contemplated by this Agreement. Notwithstanding hereby, subject to the foregoingvote of Horizon/CMS's stockholders described above, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, and (ii) result in a breach of attorney-client privilege to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or similar privilege, (iii) result in the disclosure of any trade secrets of third partiesapproval of, or (iv) violate any confidentiality exemption by, any governmental entity or nondisclosure agreement any other public or other agreement or arrangement private third party which is required to which be obtained by such party or any of its Affiliates is a party. (c) Sellers subsidiaries or affiliates in connection with this Plan of Merger and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including . Each of HEALTHSOUTH and Horizon/CMS will promptly furnishing cooperate with and furnish information to the other in connection with copies any such burden suffered by, or requirement imposed upon, either of notices or other communications received by Sellers or Buyer, as the case may be, them or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation subsidiaries or other inquiry affiliates in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerforegoing.

Cooperation. Each of the Parties, as applicable, undertakes to: (a) Subject take all actions necessary to applicable Laws relating comply with the obligations set forth in this Agreement, therein signing all instruments and documents required for the consummation of the Transaction provided for herein and using its best efforts so that the Closing occurs as soon as possible, subject to the sharing provisions of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this AgreementSection 10.1; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers subject to the provisions of Section 5.3.1 below, meet any requirements of Governmental Authorities, in order to enable the consummation of the Transaction, within the shortest possible time and Buyer shall eachwith minimal damage to the UPI Movable Assets, upon request by Obligations, and Rights and the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf activities of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. those involved; (c) Sellers perform the acts and Buyer shall each adopt the measures incumbent upon it, according to this Agreement, as well as endeavor to expend reasonable efforts and cooperate with the other Parties, so that the Conditions Precedent are fulfilled and verified within the shortest possible time, being also obliged to take the applicable measures to keep the other apprised Parties informed about the verification of the status Conditions Precedent; (d) report to the other Parties the occurrence of matters relating to completion any act, fact, or omission that may have a material impact on the verification, or lack thereof, of any of the transactions contemplated herebyConditions Precedent that comes to its Knowledge, within up to five (5) Business Days after such Knowledge; (e) refrain from taking any action or performing any act that may hinder the consummation of the Transaction, including promptly furnishing the other with copies non-recognition, in bad faith, of notices or other communications received by Sellers or Buyer, as the case may be, or any verification of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection compliance with the transactions contemplated by Conditions Precedent; and (f) the Seller shall take or cause to be taken all actions and perform all acts necessary, at its own expense, so that, between the date of execution of the Agreement and the Closing Date, the procedures set forth in Exhibit 5.1 have been duly observed. All acts provided for under this Agreement unless such party consults Section shall be performed in strict compliance with the other party in advance andlimitations of the applicable Laws, to including Law No. 12,529/11, regulations, and guides issued by CXXX and the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerAntitrust Protocol.

Cooperation. Subject to the terms and conditions of this Agreement, the Company and Parent shall cooperate with each other and use (aand shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Merger and the other Transactions as soon as practicable, including by (i) making appropriate filings of Notification and Report Forms pursuant to the HSR Act, and (ii) using reasonable best efforts to obtain as promptly as practicable all other Consents of or by any Governmental Entity that are necessary or advisable under or in respect of any Antitrust Laws in order to consummate the Merger and the other Transactions, including the Consents set forth on Schedule 7.1(b)(ii) (collectively, the “Antitrust Consents”); provided, that nothing in this Agreement shall require the Company or any of its Affiliates to pay prior to the Effective Time any fee, penalties or other consideration to any third party in order to obtain any consent or approval which may be required under any Contract with any such third party in connection with the consummation of the Merger. The Company and Parent shall each request early termination of the waiting period with respect to the Merger under the HSR Act. Subject to the further provisions hereof and to applicable Laws relating to the sharing exchange of information, Sellers it is agreed that Parent, after consulting with the Company and Buyer shall have considering the right to review Company’s views in advancegood faith, and in a manner consistent with its obligation pursuant to this Section 6.5 to obtain the extent practicable each will consult the Antitrust Consents, shall make all decisions, lead all discussions, negotiations and other on, all the information relating to Sellers or Buyer, as the case may beproceedings, and coordinate all activities with respect to any of their respective Affiliates, requests that appear in any filing may be made withby, or written materials submitted toany actions, any third party and/or consents, undertakings, approvals, or waivers that may be sought by or from, any Governmental Entity in respect of Antitrust Consents, including determining the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings or other actions challenging, the consummation of the Merger and the other Transactions. In all cases subject to Section 6.5(c), Parent shall take all actions set forth on Section 6.5(a) of the Parent Disclosure Letter. At Parent’s request, and subject to the provisions of this Section 6.5, the Company agrees to take all actions Parent reasonably deems prudent in order to obtain any actions, consents, undertakings, approvals or waivers by or from any Governmental Entity for or in connection with, and to assist Parent in litigating or otherwise contesting any objections to or proceedings or other actions challenging, the consummation of the Merger and other Transactions, and the Company shall take or agree to take any actions requested by Parent in connection with obtaining the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer Antitrust Consents to provide to any Seller any filing made by Buyer under the HSR Act extent they become effective only at or other applicable antitrust Lawsfollowing the Effective Time. In exercising the foregoing rightrights, each of Seller the Company and Buyer Parent shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. (a) Subject Purchaser and Seller shall cooperate fully, and shall cause their respective Affiliates to applicable Laws cooperate fully, as and to the extent reasonably requested by either Party, in connection with the filing of Tax Returns pursuant to this Section 11.02 and any audit, litigation or administrative proceeding (each a "Tax Proceeding") with respect to such Tax Returns. Such cooperation shall include (upon a Party's request) the provision of records and information which are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Purchaser and Seller shall within fifteen (15) days of receipt notify the other in writing of the receipt by them or any of their Affiliates of written notice of any inquires, claims, assessments, audits or similar events with respect to Taxes of the Company relating to the sharing of information, Sellers and Buyer a Pre-Closing Tax Period or a Pre-Closing Straddle Period. (c) Seller shall have the right to review in advance, and control any Tax Proceeding (or portion of any Tax Proceeding) to the extent practicable each will consult Seller would be responsible, either pursuant to Applicable Law or pursuant to ARTICLE 9, for the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreementliabilities arising from such Tax Proceeding; provided, however, that nothing (i) Purchaser shall be entitled to participate in this Section 5.5(asuch Tax Proceeding to the extent that the outcome of such Tax Proceeding could adversely impact Purchaser or the Company for taxable periods beginning on or after the Closing Date, (ii) Seller shall require Buyer to provide to keep Purchaser informed of the progress of such Tax Proceeding (including by providing copies of any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable material written correspondence in connection with any statementtherewith) and (iii) Seller shall not settle or compromise such Tax Proceeding without Purchaser's prior written consent (not to be unreasonably withheld, filing, notice conditioned or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreementdelayed). Notwithstanding the foregoing, no party need disclose Seller shall be entitled to control in their sole discretion (and Purchaser shall not be entitled to participate in, be informed of or consent to) any Tax Proceeding with respect to any other party or its authorized representatives any information the disclosure of consolidated federal Tax Returns in which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates Seller is a partyincluded. (cd) Sellers and Buyer Purchaser shall each keep have the other apprised right to control any Tax Proceeding (or portion of the status of matters relating a Tax Proceeding) that is not controlled by Seller pursuant to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereatSection 11.02(c); provided, however, that no to the extent any such Tax Proceeding relates to Straddle Period Taxes or to any other Taxes for which Seller would be responsible, either pursuant to Applicable Law or pursuant to ARTICLE 9, then (i) Seller shall be permitted entitled to attend or participate in any meeting with any Governmental Entity in respect such Tax Proceeding, (ii) Purchaser shall keep Seller informed of the progress of such Tax Proceeding (including by providing copies of any filing made under the HSR Act material written correspondence in connection therewith) and (iii) Purchaser shall not settle or other applicable antitrust Laws compromise such Tax Proceeding without the Seller's prior written approval consent (not to be unreasonably withheld, conditioned or delayed). (e) In the event of Buyerany inconsistency between this Section 11.02 and Section 9.04, this Section 11.02 shall govern.

Cooperation. (a) On the terms and subject to the conditions of this Agreement, including Schedule 4.2, each party shall use its reasonable best efforts to cause the Closing to occur (subject to the limitation in the proviso to Section 4.2(c)), including taking all actions reasonably necessary to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing. Subject to applicable Laws relating the terms and conditions of this Agreement, including Schedule 4.2, no party hereto shall, and shall not permit any of its Affiliates to, take any actions, or omit to take any actions, that would, or that would reasonably be expected to, result in any of the conditions set forth in ARTICLE VI not being satisfied. (b) Without limiting the terms of this Section 4.2, Seller and Investor shall (i) as soon as practicable after the date of this Agreement (and in any event within 14 days hereof) make any filings required by any Governmental Body pursuant to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the HSR Act or other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity Competition Laws in connection with the transactions contemplated hereunder, (ii) respond promptly to inquiries from the applicable Governmental Bodies in connection with such filings, including providing any supplemental information that may be requested by this Agreement; provided, however, that nothing in this Section 5.5(asuch Governmental Bodies and (iii) shall require Buyer to provide to the other copies of any Seller any filing filings made by Buyer under the HSR Act or other Competition Laws at the time they are filed with the applicable antitrust Governmental Bodies, excluding any information included in any such filings that the party reasonably determines it needs to keep confidential. Seller and Investor shall oppose any motion or action for temporary, preliminary or permanent injunction against the transactions contemplated by this Agreement and the Ancillary Agreements. For the avoidance of doubt, except as otherwise required by applicable Law, Investor shall have the primary responsibility for making any such filings and seeking necessary approvals, and Seller shall cooperate with Investor to complete such filings or applications at the reasonable request of Investor. The parties hereto shall furnish to each other such necessary information and reasonable assistance as the others may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or other Competition Laws. In exercising Each party hereto shall keep the foregoing rightother apprised of the status of any communications with, and any inquiries or request for additional information from, Governmental Bodies pursuant to the HSR Act or any other Competition Laws, and each party hereto shall use all reasonable efforts to defend against any lawsuit, action or proceeding, judicial or administrative, challenging this Agreement or the transactions contemplated hereby. Except as otherwise provided herein, Investor and Seller shall be responsible for their respective fees and all costs and submissions of Seller all regulatory filings related to any required governmental or regulatory approvals, including the HSR Act (which fee under the HSR Act, for avoidance of doubt, shall be borne by Investor), with respect to the Applicable Non-U.S. Antitrust Approvals and Buyer shall act reasonably and as promptly as practicablewith respect to any other applicable Laws. (bc) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in In connection with any statementthe matters contemplated by this Agreement, filingeach party shall, notice or application made by or on behalf of Sellers or Buyer or any of their respective and shall cause its Subsidiaries and Affiliates to any use commercially reasonable efforts prior to the Closing Date to give all notices to third parties and to obtain all third party and/or any Governmental Entity Consents and assignments in connection with the transactions contemplated hereby and by this Agreement. Notwithstanding the foregoingAncillary Agreements and the Debt Financing Commitments, no party need disclose in each case required with respect to the Contracts set forth in Schedule 4.2(c)(i), as such Schedule may be amended through the Closing Date by mutual agreement of the parties, provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any extraordinary or unreasonable obligation in favor of) any Person from whom any such Consent or assignment may be required (other than nominal filing or application fees) or agree to any other party or its authorized representatives amendments to any information Contract, further provided, however, at the disclosure request of which would (i) violate applicable LawInvestor, (ii) result Seller shall use commercially reasonable efforts in assisting the Investor to obtain any such Consent for a breach period of attorney-client privilege or similar privilege, (iii) result in up to 12 months after the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a partyClosing. (cd) Sellers and Buyer Each party hereto shall each keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated herebyby this Agreement, including promptly furnishing the other with copies of written notices or other written communications received by Sellers Investor, on the one hand, or BuyerSeller on the other hand, as the case may be, or any of their respective Affiliatesits Affiliates or representatives, from any third party and/or any Governmental Entity Body with respect to the transactions contemplated by this Agreement or any Ancillary Agreement or from any Person alleging that the Consent of such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation Person is or other inquiry may be required in connection with the transactions contemplated by this Agreement unless such party consults with or any Ancillary Agreement. (e) From and after the other party in advance anddate of this Agreement until the earlier of the Closing Date or termination of this Agreement, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted give prompt notice to attend Investor and Investor shall give prompt notice to Seller of (i) any representation or participate warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any meeting respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect and (ii) the failure by it to comply with or satisfy in any Governmental Entity in material respect of any filing made covenant, condition or agreement to be complied with or satisfied by it under this Agreement within the HSR Act or other applicable antitrust Laws without the prior written approval of Buyertime contemplated hereby.

Cooperation. (a) Subject In connection with any termination of the Employee’s employment with the Company or as part of a process resulting in a sale of the Company, the Employee agrees to applicable Laws relating assist the Company, as reasonably requested by the Company, in its succession planning efforts to facilitate a smooth transition of the Employee’s job responsibilities to the sharing Employee’s successor. In addition, upon the receipt of informationreasonable notice from the Company (including outside counsel), Sellers the Employee agrees that while employed by the Company and Buyer shall have for a period of twelve (12) months thereafter, the right Employee will respond and provide information with regard to review matters in advancewhich the Employee has knowledge as a result of the Employee’s employment with the Company, and will provide reasonable assistance to the Company Group and their respective representatives in defense of all claims that may be made against the Company Group, and will assist the Company Group (in a manner consistent with his status as Chief Executive Officer or former Chief Executive Officer of the Company) in the prosecution of all claims that may be made by the Company Group, to the extent that such claims may relate to the period of the Employee’s employment with the Company. To the extent that the Employee’s assistance under this Section 10 is requested following the Employee’s termination of employment, the Company shall use commercially reasonable efforts to (i) provide the Employee with as much advance notice as is reasonably practicable each will consult under the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity then existing circumstances in connection with any request for assistance under this Section 10, (ii) coordinate the transactions contemplated by this Agreementscheduling of such assistance with the Employee in a manner that does not unreasonably interfere with the Employee’s subsequent employment or self-employment, and (iii) limit such assistance to the transition of the Employee’s duties and responsibilities to the Employee’s successor; provided, however, that nothing in this Section 5.5(athe event of a scheduling conflict with respect to the Employee’s subsequent employment, the Employee’s obligations to the Employee’s subsequent employer shall take precedence. During the Employment Term and for a period of twelve (12) shall require Buyer months thereafter, the Employee agrees to provide to promptly inform the Company if the Employee becomes aware of any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and lawsuit involving such other matters as claims that may be filed or threatened in writing against the Company Group which in the Employee’s reasonable determination would be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries expected to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach material adverse effect on the Company. During the Employment Term and for a period of attorney-client privilege twelve (12) months thereafter, the Employee also agrees to promptly inform the Company (to the extent that the Employee is legally permitted to do so) if the Employee is asked to assist in any governmental investigation of the Company Group (or similar privilegetheir actions), (iii) result in the disclosure regardless of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement whether a lawsuit or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep proceeding has then been filed against the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity Company Group with respect to such transactionsinvestigation, and shall not do so unless legally required. Neither Sellers nor Buyer Upon presentation of appropriate documentation, the Company shall participate pay or reimburse the Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Employee in any meeting complying with any Governmental Entity in respect of any filingsthis Section 10, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, after the Employment Term, the Company shall pay the Employee a daily fee, in an amount (rounded down to the extent permitted nearest whole cent) determined by such Governmental Entitydividing the Employee’s Base Salary as in effect on the date of termination by 365 (pro rated for partial days), gives for services rendered by the other party the opportunity to attend and participate thereatEmployee in complying with this Section 10; provided, however, provided that no Seller such payment shall be permitted required by the Company under this Section 10 during any period in which severance is being paid to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerEmployee pursuant to Section 7(d) hereof.

Cooperation. (a) Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws relating to consummate and make effective the Offer, the Merger, if applicable, and the other transactions contemplated by this Agreement as soon as practicable. In furtherance of, and not in limitation of the foregoing, (i) cause the conditions to the sharing Offer set forth in Annex B to be satisfied and cause the conditions to the Merger set forth in Article VII to be satisfied and (ii) each of informationParent and the Company agree to file as promptly as practicable all documentation to effect all necessary, Sellers proper and Buyer shall have the right to review in advanceadvisable notices, reports and other filings and to the extent obtain as promptly as practicable each will consult the other onall consents, all the information relating registrations, approvals, permits and authorizations necessary, proper and advisable to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement, including obtaining all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; provided, however, that nothing in this Agreement, including this Section 5.5(a) 6.3(a), shall require Buyer either party, or permit the Company, to provide undertake any efforts, or to take or consent to any Seller action, if such efforts, action or consent would be reasonably expected to result in a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole. Parent shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder; provided, that, subject to reasonable limitations limiting access to outside counsel, Parent and the Company shall have the right to review in advance and, to the extent practicable, each will consult with the other on and consider in good faith the views of the other in connection with, any filing made by Buyer under the HSR Act with, or written materials submitted to or other applicable antitrust Lawscommunication with any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. The parties shall give reasonable and good faith consideration to any reasonable comments made by the other parties and their counsel with respect to any such filings. In exercising the foregoing rightrights, each of Seller the Company and Buyer Parent shall act reasonably and as promptly as practicable. (b) Sellers and Buyer . Neither the Company nor Parent shall each, upon request by extend any waiting period under the other, furnish the other Antitrust Laws or enter into any agreement with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding Neither the foregoingCompany nor Parent shall take any action that would, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Lawbe reasonably likely to, (ii) result in a breach of attorney-client privilege individually or similar privilege, (iii) result in the disclosure aggregate, prevent, materially delay or materially impede the consummation of any trade secrets of third partiesthe Offer, the Merger or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerAgreement.

Cooperation. (a) Subject to applicable Laws relating to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable LawThe Seller shall use its commercially reasonable efforts to cooperate with the Purchaser after the Closing and shall cause its officers, (ii) result in a breach of attorney-client privilege or similar privilegeemployees, (iii) result in agents, auditors and representatives to use commercially reasonable efforts to cooperate with the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement Purchaser after the Closing to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep ensure the other apprised orderly transition of the status of matters relating Business to completion of the Purchaser and to minimize any disruption to the Business that might result from the transactions contemplated hereby. (ii) From and after the Closing Date, including promptly furnishing each party shall reasonably cooperate with the other with copies in the defense or prosecution of notices any litigation or proceeding already instituted or which may be instituted hereafter against or by such other communications received by Sellers party relating to or Buyer, as arising out of the case may be, conduct of the Business prior to or any of after the Closing Date (other than litigation between the Seller and the Purchaser or their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect Affiliates arising out of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless or any other Transaction Document). The party requesting such cooperation shall pay the reasonable out-of-pocket expenses incurred in providing such cooperation (including legal fees and disbursements) by the party providing such cooperation and by its officers, directors, employees and agents, but shall not be responsible for reimbursing such party consults with or its officers, directors, employees and agents for their time spent in such cooperation. (iii) At the Closing and at any time and from time to time thereafter, at the request of the Purchaser and without further consideration, the Seller shall promptly execute and deliver such instruments of sale, transfer, conveyance and assignment and take all such other party action as the Purchaser may reasonably determine to be necessary to more effectively transfer, convey and assign to the Purchaser, and to evidence and confirm the Purchaser's rights to, title in advance andand ownership of, the Acquired Assets, to place the extent permitted Purchaser (through its ownership of the Acquired Assets) in actual possession and operating control of the Business and the Acquired Assets being purchased by such Governmental Entitythe Purchaser hereunder, gives to assist the other party Purchaser in exercising all rights with respect thereto and to carry out the opportunity to attend purpose and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect intent of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerthis Agreement.

Cooperation. (a) Subject The Company shall use commercially reasonable efforts to applicable Laws relating to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and cooperate with any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity transferring Principal Stockholder in connection with its efforts to Transfer any interest in its Common Stock in accordance with the transactions provisions of this Article III, including making qualified personnel available for attending hearings and meetings respecting any consents, approvals and authorizations required for such Transfer and, at the request of the transferring Principal Stockholder, making all filings with, and giving all notices to, third parties and governmental authorities that may be necessary or reasonably required to be made or given by the Company in order to effect the contemplated Transfers. Each Principal Stockholder also agrees to use commercially reasonable efforts to cooperate with any transferring Principal Stockholder by making any filings with, and giving notices to, third parties and governmental authorities that may be necessary or reasonably required to be made or given by such Principal Stockholder in connection with such contemplated Transfer. Subject to the other provisions of this Agreement; providedSection, howeverno Principal Stockholder or the Company shall take any action to delay, that nothing impair or impede the receipt of any required consents, approvals or authorizations. "Commercially reasonable efforts" as used in this Section 5.5(a) shall not require Buyer any party to provide undertake extraordinary or unreasonable measures to obtain any Seller any filing made by Buyer under the HSR Act consents, approvals or other applicable antitrust Laws. In exercising authorizations, including requiring such party to make any material expenditures (other than normal filing fees or the foregoing rightlike) or to accept any material changes in the terms of the contract, each of Seller and Buyer shall act reasonably and as promptly as practicablelicense or other instrument for which a consent, approval or authorization is sought. (b) Sellers Without limiting the foregoing and Buyer shall each, upon request by notwithstanding anything to the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable contrary in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to this Agreement shall be required to agree to any prohibition, limitation or other party or its authorized representatives any information the disclosure of which would requirements, including but not limited to (i) violate applicable Law, (ii) result in a breach of attorney-client privilege any prohibition or similar privilege, (iii) result in limitation on the disclosure of any trade secrets of third parties, ownership or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which operation by such party or any of its Subsidiaries or Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of any portion of the status business or assets of matters relating to completion such party or any of the transactions contemplated hereby, including promptly furnishing the other with copies of notices its Subsidiaries or other communications received by Sellers or Buyer, as the case may beAffiliates, or any prohibition or limitation that would compel such party or any of their respective its Subsidiaries or Affiliates to dispose of or hold separate any portion of the business or assets of such party or any of its Subsidiaries or Affiliates, (ii) any prohibition or limitation on the rights of such party to acquire, own or enter into any businesses or lines of businesses, (iii) any prohibition or limitation on the ability of such party to acquire or hold, or exercise full rights of ownership of, any shares of capital stock of the Company, including the right to vote the capital stock of the Company acquired by it on all matters properly presented to the stockholders of the Company, (iv) any prohibition or limitation on such party or any of its Subsidiaries or Affiliates from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate effectively controlling in any meeting with material respect the business or operations of such party or any Governmental Entity of its Subsidiaries or Affiliates or (v) any change in any respect the governance of the Company from that set forth in the Certificate of Incorporation, the Company's By-Laws and this Agreement, any filings, investigation or other inquiry change in connection with the transactions contemplated by such party's rights under this Agreement unless or any limitations on the ability of such party consults with the other party in advance and, to the extent permitted by exercise any such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerrights.

Cooperation. In connection with their obligations pursuant to this Article 11 with respect to pursuing the FCC Consent and the HSR Clearance, Scripps and Journal shall (a) Subject keep each other informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, any Governmental Authority and of any material communication received or given in connection with any Action by a private party, in each case with respect to applicable Laws this Agreement or the Transactions, (b) notify each other of all documents filed with, submitted to or received from any Governmental Authority with respect to this Agreement, the Scripps Stations, the Journal Stations or the Transactions (and provide each other copies of such documents), (c) furnish each other with such information and assistance as the other may reasonably request in connection with their preparation of any governmental filing or submission hereunder and (d) reasonably cooperate with each other in connection with and in advance of any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before any Governmental Authority relating to this Agreement or the sharing Transactions, including any Action initiated by a private party. Each of information, Sellers Scripps and Buyer Journal (i) shall have the right to review in advance, and to the extent practicable each will consult the with each other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection Authority with respect to this Agreement or the transactions contemplated by this Agreement; providedTransactions, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep give the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the a reasonable opportunity to attend and participate thereat; providedin meetings and telephone conferences with any such Governmental Authority relating to the foregoing, howeverto the extent not prohibited by the Governmental Authority. With regard to any sharing of information between the parties contemplated under this Section 11.04, that no Seller (A) any disclosure of information shall be permitted done in a manner consistent with Applicable Law, (B) information may be withheld as necessary to attend address reasonable attorney-client privilege concerns or participate as necessary to comply with restrictions set forth in Contracts and (C) either party may, as it deems advisable or necessary, reasonably designate any meeting with confidential or competitively sensitive information as for “outside counsel only.” Neither Scripps nor Journal shall file any Governmental Entity in respect amendment to the FCC Application or, after grant of the FCC Consent, request any filing made under modification of the HSR Act or other applicable antitrust Laws FCC Consent without the prior written approval consent of Buyerthe other party hereto, such consent not to be unreasonably withheld or delayed.

Cooperation. (a) Subject to applicable Laws Upon the request of Parent, the Company shall, and shall cause its Subsidiaries to, assist and cooperate with Parent in connection with (A) any proposed (i) sale of all or a substantial portion of the Company’s and/or any of its Subsidiaries’ ownership interest in, or all or a substantial portion of the assets of, the Flextech Group, to, or (ii) entry into a joint venture or other business combination transaction relating to the sharing Flextech Group with, in either case, one or more Third Parties (any such proposed or potential Third Party, a “Flextech Transaction Party”) and on such terms and conditions as Parent shall determine (any transactions contemplated by clause (i) or (ii) above, a “Flextech Transaction”), provided that, (1) Parent shall consult with the Company and give reasonable consideration to the views of informationthe Company as to the manner of effecting any Flextech Transaction or the process relating thereto, Sellers which Parent shall, in each case, have the right to direct, (2) representatives of the Company shall be permitted to participate fully in any negotiations with a Flextech Transaction Party, (3) Parent shall, promptly upon receipt of appropriate invoices therefore, reimburse the Company and Buyer its Subsidiaries and the members of the Flextech Group for their reasonable out of pocket costs in complying with this Section 6.07(a)(A) and (4) no obligation of the Company or any of its Subsidiaries under any agreement or instrument with respect to any Flextech Transaction (other than this Agreement) shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall have any obligation or liability under any such agreement or instrument prior to the Effective Time, (B) any Flextech Group Restructuring, provided that, the Company shall not be obligated to undertake any action as part of any such restructuring if such action would result in any significant cost or detriment to the Company or any of its Subsidiaries unless Parent agrees to compensate the Company or the relevant Subsidiaries for such cost or detriment in the event that this Agreement is terminated, and (C) obtaining the Waiver, the process in relation to which Parent shall have the right to review in advancedirect, and to (it being agreed that neither the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and Company nor any of their respective Affiliatesits Subsidiaries will, that appear in without the prior written consent of Parent, pay any filing made withconsideration, or written materials submitted toundertake any obligation or liability, to BBC Worldwide Limited or any third party and/or any Governmental Entity of its Affiliates in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicableWaiver). (b) Sellers Without limiting the generality of the foregoing, the Company shall, and Buyer shall eachcause its Subsidiaries to, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable (A) in connection with any statementFlextech Transaction, filing(i) give to any such Flextech Transaction Party, notice its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the Company and its Subsidiaries relating to the Flextech Group, (ii) furnish to any such Flextech Transaction Party, its counsel, financial advisors, auditors, and other authorized representatives such financial and operating data and other information with respect to the Flextech Group as such Persons may reasonably request, and (iii) assist in taking or application made making any action by or on behalf of Sellers in respect of, or Buyer or any of their respective Subsidiaries to any third party and/or filing with, any Governmental Entity Authority, and obtaining any actions, consents, approvals or waivers required to be obtained, in each case, as customarily required in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure consummation of any trade secrets of third partiesFlextech Transaction, or and (ivB) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with any of the transactions contemplated by this Agreement unless (including without limitation for the purpose of obtaining finance for any such party consults transaction), promptly upon Parent’s request, provide to Parent, each Subsidiary of Parent and/or Ernst & Young LLP (or any other advisers appointed by Parent for such purpose) all assistance, information and access required by any of them in connection with the preparation for or implementation of any financial assistance whitewash procedure (in accordance with sections 155 to 158 of the U.K. Companies Act 1985) required to be undertaken by Sit-up Limited or any other party Subsidiary of the Company to enable it to give financial assistance in advance andconnection with any such transaction (the “Whitewash Procedure”), including: (1) providing them with all accounting and financial information and records requested by them in relation to any such company; (2) preparing and providing to them all reports, analyses and other materials reasonably required by them in relation to any such company; and (3) providing them with access to the extent permitted appropriate personnel of any such company. In addition, with effect from and subject to the occurrence of the Closing Date, the Company shall, if so directed by Parent, (i) cause the directors of any such Governmental Entitycompany required to undertake the Whitewash Procedure to resign, gives and shall cause individuals nominated by Parent to be appointed as the directors of each such company in their place; and (ii) cause the auditors of each such company required to undertake the Whitewash Procedure to resign and shall cause Ernst & Young, LLP (or any other party firm of accountants nominated by Parent for such purpose) to be appointed as the opportunity auditors in their place. (c) Notwithstanding anything to attend the contrary contained herein, the assistance and participate thereat; provided, however, cooperation contemplated by Sections 6.07(a) and 6.07(b) above shall not require the Company or its Subsidiaries to take any action that no Seller unreasonably interferes with the business operations of the Company and its Subsidiaries (including the Flextech Group). Parent shall not take any action in connection with a Flextech Transaction or the Flextech Group Restructuring that would reasonably be permitted expected to attend or participate adversely affect in any meeting material respect the Flextech Group or the Company’s interest therein if the Merger is not consummated. (d) The Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to assist and cooperate with any Governmental Entity Parent in Parent’s efforts to obtain the private letter ruling, closing agreement or similar document described in Section 9.02(g)(i), including by giving such representations as Parent may reasonably request. (e) After the date hereof and prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to assist and cooperate with Parent and its Subsidiaries such that Parent is able to comply, on a timely basis after the Effective Time (without regard to grace periods thereunder with respect of any filing made to acquisitions), with the applicable provisions under the HSR Xxxxxxxx-Xxxxx Act and the 1934 Act, including those regarding the reliability of the combined company’s financial reporting and the preparation of the combined company’s financial statements for external purposes (including Sections 302 and 404 of the Xxxxxxxx-Xxxxx Act and Rules 13a-14 and 15d-14 of the 1934 Act); provided that, the foregoing shall not require the Company or other applicable antitrust Laws without its Subsidiaries to take any action that unreasonably interferes with the prior business operations of the Company and its Subsidiaries or incur any unreimbursed out-of-pocket expense. (f) The Company agrees that (i) upon the receipt of a written approval request from Parent, it will promptly withdraw, and/or cause its Subsidiaries to withdraw, the request filed by the Company and/or its Subsidiaries with the Internal Revenue Service under §301.9100 of Buyerthe Procedure and Administration Regulations on September 1, 2005, and (ii) upon the receipt of a written request from Parent, it will seek permission from the Internal Revenue Service to revoke any election made or purportedly made by the Company or any of its Subsidiaries under Section 108(b)(5) of the Code.

Cooperation. Following the date of this Agreement, the Parties shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to cooperate with respect to any employee compensation or benefits matters that either Party reasonably determines require the cooperation of the other Party in order to accomplish the objectives of this Agreement; provided that, J&J shall determine in its sole discretion which (aif any) Subject Tax or securities filings, rulings or other actions to applicable Laws relating pursue prior to the sharing Distribution Date regarding the treatment of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity J&J Equity Awards in connection with the transactions contemplated by this Agreement; provided, howeverSecond Step Transaction; provided further, that nothing any Liabilities that may be incurred as a result of the Parties taking or failing to take any such actions (including in this Section 5.5(arespect of the continuing service credit provided under Sections 5.04 and 10.01) shall require Buyer to provide to any Seller any filing made by Buyer under be Kenvue Employee Liabilities or J&J Employee Liabilities, as applicable. Without limiting the HSR Act or other applicable antitrust Laws. In exercising generality of the foregoing rightpreceding sentence, each of Seller and Buyer the Parties shall act reasonably and as promptly as practicable. cooperate (ba) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statementaudits of any Benefit Plan with respect to which such Party may have Information, filing, notice or application made by or on behalf of Sellers or Buyer or (b) in connection with any audits of their respective Subsidiaries to any third party and/or any payroll services (whether by a Governmental Entity Authority in the United States or otherwise) in connection with the transactions contemplated services provided by one Party to the other Party, (c) in connection with administering the J&J Benefit Plans and Kenvue Benefit Plans and (d) in good faith in connection with notifications to and consultations with works councils, labor unions and other employee representatives of employees of the J&J Group and the Kenvue Group. The obligations of the J&J Group and the Kenvue Group to cooperate pursuant to this Agreement. Notwithstanding Section 11.01 shall remain in effect until the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure later of which would (i) violate applicable Law, the date all audits of all Benefit Plans of one Party with respect to which the other Party may have Information have been completed and (ii) result in a breach the date the applicable statute of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity limitations with respect to such transactionsaudits has expired. Neither Sellers nor Buyer The J&J Group and the Kenvue Group shall participate in indemnify, defend and hold harmless the members of the Kenvue Group or the members of the J&J Group, as applicable, from and against any meeting with any Governmental Entity in respect and all Liabilities incurred by the Kenvue Group or the J&J Group, as applicable, that arise out of any filingsor result from the failure of the J&J Group or the Kenvue Group (or successor employer), investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance andas applicable, to provide the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate cooperation described in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerthis Section 11.01 on a timely basis.

Cooperation. Upon the receipt of reasonable notice from the Company (a) Subject including the Company’s outside counsel), the Employee agrees that while employed by the Company and thereafter, the Employee will respond and provide information with regard to applicable Laws relating matters of which the Employee has knowledge as a result of the Employee’s employment with the Company, and will provide reasonable assistance to the sharing Company, its Subsidiaries and Affiliates and their respective representatives in defense of information, Sellers and Buyer shall have any claims that may be made against the right to review in advanceCompany or its Subsidiaries or Affiliates (or any member thereof), and will provide reasonable assistance to the Company, its Subsidiaries and Affiliates in the prosecution of any claims that may be made by the Company, its Subsidiaries or Affiliates (or any member thereof), to the extent practicable each will consult that such claims may relate to matters related to the Employee’s period of employment with the Company (or any predecessors). Any request for such cooperation shall take into account the Employee’s other on, all personal and business commitments. The Employee also agrees to promptly inform the information relating Company (to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear extent the Employee is legally permitted to do so) if the Employee is asked to assist in any filing made withinvestigation of the Company, its Subsidiaries or written materials submitted toAffiliates (or any member thereof) or their actions, regardless of whether a lawsuit or other proceeding has then been filed with respect to such investigation and shall not do so unless legally required. If the Employee is required to provide any third party and/or any Governmental Entity services pursuant to this Section 12(e) following the Performance Period, upon presentation of appropriate documentation, then the Company: (i) shall promptly compensate the Employee for all time incurred in these activities at an hourly rate of pay equal to the Employee’s most recent annual base salary divided by 2080 hours; and (ii) shall promptly reimburse the Employee for reasonable out-of-pocket travel, lodging, communication and duplication expenses incurred in connection with the transactions contemplated by this Agreement; providedperformance of such services and in accordance with the Company’s expense policy for its senior officers, howeverand for legal fees to the extent the Board in good faith reasonably believes that separate representation is warranted. The Employee’s entitlement to reimbursement of such costs and expenses, that nothing in including legal fees, pursuant to this Section 5.5(a) 12(e), shall require Buyer in no way affect the Employee’s rights, if any, to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable indemnified and/or advanced expenses in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection accordance with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would Company’s (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (csubsidiaries’ or affiliates’) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices corporate or other communications received by Sellers or Buyerorganizational documents, as the case may beany applicable insurance policy, or any of their respective Affiliates, from any third party and/or any Governmental Entity in accordance with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerAgreement.

Cooperation. (a) Subject to applicable Laws relating the proviso contained in Section 5.5 hereof, upon the terms and subject to the sharing conditions hereof, each of informationthe parties hereto agrees to use its 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 consummate the transactions contemplated by this Agreement, the Seller Agreements and the Buyer Agreements and shall use its reasonable efforts to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings. (b) Sellers shall use all reasonable efforts to provide to Buyer all information concerning the Business reasonably requested by Buyer for inclusion in Buyer's registration statement on Form S-1 in connection with the registration by Buyer under the Securities Act of debt or other offering memorandum for the public or private offering by Buyer of such debt as contemplated by Section 4.6. (c) Sellers shall cooperate with Buyer and take all actions reasonably requested by Buyer in connection with (i) the planning for the consolidation of certain of Sellers' plants and (ii) the financings contemplated by Section 4.6 of the Agreement; provided, however, that (x) Sellers shall not incur (except as specifically set forth to the contrary herein) any out-of-pocket costs or expenses and (y) Sellers shall not be obligated to comply with Buyer's requests if Sellers deem such actions to be otherwise inconsistent with Sellers' business needs or Sellers reasonably determine that such actions will have a material adverse effect on the Business or will unreasonably interfere with the regular duties and responsibilities of Sellers' employees to operate Sellers' business. (d) Upon reasonable notice by Buyer, Sellers agree to cooperate with Buyer and its lender in connection with the transfer of Consigned Gold by providing access to such gold and the relevant books and records of the Business and performing all tasks that may be reasonably requested by Buyer shall have in connection therewith. (e) In the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers event (i) Buyer or Buyerany Seller, as the case may be, and any of their respective Affiliatesis unable to obtain, that appear in any filing made with, or written materials submitted toprior to the Closing, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; providedconsents, howeverapprovals, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act waivers or other applicable antitrust Laws. In exercising authorizations to transfer to Buyer any Asset or with respect to the foregoing right, each of Seller Leases (other than the Kentucky Lease) and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilegeBuyer elects to waive Section 7.3(b) hereof with respect to such consent, (iii) result in the disclosure of any trade secrets of third partiesapproval, or (iv) violate any confidentiality or nondisclosure agreement waiver or other agreement or arrangement authorization and to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of consummate the transactions contemplated hereby, including promptly furnishing the Buyer and Sellers shall cooperate with each other with copies of notices in order to obtain such consents, approvals, waivers or other communications received by Sellers or Buyer, as authorizations at the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerearliest practicable date.

Cooperation. The covenants in this Section 9.01 shall apply to the parties hereto from and after the date of this Agreement: (a) Subject to applicable Laws relating the provisions of Section 9.02, each of the Parent and the Acquiror shall use, and shall cause each of its respective Affiliates to the sharing of informationuse, Sellers and Buyer shall have the right all commercially reasonable efforts (i) to review in advancetake, or to cause to be taken, all actions, and to the extent practicable each will consult the other ondo, or to cause to be done, all things that, in either case, are necessary, proper or advisable under applicable Legal Requirements or otherwise to consummate and make effective the information relating transactions contemplated by this Agreement, (ii) to Sellers obtain from any Governmental Authorities any Authorizations or Buyer, as Orders required to be obtained by the case may be, and Parent or the Acquiror or any of their respective AffiliatesAffiliates or any of the Operating Companies in connection with the authorization, that appear in execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (iii) to make all necessary filings as expeditiously as reasonably practicable, and thereafter to make promptly any filing made withother required submissions, or written materials submitted towith respect to this Agreement and the transactions contemplated hereby required under the HSR Act, any third foreign competition laws that are applicable to the transactions contemplated by this Agreement and any other applicable Legal Requirements. In this regard, neither the Parent nor the Acquiror will, directly or indirectly, make any investment or acquisition or permit any equity investment in the Parent, the Acquiror, any Holding Company or any Transfer Company that could reasonably be expected to delay, impede or prevent the granting of any Authorization required in order to consummate the transactions contemplated hereby. Any action under this Section taken by or at the direction of Parent or Acquiror shall be consistent with the Transfer Restriction Plan, and the Parent and the Acquiror shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling party and/or and its advisors prior to filing and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Parent and the Acquiror shall furnish or cause to be furnished all information required for any Governmental Entity application or other filing to be made pursuant to any applicable Law or any applicable Regulations in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers Subject to the provisions of Section 9.02, each of the Parent and Buyer the Acquiror shall eachtimely give or cause to be given any notices to third Persons, upon request by the otherand use, furnish the other with all information concerning itself and cause its respective Affiliates and such other matters as may be reasonably necessary to use, commercially reasonable efforts to obtain any Third Person Consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement or to satisfy any of the Closing Conditions, (ii) otherwise required under any Principal Contracts in connection with the consummation of the transactions contemplated hereby or (iii) required to prevent a Material Adverse Effect from occurring prior to or after the Closing. Any action under this Section taken by or at the direction of Parent or Acquiror shall be consistent with the Transfer Restriction Plan, and the Parent and Acquiror shall cooperate with each other in connection with the giving of all such notices and the preparation of all consent or waiver requests or agreement amendments. The Parent and the Acquiror shall cooperate with each other in providing copies of all such documents to the other party and its advisors, and if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Parent and Acquiror shall furnish or cause to be furnished all information requested by the other party in connection with this Section. (c) Each of the Parent and the Acquiror shall give, and shall cause its Affiliates to give, prompt notice to the other of (i) any statement, filing, notice or application made by other communication from any Person alleging that the consent of such Person is or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity may be required in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Lawhereby, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement notice or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, communication from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry Authority in connection with the transactions contemplated by this Agreement unless such party consults with hereby, (iii) any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting the Parent, the Acquiror, any Holding Company or any Transfer Company that relate to the consummation of the transactions contemplated hereby and (iv) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely (A) to cause any condition to the obligations of the other party in advance andto consummate the transactions contemplated hereby not to be satisfied, (B) to cause a breach of the extent permitted by covenants of such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.this Agreement or

Cooperation. (a) Subject PhyCor and MedPartners shall together, or pursuant to applicable Laws relating an allocation of responsibility agreed to between them, (i) cooperate with one another in determining whether any filings required to be made or consents required to be obtained in any jurisdiction prior to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity Effective Time in connection with the consummation of the transactions contemplated by this Agreement; providedhereby and cooperate in making any such filings promptly and in seeking to obtain timely any such consents, however(ii) use their respective reasonable best efforts to cause to be lifted any injunction prohibiting the Merger, that nothing in this Section 5.5(aor any part thereof, or the other transactions contemplated hereby, and (iii) shall require Buyer furnish to provide one another and to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising one another's counsel all such information as may be required to effect the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicableactions. (b) Sellers Subject to the terms and Buyer conditions herein provided, and unless this Plan of Merger shall eachhave been validly terminated as provided herein, upon request by the othereach of PhyCor and MedPartners shall use all reasonable efforts (i) to take, furnish the other or cause to be taken, all actions necessary to comply promptly with all information concerning itself and its Affiliates and such other matters as legal requirements which may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or imposed on behalf of Sellers or Buyer such party (or any subsidiaries or affiliates of their respective Subsidiaries such party) with respect to any third party and/or any Governmental Entity in connection with the Plan of Merger and to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, hereby and (ii) result in a breach of attorney-client privilege to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or similar privilege, (iii) result in the disclosure of any trade secrets of third partiesapproval of, or (iv) violate any confidentiality exemption by, any governmental entity and/or any other public or nondisclosure agreement private third party which is required to be obtained or other agreement or arrangement to which made by such party or any of its Affiliates is a party. (c) Sellers subsidiaries or affiliates in connection with this Plan of Merger and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated herebyhereby and (iii) to cause the conditions to the obligations of the parties hereto to be satisfied, including and the Merger to be consummated, as promptly furnishing as practicable. Each of PhyCor and MedPartners will promptly cooperate with and furnish information to the other in connection with copies any such burden suffered by, or requirement imposed upon, either of notices or other communications received by Sellers or Buyer, as the case may be, them or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation subsidiaries or other inquiry affiliates in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerforegoing.

Cooperation. (a) Subject Each of Buyer and Seller shall use commercially reasonable efforts to applicable Laws cooperate with each other in all matters relating to the sharing provision and receipt of informationthe Services. Without limiting the generality of the foregoing sentence: 2.7.1 Such cooperation shall include Seller using commercially reasonable efforts to obtain material consents, Sellers and Buyer shall have the right licenses or approvals necessary to review in advancepermit Seller to perform its obligations hereunder, and subject to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this AgreementServices Standard; provided, however, that nothing in this Section 5.5(a) under no circumstances shall require Buyer Seller be obligated to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would a Service if (i) violate applicable LawSeller is unable to obtain necessary consents, licenses and approvals relating to such Service on commercially reasonable terms; (ii) result in a breach order to provide such Service, Seller will have an obligation to make any payments to any Third Party or incur any obligations in respect of attorney-client privilege any such consents, licenses or similar privilegeapprovals, which payments are not subject to reimbursement by Buyer or which other obligations are not assumed by Buyer hereunder; (iii) result Seller would be obligated to make any alternative arrangements in the disclosure of event that any trade secrets of third partiessuch consents, licenses or approvals are not obtained (but only to the extent such arrangements would not be commercially reasonable); or (iv) violate any confidentiality Seller would be required to seek broader rights or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity more favorable terms with respect to such transactions. Neither Sellers nor any consents, licenses or approvals than those applicable immediately prior to the date hereof. 2.7.2 Buyer shall participate permit Seller, its Affiliates and its and their employees and agents reasonable access during regular business hours (or otherwise upon reasonable prior notice) to such data and personnel as are involved in receiving the Services, and records as reasonably requested by Seller to facilitate Seller’s performance of this Agreement. 2.7.3 Seller shall be excused from performing any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by obligation under this Agreement unless such party consults with the other party in advance and, to the extent permitted by Buyer’s failure to perform its obligations under this Agreement, including providing cooperation as set forth in this Section 2.7, hinders or prevents Seller’s performance of such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerobligation.

Cooperation. The Parties agree to cooperate fully in any Infringement action pursuant to this Section 5.3, including by making the inventors, applicable records and documents (aincluding laboratory notebooks) Subject to applicable Laws relating with respect to the sharing relevant Patents available to the Enforcing Party on the Enforcing Party’s request. With respect to an action controlled by the applicable Enforcing Party, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the Enforcing Party, as the Enforcing Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of informationattorney solely for such purpose or joining in, Sellers or being named as a necessary party to, such action, providing access to relevant documents and Buyer other evidence and making its employees available at reasonable business hours; provided that the Enforcing Party shall reimburse such other Party for its reasonable and verifiable costs and expenses incurred in connection therewith. Unless otherwise set forth herein, the Enforcing Party shall have the right to review settle such claim; provided that neither Party shall have the right to settle any Infringement litigation under this Section 5.3 in advance, and to a manner that has a material adverse effect on the extent practicable each will consult rights or interest of the other onParty or in a manner that imposes any costs or liability on or involves any admission by, all the information relating to Sellers other Party, without the express written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Lawsdelayed). In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made activities with respect to an Infringement action prosecuted by the applicable Enforcing Party pursuant to this Section 5.3 involving Patents Controlled by or on behalf of Sellers or Buyer or any of their respective Subsidiaries licensed under Article 2 to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding other Party, the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would Enforcing Party shall (i) violate applicable Lawconsult with the other Party as to the strategy for the prosecution of such claim, suit or proceeding, (ii) result consider in a breach of attorney-client privilege or similar privilege, good faith any comments from the other Party with respect thereto and (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised Party reasonably informed of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with any material steps taken and provide copies of notices or other communications received by Sellers or Buyerall material documents filed, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyeraction.

Cooperation. a. Following the termination of Employee’s employment with Employer for any reason, Employee shall provide reasonable cooperation to Employer and its affiliates in connection with (ai) Subject to applicable Laws the orderly transfer of information known by Employee regarding his duties and (ii) any formal or informal dispute resolution effort, action, proceeding, investigation or litigation involving Carlyle or its affiliates relating to the sharing of information, Sellers and Buyer shall have the right to review in advance, and any matter that occurred during or prior to the extent practicable each will consult the Term in which Employee was involved or of which he has substantive knowledge; provided that Employee shall be reimbursed for any reasonable out-of-pocket costs incurred in connection with such cooperation (including any reasonable legal, accounting or other on, all the information relating professional fees incurred by Employee subject to Sellers pre-approval by Employer not to be unreasonably withheld or Buyer, as the case may bedelayed), and any such cooperation shall be at such times and in such locations as are reasonably acceptable to Employee taking into account his other professional and personal obligations. If Employee receives a subpoena or other request for information, Employee agrees to provide Employer with prompt notice of their respective Affiliatesthe subpoena or request so that Carlyle may take appropriate action to avoid or contest disclosure, unless Employee has been advised by counsel that appear in providing such notice would violate applicable law or an applicable court order. b. Following the termination of Employee’s employment with Employer for any filing made withreason, or written materials submitted Employer shall, and shall cause its affiliates to, any third party and/or any Governmental Entity provide reasonable cooperation to Employee in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated herebyhis interests and rights in, including promptly furnishing the other with and obligation in respect of, Carlyle and any funds, investment vehicles and accounts whose investments are or were managed by Carlyle, including, by providing copies of notices or other communications received by Sellers or Buyerall documents governing any such interests, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect rights and obligations and providing reasonable access to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filingsCarlyle personnel as is reasonable requested by Employee to understand such interests, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend rights and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerobligations.

Cooperation. (a) Subject Upon reasonable request by the Servicer, Owner shall promptly furnish the Servicer with such documents prepared by the Servicer and satisfactory in form and substance to applicable Laws Owner as may be necessary or appropriate to enable the Servicer to liquidate, collect payments against and otherwise service and manage the Mortgage Loans and Mortgaged Premises in accordance with this Agreement. (b) The parties acknowledge that Owner will retain title to, and ownership and exclusive control of, the Mortgage Loans and the proceeds relating thereto (except to the extent that the Servicer is entitled to any Protective Advances or Servicing Fees (including Ancillary Income) prior to disbursing any such proceeds to Owner, to the extent Servicer is so authorized pursuant to other terms and provisions in this Agreement) and that, except as set forth in the preceding parenthetical, the Servicer will not acquire any title to, security interest in, or other rights of any kind in or to such Mortgage Loans or proceeds. (c) Each party agrees that it shall take all actions and provide such documents and instruments as are reasonably necessary to carry out the purposes of this Agreement and any related Servicing Agreement and as may be reasonably requested to better assure and confirm the respective rights and obligations of the parties under this Agreement and any related Servicing Agreement. It is understood and agreed that the foregoing provision shall not operate to preclude or inhibit either party from the full exercise of its rights under this Agreement or any related Servicing Agreement. (d) The Servicer shall be responsible for responding promptly and accurately to all reasonable requests from Owner, the Borrower or other Persons for information relating to a Mortgage Loan or any Mortgaged Premises or to the Borrower that the Servicer is required or permitted to disclose to such Person, upon compliance by such Person of any conditions to the release of such information. (e) The Servicer shall promptly prepare all reports or other information required to respond to any inquiry from or give any necessary instructions to provider of hazard or flood insurance, or other insurer or guarantor, taxing authority, tax servicer, homeowners association, or condominium association. (f) At the request and at the expense of the Owner, the Servicer shall prepare and record or cause the preparation and recordation of any and all deeds, assignments of mortgage, and ancillary instruments relating to the sharing conveyance of information, Sellers the Mortgaged Premises and Buyer shall have the right Mortgage Loans to review in advanceOwner or its designee, and to shall supervise the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any efforts of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or in preparing and recording such deeds and assignments of mortgage and ancillary instruments. (g) At the request and expense of Owner, the Servicer shall cooperate with Owner in facilitating any Governmental Entity financing or securitization of the Mortgage Loans (including furnishing such reports and information with respect to the Mortgage Loans as Owner may reasonably request), and facilitating the transfer of servicing of the Mortgage Loans to such entity as Owner may designate in connection with a securitization of the transactions contemplated Mortgage Loans. (h) The Servicer and any director, officer, employee or agent of the Servicer may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities respecting any mattters arising hereunder. Subject to the terms of Section 9.06 hereof, the Servicer shall have no obligation to appear with respect to, prosecute or defend any legal action which is not incidental to the Servicer's duty to service the Mortgage Loans in accordance with this Agreement. (i) Except as set forth in Section 9.06 herein, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to any Person for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that nothing in this Section 5.5(a) provision shall require Buyer to provide to any Seller any filing made by Buyer under not protect the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer Servicer or any such Person against any liability that would otherwise be imposed by reason of their respective Subsidiaries to any third party and/or any Governmental Entity willful misfeasance, bad faith or negligence in connection with the transactions contemplated its performance of its duties or by reason of reckless disregard for its obligations and duties under this Agreement. Notwithstanding The Servicer and any directors, officer, employee or agent of the foregoing, no party need disclose to Servicer may rely in good faith on any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure document of any trade secrets of third parties, or (iv) violate kind prima facie properly executed and submitted by any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or Person respecting any of its Affiliates is a partymatters arising hereunder. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. Acquiror and the Surviving Corporation shall cooperate with the Directors and Officers in the defense and settlement of any claim made against them based upon or arising out of any actual or alleged wrongful act (aas such term may be defined in the applicable D&O Policies or Replacement D&O Policy) Subject to applicable Laws relating occurring at or prior to the sharing of informationEffective Time. Acquiror and the Surviving Corporation shall provide any reasonable assistance or information that may be required by a Director or Officer in connection with any such claim. Neither Acquiror, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and Surviving Corporation nor any of their respective Affiliates, representatives shall cause any action or inaction that appear in any filing made with, could reasonably be expected to jeopardize or written materials submitted to, any third party and/or any Governmental Entity in connection with otherwise impair the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer rights or ability of the Directors or Officers to provide to any Seller any filing made by Buyer recover loss amounts due under the HSR Act D&O Policies or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicableany Replacement D&O Policy. (be) Sellers Neither Acquiror nor the Surviving Corporation shall take any action that could reasonably be expected to jeopardize or otherwise interfere with the ability of any of the Indemnified Parties to collect any proceeds payable under any of the D&O Policies. (f) Each of Tenneco, Acquiror and Buyer Subsidiary acknowledges and agrees that the Industrial Subsidiary's responsibilities hereunder for Claims Administration and Insurance Administration shall eachnot relieve any Person submitting an insured claim under any of the D&O Policies of (i) the primary responsibility for giving notice of such insured claim accurately, upon request by completely and in a timely manner, or (ii) any other right or responsibility which such Person may have pursuant to the other, furnish terms of any of the D&O Policies. (g) This SECTION 6.4 (and all other with all information concerning itself and its Affiliates and such other matters as may be reasonably provisions of this Agreement necessary or advisable in connection with any statementappropriate for purposes of enforcing this SECTION 6.4) is intended to be for the benefit of, filingand shall be enforceable by, notice or application made by or the Industrial Subsidiary and the Indemnified Parties, their heirs and personal representatives and shall be binding on behalf of Sellers or Buyer or any Tenneco, the Surviving Corporation and Acquiror and each of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreementsuccessors and assigns. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.6.5

Cooperation. (a) Subject Employee agrees to applicable Laws relating to cooperate with the sharing of information, Sellers and Buyer shall have the right to review in advance, and Employer to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request requested by the other, furnish Employer for the other with all information concerning itself purpose of transitioning his duties and its Affiliates and such other matters responsibilities. Employee will use his best efforts to make himself available as a consultant to Employer as may be reasonably necessary requested by Employer from time to time, on an as needed basis. Employee further agrees to cooperate with Employer with regard to any litigation relating to Employee’s period of employment for which Employer reasonably requests Employee’s participation. Employee’s agreement to consult respecting such litigation shall continue for the duration of any such litigation. If requested by Employer, such cooperation shall include, without limitation, (1) responding reasonably promptly to requests for information and documents in Employee’s possession concerning matters pertinent to any of the foregoing, (2) making himself reasonably available as a witness and testifying at trial, depositions, hearings, or advisable other proceedings, as well as being reasonably available for adequate preparation for such testimony, and (3) participating at reasonable times in interviews and meetings with representatives of the Employer, representatives of governments or regulatory authorities, or others designated by Employer. The Employee agrees that, following the Effective Date, the Employee will continue to provide reasonable cooperation to Employer and/or any of its subsidiaries and its or their respective counsel in connection with any statementinvestigation, filingadministrative proceeding, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries litigation relating to any third party and/or any Governmental Entity matter that occurred during the Employee’s employment in connection with which the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party Employee was involved or its authorized representatives any information the disclosure of which would the Employee has knowledge. As a condition of such cooperation, Employer shall reimburse the Employee for reasonable out-of-pocket expenses incurred at the request of Employer and shall compensate Employee at a daily rate equal to his daily rate of compensation at the time of termination of his employment. The Employee also agrees that, in the event that the Employee is subpoenaed by any person or entity (iincluding, but not limited to, any government agency) violate applicable Law, to give testimony or provide documents (ii) result in a breach of attorney-client privilege or similar privilegedeposition, (iii) result in the disclosure of any trade secrets of third partiescourt proceeding, or (ivotherwise) violate that in any confidentiality way relates to the Employee’s employment by Employer, the Employee will, if legally permitted, give prompt notice of such request to Employer and, unless legally required to do so, will make no disclosure until Employer or nondisclosure agreement or other agreement or arrangement Employer’s subsidiaries has had a reasonable opportunity to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep contest the other apprised right of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices requesting person or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect entity to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerdisclosure.

Cooperation. (a) Subject to applicable Laws relating Upon the terms and subject to the sharing of informationconditions set forth in this Agreement, Sellers Parent and Buyer shall have Merger Sub, on the right to review in advanceone hand, and the Company, on the other hand, shall use their reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done), and assist and cooperate with the other party or parties in doing, all reasonable things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger as soon as practicable, including using their respective reasonable best efforts to cause the conditions to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as Company’s (in the case may beof Parent and Merger Sub) and Parent’s and Merger Sub’s (in the case of the Company) obligations to close the Merger set forth in Article 7 to be satisfied on or before the Outside Date. In addition, the Company shall use its reasonable best efforts to obtain all consents, waivers and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity approvals under all Company Material Contracts in connection with this Agreement and the transactions contemplated by this Agreement; providedconsummation of the Merger, howeverincluding those specified in Section 3.5(b) of the Disclosure Schedule, that nothing so as to maintain and preserve the benefits under such Company Material Contracts as of the consummation of the Merger, and Parent shall use its commercially reasonable efforts to assist in this Section 5.5(a) such endeavors. The parties shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, consult with each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with respect to the obtaining of all information concerning itself such permits, consents, approvals and its Affiliates authorizations, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third each party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each will keep the other apprised of the status of matters relating to completion of the transactions contemplated herebyTransactions. Notwithstanding the foregoing, including promptly furnishing Parent and Merger Sub, on the one hand, shall not be required to, and the Company, on the other with copies hand, unless otherwise directed by Parent (which direction shall not require payment to be made until at or after the Effective Table of notices Contents Time), shall not, pay any consent fee, “profit sharing” payment or other communications received by Sellers or Buyer, as the case may beconsideration (including increased rent payments), or provide additional security (including a guaranty) to any Third Party as a condition to receipt of their respective Affiliatesany consent, waiver or approval from any third party and/or to any Governmental Entity with respect such Company Material Contract. In addition to the foregoing, subject to the terms and conditions hereof, neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing or materially impairing or delaying or otherwise adversely affecting the consummation of the Merger or the ability of such transactionsparty to perform its obligations under this Agreement. Neither Sellers nor Buyer shall participate Notwithstanding anything in this Section 6.9 to the contrary, the sole obligation of the parties to take, or refrain from taking, any meeting with any Governmental Entity action in respect of any filingsAntitrust Law, investigation or other inquiry including as may otherwise be required by any Antitrust Law in connection with the transactions contemplated by this Agreement unless such party consults with Merger and the other party Transactions, whether in advance andconnection with any approvals or consents (or the expiration of any waiting period) that may be required under any Antitrust Law or otherwise, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate those set forth in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerSection 6.10.

Cooperation. (a) Subject to applicable Laws relating to the sharing of information, Sellers and Buyer shall have the right to review in advance, and Except to the extent practicable otherwise allowed by Section 5.4, each will consult party hereto shall cooperate with the other onto fulfill the closing conditions set forth in Article 6 and Article 7, including delivery of all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear documents set forth in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicablesuch conditions. (b) Sellers Without limiting the foregoing, each party hereto shall take all commercially reasonable steps necessary or desirable, and Buyer proceed diligently and in good faith and shall eachuse all commercially reasonable efforts to obtain, upon request as promptly as practicable, all authorizations, consents, orders and approvals of all Governmental Entities that may be or become necessary for such party’s execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents, including under the HSR Act. Each party hereto shall make all necessary filings to be made by them, and thereafter make any other required or appropriate submissions, with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby required under the HSR Act and each party shall make, as soon as reasonably practicable, all other necessary filings to be made by it, and thereafter make any other required or appropriate submissions, with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, following approval by the otherCompany’s stockholders, furnish the filing by the Company of the Certificate of Incorporation Amendments with the State of Delaware, Department of State: Division of Corporations. Each party will cooperate fully (including, without limitation, by providing all information and reasonable assistance as the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable party requests in connection with its preparation of any statementfiling or submission that is necessary under the HSR Act) with the other parties in promptly seeking to obtain all such authorizations, filingconsents, notice or application made by or on behalf orders and approvals. (c) Each party hereto shall promptly inform the other party of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or communication from any Governmental Entity in connection with regarding any of the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to If any other party or its authorized representatives Affiliate thereof receives a request for additional information or documentary material from any information the disclosure of which would (i) violate applicable Law, (ii) result such Governmental Entity in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion respect of the transactions contemplated hereby, including promptly furnishing the other with copies of notices then such party will endeavor in good faith to make, or other communications received by Sellers or Buyercause to be made, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults soon as reasonably practicable and after consultation with the other party party, an appropriate response in advance and, to the extent permitted by compliance with such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerrequest.

Cooperation. (a) Subject to applicable Laws relating Sellers and Purchaser shall each promptly give notice to the sharing of information, other upon becoming aware that any Action is pending or threatened by or before any Governmental Authority with respect to the Transactions. Sellers and Buyer Purchaser (i) shall have the right to review in advance, and to the extent practicable cooperate with each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; providedprosecution, howeverinvestigation or defense of any such Action, that nothing in this Section 5.5(a(ii) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and supply as promptly as practicablereasonably practicable all information requested by the other, by any such Governmental Authority or by any party to any such Action that is legally required to be produced, and (iii) shall each use commercially reasonable efforts to cause any such Action to be determined as promptly as reasonably practicable and in a manner which does not impact adversely on, and is consistent with, the Transactions. (b) After the Closing, each of Sellers and Buyer Purchaser shall eachuse commercially reasonable efforts to provide to any other Party to this Agreement, upon request by any trustee or other bankruptcy estate representative or fiduciary and the otherUnited States Trustee (the “Requesting Party”) such records and information and to make available to the Requesting Party such employees or other personnel, furnish the other with all information concerning itself and its Affiliates and such other matters in each case as may be reasonably requested in writing by the Requesting Party, for the purpose of responding to governmental inquiries, making required governmental filings or defending or prosecuting any Action or other proceeding involving any Person other than the Party providing such information or records or making available such employees or other personnel (the “Providing Party”) and in resolving all claims, preparing all Tax Returns, and handling all matters necessary to administer and close the Bankruptcy Cases, including assisting the Requesting Party in winding down the bankruptcy estate of Sellers, liquidating the Excluded Assets, pursuing or advisable in connection processing any Action with any statement, filing, notice or application made by or on behalf respect to the bankruptcy estate of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereatExcluded Liabilities; provided, however, that no Seller Providing Party shall be permitted required to attend (i) provide information, records or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act employees or other applicable antitrust Laws without personnel under circumstances which the prior written approval Providing Party believes in its sole reasonable determination may waive privilege, confidentiality or a similar protection or expose it to material liability to any Person or may prejudice any legal interest of Buyerthe Providing Party, or (ii) take any action that in the Providing Party’s reasonable determination unreasonably interferes with its business.

Cooperation. (ai) Subject to applicable Laws relating to the sharing of information, Sellers and Buyer shall have For so long as Purchaser has the right to review in advanceexercise any pre-emptive rights pursuant to this Section 5, each party hereto shall use its commercially reasonable efforts to obtain all authorizations, consents, orders and to the extent practicable each will consult the other on, approvals of all the information relating to Sellers governmental authorities and officials that may be or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity become necessary in connection with Purchaser's exercise of such rights, and will cooperate reasonably with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The parties hereto agree to cooperate reasonably, complete and file any joint applications for any authorizations from any governmental authorities reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement; provided, however, Section 5. The parties hereto agree that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, they will keep each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion the exercise of the transactions pre-emptive rights contemplated herebyunder this Section 5, including reasonably promptly furnishing the other with copies of notices or other communications received by Sellers the Company or Buyer, as the case may be, or any of their respective AffiliatesPurchaser, from any all third party and/or any Governmental Entity parties and governmental authorities with respect to the pre-emptive rights contemplated by this Section 5. (ii) For so long as Purchaser has the right to exercise any pre-emptive rights pursuant to this Section 5, the Company and Purchaser agree to reasonably promptly prepare and file, if necessary, any filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "DOJ") in order to enable Purchaser to exercise such transactionspre-emptive rights under this Section 5. Neither Sellers nor Buyer shall participate Each party hereby E-A-18 covenants to cooperate reasonably with the other such party to the extent reasonably necessary to assist in making any meeting with any Governmental Entity in respect of any filingsreasonable supplemental presentations to the FTC or the DOJ, investigation and, if requested by the FTC or other inquiry the DOJ, to reasonably promptly amend or furnish additional information thereunder. (iii) Any reasonable out-of-pocket costs and expenses arising in connection with the transactions contemplated by actions taken pursuant to this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller Section 5(e) shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerborne by Purchaser.

Cooperation. (a) Subject Each party hereto shall perform all obligations under this Agreement in good faith and use commercially reasonable efforts to applicable Laws relating to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult cooperate with the other on, all in order to facilitate the information relating to Sellers or Buyer, as provision and receipt of the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicableServices. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding Without limiting the foregoing, no party need disclose and subject to any other party or its authorized representatives any information the disclosure of which would Section 7.2, (i) violate Purchasers and the Company (and its Subsidiaries) shall follow the workplace, security and data privacy policies, procedures, practices and requirements (collectively, the “Security Policies”) of Seller as applicable Lawto the Services, and (ii) result in a breach Seller shall follow the Security Policies of attorney-client privilege or similar privilege, (iii) result the Company as applicable to the Services to the extent that Seller was obligated to follow such Security Policies prior to the Closing; provided in the disclosure case of (i) and (ii) above, that none of the foregoing parties will be obligated to follow any trade secrets policies, procedures and practices to the extent in doing so it would be in violation of third partiesapplicable Law; provided, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is further, that the foregoing will in no way limit a party’s obligations to obtain consents pursuant to Section 2.3(c). (c) Sellers Purchasers and Buyer the Company shall each keep provide (and shall cause to be provided) to Seller and its employees, agents, consultants and contractors the other apprised following, at no cost to Seller, as necessary in the reasonable judgment of Seller in order for Seller to provide the Services pursuant to the terms hereof: (i) access to facilities, hardware, equipment, systems, Intellectual Property and related items of the status Company and its Subsidiaries; and (ii) access to, and the cooperation of, personnel of matters relating to completion Purchasers, the Company and its Subsidiaries (including timely hiring and placement of the transactions contemplated hereby, including promptly furnishing the other with copies those personnel necessary for knowledge transfer and assumption of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry functional responsibilities in connection with the transactions contemplated by this Agreement unless such party consults with Services). (d) A failure of Seller, on the one hand, or Purchasers or the Company (and its Subsidiaries), on the other party in advance andhand, to the extent permitted by such Governmental Entity, gives act in accordance with this Section 2.7 that prevents or materially inhibits the other party party(s) ability to provide a Service or meet its obligations hereunder, including the opportunity failure to attend and participate thereatcomply with Security Policies with which it is obligated to comply hereunder, will relieve such party(s) from such obligation until such time as the failure has ceased; provided, however, that no Seller shall be permitted the party that is unable to attend provide a Service or participate in any meeting with any Governmental Entity in respect meet its obligations hereunder notifies the other party(s) promptly after becoming aware of any filing made under such failure by the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerparty(s).

Cooperation. (a) Subject Each Party shall perform all obligations hereunder in good faith and use commercially reasonable efforts to applicable Laws cooperate with the other in all matters relating to the sharing provision and receipt of information, Sellers the Services. In furtherance of the foregoing: (i) each Party shall timely notify the other in writing as soon as reasonably practicable in advance of any circumstances that could have a material adverse effect on the Services or security and Buyer work with the other Party to minimize the effect of such circumstances; (ii) each Party shall have timely provide information and documentation reasonably requested by the right other Party to review be used in advance, the provision or receipt of the Services hereunder; and (iii) each Recipient and its Affiliates shall use commercially reasonable efforts to (A) cooperate with the applicable Provider and its Affiliates with respect to the extent practicable provision of any Service and (B) enable the applicable Provider and its Affiliates to provide the Services in accordance with this Agreement. Except as required by applicable Law, no Recipient or its Affiliates shall take any action that would interfere with or materially increase the costs of a Provider’s providing any of the Services without the consent of the Provider, such consent not to be unreasonably withheld, conditioned or delayed. In addition, each will consult Recipient shall comply with any restrictions in the other on, all applicable licenses and agreements that the information relating to Sellers applicable Provider has with third parties that are used in the provision of Services of which the Recipient is made aware of by the Provider. Except as required by applicable Law or Buyer, as otherwise in the case may beof a Required Change, no Provider or its Affiliates shall take any action that would materially increase the amounts to be paid by the Recipient with respect to a Service without the consent of the Recipient, such consent not to be unreasonably withheld, conditioned or delayed and any of their respective Affiliates, a Provider shall make commercially reasonable efforts to minimize all costs that appear in any filing made with, will be passed through to a Recipient directly or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicableindirectly. (b) Sellers and Buyer In furtherance of such cooperation, the Parties shall each, upon request work together to create procedural documentation for those Services as requested by the other, furnish the other with all information concerning itself and its Affiliates and applicable Recipient to assist such other matters as may be reasonably necessary Recipient in receiving such Services; provided that such documentation shall not establish service levels pursuant to Section 2.08 or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by otherwise under this Agreement. Notwithstanding ; and provided further that such documentation will be provided as a Knowledge Transfer Service at the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a partyAgreed Price. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. (a) Subject HEALTHSOUTH and Advantage Health shall together, or pursuant to applicable Laws relating an allocation of responsibility agreed to between them, (i) cooperate with one another in determining whether any filings required to be made or consents required to be obtained in any jurisdiction prior to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity Effective Time in connection with the consummation of the transactions contemplated by this Agreement; providedhereby and cooperate in making any such filings promptly and in seeking to obtain timely any such consents, however(ii) use their respective reasonable best efforts to cause to be lifted any injunction prohibiting the Merger, that nothing in this Section 5.5(aor any part thereof, or the other transactions contemplated hereby, and (iii) shall require Buyer furnish to provide one another and to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising one another's counsel all such information as may be required to effect the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicableactions. (b) Sellers Subject to the terms and Buyer conditions herein provided, and unless this Plan of Merger shall eachhave been validly terminated as provided herein, upon request by the othereach of HEALTHSOUTH and Advantage Health shall use all reasonable efforts (i) to take, furnish the other or cause to be taken, all actions necessary to comply promptly with all information concerning itself and its Affiliates and such other matters as legal requirements which may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or imposed on behalf of Sellers or Buyer such party (or any subsidiaries or affiliates of their respective Subsidiaries such party) with respect to any third party and/or any Governmental Entity in connection with the Plan of Merger and to consummate the transactions contemplated by this Agreement. Notwithstanding hereby, subject to the foregoingvotes of its stockholders described above, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, and (ii) result in a breach of attorney-client privilege to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or similar privilege, (iii) result in the disclosure of any trade secrets of third partiesapproval of, or (iv) violate any confidentiality exemption by, any governmental entity and/or any other public or nondisclosure agreement private third party which is required to be obtained or other agreement or arrangement to which made by such party or any of its Affiliates is a party. (c) Sellers subsidiaries or affiliates in connection with this Plan of Merger and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including . Each of HEALTHSOUTH and Advantage Health shall promptly furnishing cooperate with and furnish information to the other in connection with copies any such burden suffered by, or requirement imposed upon, either of notices or other communications received by Sellers or Buyer, as the case may be, them or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation subsidiaries or other inquiry affiliates in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerforegoing.

Cooperation. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all 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 consummate and make effective as promptly as practicable the transactions contemplated by this Plan and to cooperate with each other in connection with the foregoing, including using its best efforts to: (a) Subject prepare and file with the California Department as soon as is reasonably practicable all necessary permit applications and other necessary registrations and filings, including, but not limited 7 12 to, all filings and other submissions of information to applicable Laws relating governmental authorities with respect to the sharing transactions contemplated by this Plan, and use its best efforts to obtain such permits and approvals as promptly as possible; (b) prepare and file with the SEC as soon as is reasonably practicable a Registration Statement, including a proxy statement/prospectus (the "Registration Statement") with respect to the transactions contemplated by this Plan, and use its best efforts to have such Registration Statement declared effective by the SEC under the Securities Act as promptly as possible; (c) mail, as soon as is reasonably practicable after receiving any required regulatory approvals, a proxy statement, together with a form of informationproxy, Sellers with respect to the meeting of the Company's Eligible Members at which the Eligible Members of the Company will vote upon this Plan and Buyer the Merger (the "Proxy Statement"). The term "Proxy Statement" shall mean such proxy or information statement at the time it initially is mailed to the Company's Eligible Members and all amendments or supplements thereto, if any, similarly filed and mailed. The information provided and to be provided by the Company, Holdings and New Insurer, respectively, for use in the Proxy Statement shall, on the date the Proxy Statement is first mailed to the Company's Eligible Members and on the date of the meeting of the Company's Eligible Members referred to in Section 6.2, be true and correct in all material respects and shall not omit to state any material fact necessary in order to make such information not misleading, and each of the Company, Holdings and New Insurer agrees to correct any information provided by it for use in the Proxy Statement that shall have the right to review in advance, and to the extent practicable each will consult the other on, become false or misleading; (d) take all the information relating to Sellers such actions as may be required under state blue sky or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity securities laws in connection with the transactions contemplated by this AgreementPlan; provided(e) arrange for the listing of the Common Stock on a national securities exchange; (f) obtain all necessary waivers, howeverconsents and approvals from other parties to material loan agreements, that nothing in this Section 5.5(aleases and other contracts; (g) shall require Buyer obtain all necessary consents, approvals and authorizations as are required to provide to be obtained under any Seller any filing made by Buyer under the HSR Act Federal, state or foreign law or regulations; (h) defend all lawsuits or other applicable antitrust Laws. In exercising legal proceedings, formal or informal, challenging this Plan or the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion consummation of the transactions contemplated hereby; and (i) lift, including promptly furnishing rescind or mitigate the other with copies effect of notices any injunction or restraining order or other communications received by Sellers or Buyer, as order adversely affecting the case may be, or any ability of their respective Affiliates, from any third party and/or any Governmental Entity with respect the parties to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with consummate the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerhereby.

Cooperation. The Parties agree to cooperate fully in any Infringement action pursuant to this Section 8.5, including by making the inventors, applicable records and documents (aincluding laboratory notebooks) Subject to applicable Laws relating of the relevant Patents available to the sharing controlling Party upon the controlling Party’s request. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section 8.5, including where necessary, furnishing a power of informationattorney solely for such purpose or joining in, Sellers or being named as a necessary party to, such action, providing access to relevant documents and Buyer other evidence and making its employees available at reasonable business hours; provided that, except with respect to Joint Patents, the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Unless otherwise set forth herein, the Party entitled to bring any patent infringement litigation in accordance with this Section 8.5 shall have the right to review settle such claim; provided that neither Party shall have the right to settle any Infringement litigation under this Section 8.5 in advance, and to a manner that has a material adverse effect on the extent practicable each will consult rights or interest of the other Party or in a manner that imposes any costs or liability on, all or involves any admission by, the information relating to Sellers other Party, without the express written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Lawsdelayed). In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statementactivities with respect to an Infringement action prosecuted by a Party pursuant to this Section 8.5 involving Patents Controlled by the other Party or licensed under Section 2.1 to the other Party, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would Party controlling such action shall (i) violate applicable Lawconsult with the other Party as to the strategy for the prosecution of such claim, suit or proceeding, (ii) result consider in a breach of attorney-client privilege or similar privilege, good faith any comments from the other Party with respect thereto and (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised Party reasonably informed of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with any material steps taken and provide copies of notices or other communications received by Sellers or Buyerall material documents filed, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyeraction.

Cooperation. (ai) Subject to applicable Laws relating to the sharing of information, Sellers and Buyer shall have For so long as Purchaser has the right to review in advanceexercise any pre-emptive rights pursuant to this Section 5, each party hereto shall use its commercially reasonable efforts to obtain all authorizations, consents, orders and to the extent practicable each will consult the other on, approvals of all the information relating to Sellers governmental authorities and officials that may be or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity become necessary in connection with Purchaser's exercise of such rights, and will cooperate reasonably with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The parties hereto agree to cooperate reasonably, complete and file any joint applications for any authorizations from any governmental authorities reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement; provided, however, Section 5. The parties hereto agree that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, they will keep each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion the exercise of the transactions pre-emptive rights contemplated herebyunder this Section 5, including reasonably promptly furnishing the other with copies of notices or other communications received by Sellers the Company or Buyer, as the case may be, or any of their respective AffiliatesPurchaser, from any all third party and/or any Governmental Entity parties and governmental authorities with respect to the pre-emptive rights contemplated by this Section 5. (ii) For so long as Purchaser has the right to exercise any pre-emptive rights pursuant to this Section 5, the Company and Purchaser agree to reasonably promptly prepare and file, if necessary, any filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "DOJ") in order to enable Purchaser to exercise such transactionspre-emptive rights under this Section 5. Neither Sellers nor Buyer shall participate Each party hereby covenants to cooperate reasonably with the other such party to the extent reasonably necessary to assist in making any meeting with any Governmental Entity in respect of any filingsreasonable supplemental presentations to the FTC or the DOJ, investigation and, if requested by the FTC or other inquiry the DOJ, to reasonably promptly amend or furnish additional information thereunder. (iii) Any reasonable out-of-pocket costs and expenses arising in connection with the transactions contemplated by actions taken pursuant to this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller Section 5(e) shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerborne by Purchaser.

Cooperation. (a) Subject Employee will, upon reasonable notice and subject to applicable Laws relating Employee’s other commitments, furnish such information and reasonable assistance to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, S&W as the case it may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity reasonably require in connection with the transactions contemplated SEC Matter (as defined in Section 3.2 below), any internal investigation into the circumstances giving rise to the SEC Matter, and any litigation against the S&W Parties (as defined in Section 4 below) in which Employee has relevant knowledge (“Litigation”); such assistance shall include, but is not limited to, attending meetings for preparation of witnesses and voluntarily appearing at any proceedings for which S&W requests Employee’s appearance. Employee further agrees that he and his separate counsel will permit attorneys for S&W and their agents to actively participate and assist in the preparation of Employee for any future testimony in the SEC Matter or Litigation. Such services by this AgreementEmployee through the first anniversary of the Resignation Date shall be without compensation; providedthereafter, howeversuch services shall be provided in exchange for reasonable consideration as may hereafter be mutually acceptable to Employee and S&W. In all instances, that nothing S&W shall directly pay (or, at Employee’s option, reimburse Employee for) all reasonable expenses incurred by Employee in this Section 5.5(a) shall require Buyer to provide to providing such services. If Employee will incur more than $500 on any Seller any filing made by Buyer under the HSR Act flight, lodging, or other applicable antitrust Laws. In exercising expense incident to these services, he shall seek approval from S&W before incurring the foregoing rightexpense, each which approval shall be sought from and provided by S&W’s Chairman of Seller and Buyer shall act reasonably and as promptly as practicable. the Board of Directors (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and or such other matters as may be reasonably necessary or advisable designee hereafter identified by S&W in connection with any statementwriting to Employee), filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyertimely provided and shall not be unreasonably withheld.

Cooperation. Each Party shall use reasonable efforts to implement the provisions of and to administer this Agreement in accordance with the intent of the Parties to minimize all taxes, so long as neither Party is materially adversely affected by such efforts. Governmental Charges . Provider shall pay or cause to be paid all taxes imposed by any Governmental Authority (a“Governmental Charges”) Subject to applicable Laws relating on or with respect to the sharing Showing Quantity, by reason of informationthe execution, Sellers and Buyer shall have the right to review in advancedelivery, and to the extent practicable each will consult the other on, all the information relating to Sellers performance or Buyer, as the case may be, and any enforcement of their respective Affiliates, that appear in any filing made with, this Agreement or written materials submitted to, any third party and/or any Governmental Entity in connection with the by reason of transactions contemplated by this Agreement; provided, howeveror with respect to the Provider Supply Agreement and the transactions contemplated thereunder, that nothing but not with respect to CPE’s use of the Showing Quantities after [delivery] by Provider. If CPE is required by Law to remit or pay Governmental Charges which are Provider’s responsibility hereunder, CPE may invoice for, or deduct, the amount of any such Governmental Charges from the sums due to Provider under Article Four of this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Law. LIMITATIONS EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION (OTHER THAN IN SECTIONS Seven.1 THROUGH Seven.6) OR OTHERWISE EXCEPT TO THE EXTENT PART OF AN EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTIONS Seven.1 THROUGH Seven.6 (INDEMNITIES), IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. DISPUTE RESOLUTION Intent of the Parties . Except as provided in the next sentence, the sole procedure to resolve any claim arising out of or relating to this Agreement or any related agreement is the dispute resolution procedure set forth in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act Article Eleven. Either Party may seek a preliminary injunction or other applicable antitrust Lawsprovisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case both Parties nonetheless will continue to pursue resolution of the dispute by means of this procedure. In exercising Management Negotiations . The Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement or any related agreements by prompt negotiations between each Party’s Authorized Representative, or such other person designated in writing as a representative of the foregoing rightParty (each a “Manager”). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective companies (“Executive(s)”), who shall have authority to settle the dispute. Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide one another written Notice confirming the referral and identifying the name and title of Seller the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and Buyer date, which date shall act not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange relevant information and as promptly as practicable. (b) Sellers to attempt to resolve the dispute. All communication and Buyer shall each, upon request by writing exchanged between the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any statementsubsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, filingor if the Party receiving the written request to meet, notice pursuant to Section Fourteen.2(b), refuses or application made does not meet within the thirty (30) calendar day period specified in Section Fourteen.2(b), either Party may initiate mediation of the controversy or claim according to the terms of the following Section Fourteen.3. Mediation . If the dispute cannot be so resolved by negotiation as set forth in Section Fourteen.2 above, it shall be resolved at the request of any Party through a two-step dispute resolution process administered by JAMS. As the first step the Parties agree to mediate any controversy before a mediator from the JAMS panel, pursuant to JAMS’s commercial mediation rules, in San Francisco, California. Either Party may begin mediation by serving a written demand for mediation. The mediator shall not have the authority to require, and neither Party may be compelled to engage in, any form of discovery prior to or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions mediation. If within sixty (60) days after service of a written demand for mediation, the mediation does not result in resolution of the dispute, then the controversy shall be settled by arbitration conducted by a retired judge or justice from the JAMS panel conducted in San Francisco, California, administered by and in accordance with JAMS’s Commercial Arbitration Rules (“Arbitration”). The period commencing from the date of the written demand for mediation until the appointment of a mediator shall be included within the sixty (60) day mediation period. Any mediator(s) and arbitrator(s) shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the field of the dispute. If the dispute is not resolved within sixty (60) days of service of the written demand for mediation, then either Party may initiate Arbitration by filing with the JAMS a Notice of intent to arbitrate within five (5) days following the end of the mediation period. Arbitration . At the request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the extent the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown. All objections are reserved for the Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown. Each of the Parties shall submit to the arbitrator, in accordance with a schedule set by the arbitrator, offers in the form of the award it considers the arbitrator should make. If the arbitrator requires the Parties to submit more than one such offer, the arbitrator shall designate a deadline by which time the Parties shall submit their last and best offer. In such proceedings the arbitrator shall be limited to awarding only one of the two “last and best” offers submitted, and shall not determine an alternative or compromise remedy. The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages and the other remedies contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. (a) Subject Parent shall use its commercially reasonable efforts to applicable Laws relating obtain the Financing pursuant to the sharing of informationterms and conditions set forth in the Financing Commitments. Parent shall notify the Company if at any time prior to the Closing Date the Financing Commitment shall expire or be terminated, Sellers and Buyer modified or amended for any reason. The Company shall have the right to review in advanceprovide, and shall cause the Company Subsidiaries to, and shall use commercially reasonable efforts to cause the extent practicable each will consult respective officers, employees and Representatives, including legal and accounting, of the other onCompany and its Subsidiaries to provide, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity cooperation reasonably requested by Parent in connection with (i) the Financing, including providing such access and documentation and taking such action as is customary for transactions contemplated such as the Financing and (ii) the satisfaction of the conditions in the Financing Commitment that require action by this Agreement; providedthe Company, howeverincluding those set forth in Section 3 of the Financing Commitment and Exhibit B thereto. Parent shall promptly, that nothing upon request by the Company, reimburse the Company for all reasonable out-of-pocket third party costs incurred by the Company or any of the Company Subsidiaries in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicableconnection with such cooperation. (b) Sellers If the Financing Commitment expires, is terminated or otherwise become unavailable prior to the Closing, in whole or in part, for any reason, Parent shall (i) immediately notify the Company of such expiration, termination or other unavailability and Buyer shall eachthe reasons therefor and (ii) use its reasonable best efforts promptly to arrange for alternative financing to replace the financing contemplated by such expired, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary terminated or advisable otherwise unavailable commitments or agreements in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries an amount sufficient to any third party and/or any Governmental Entity in connection with consummate the transactions contemplated by this Agreement. Notwithstanding Without limiting the foregoingeffect of the preceding sentence, no party need disclose if Parent is unable to obtain replacement financing from alternative sources within 25 Business Days after any expiration, termination or other party or its authorized representatives unavailability of any information of the disclosure of which would Financing Commitment (i) violate applicable Lawprovided, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result that in the disclosure event such 25-day period would delay the Closing, it shall be reduced to such period as would not delay the Closing but in no event less than ten Business Days), alternative financing may be proposed for Parent and Acquisition Sub by the Company (or, at the request of any trade secrets the Company, the Company’s advisors) with one or more financing sources and Parent shall use its reasonable best efforts to consummate such alternative financing, unless such alternative financing is on terms and conditions that are (x) materially less favorable to Parent than the terms of third partiesthe Financing Commitment that expired, was terminated, or otherwise became unavailable or (ivy) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a partynot commercially reasonable. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. (a) Subject to applicable Laws relating to MediaOne, New U S WEST and their Subsidiaries shall cooperate with each other in carrying out, implementing and defending the sharing terms of informationthis EM Agreement, Sellers and Buyer shall have the right to review in advance, and to the extent practicable including cooperating with each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide respect to any Seller any filing made by Buyer under claims or litigation challenging the HSR Act or other applicable antitrust Laws. In exercising terms of the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicableEM Agreement. (b) Sellers and Buyer Each party shall each, upon request by the other, furnish exchange such information with the other with all information concerning itself party and its Affiliates their respective agents and such other matters vendors (without obtaining releases), as may be reasonably necessary or advisable in connection requested by the other party, with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of respect thereto. MediaOne and New U S WEST and their respective Subsidiaries authorized agents shall, subject to applicable laws on confidentiality, be given reasonable and timely access to, and may make copies of, all information relating to the subjects of this EM Agreement in the custody of the other party, to the extent reasonably requested by the other party. If any provision of this Agreement is dependent on the consent of any third party and/or (such as a vendor or a union) and such consent is withheld, MediaOne and New U S WEST shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the full extent practicable. If any Governmental Entity provision of this Agreement cannot be implemented due to the failure of such third party to consent, MediaOne and New U S WEST shall negotiate in connection with good faith to implement the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result provision in a breach of attorney-client privilege or similar privilege, (iii) result in mutually satisfactory manner. The phrase "reasonable best efforts" as used herein shall not be construed to require the disclosure incurrence of any trade secrets non-routine or unreasonable expense or liability or the waiver of third parties, or any right of MediaOne and New U S WEST (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a partyand their respective Subsidiaries). (c) Sellers MediaOne and Buyer shall each keep the other apprised of the status of matters relating New U S WEST agree to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate good faith mutual cooperation in any meeting investigation, inquiry or litigation which jointly involves them or in which either party makes a reasonable request for such cooperation. Each party will make its Employees available on a reasonable basis to give testimony and assistance in connection with any Governmental Entity in respect of any filingslawsuit, dispute, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with proceeding involving the other party in advance and, and arising out of activities for which the Employee had responsibility prior to the extent permitted Separation Time. The party requesting such availability (the "Requesting Party") shall reimburse the Employee for all reasonable out-of-pocket travel and other expenses incurred in so cooperating, including without limitation airplane fare, hotel accommodations, meal charges and other similar expenses, as well as reasonable fees and disbursements for independent counsel for the Employee, if the matter requires that the Employee have independent representation. Such expenses will be reimbursed promptly after Employee's submission to the Requesting Party of statements and such reasonable detail as the Requesting Party may require. Any request for cooperation, and the degree of cooperation provided, pursuant to this paragraph will take into account (1) the significance of the matters at issue in the lawsuit, dispute, investigation or proceeding, and (ii) the Employee's other personal and business commitments. In any case in which either MediaOne or New U S WEST becomes aware that one of its Employees is called (except by the other party) as a witness to testify in any discovery or court proceeding relating to the other party, the party employing such Governmental Entity, gives individual will notify the other party immediately in order to give the other party a reasonable opportunity to attend and participate thereat; provided, however, that no Seller shall appear and/or assert any privilege to which it may be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerentitled.

Cooperation. Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall cooperate with each other and use (aand shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done and to assist and cooperate with the other parties in doing, all things, necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, the Merger and the other transactions contemplated by this Agreement in the most expeditious manner practicable, including (i) obtaining of all necessary actions or nonactions, waivers or Consents from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain any waiver or Consent from, or to avoid an action or proceeding by, any Governmental Entities, (ii) obtaining of all necessary waivers and Consents from third parties if any such waiver or Consent is or would reasonably be expected to be material to either of the Business Units or if any such waiver or Consent is otherwise necessary to permit the parties to consummate the transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company and Parent and their respective counsel shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Subject to applicable Laws relating to Laws, Parent and the sharing of information, Sellers and Buyer Company shall have the right to review in advanceadvance and, and to the extent practicable practicable, each will consult with the other on, on and consider in good faith the views of the other in connection with all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing filings made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing rightrights, each of Seller the Company and Buyer Parent shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. (a) Subject For a three (3) year period after the Closing, Xxxxx agrees to applicable Laws continue to use his skills, on an as-needed basis, to the best of his abilities for, subject to his availability, up to ten hours per month, or such greater amount of time as Xxxxx, in his discretion, shall agree, to provide the following services to the Company and its affiliates at no additional charge so long as Xxxxx does not incur any out-of-pocket expenses (it being understood that IDT shall only reimburse Xxxxx for out of pocket expenses pre-approved by IDT): (i) facilitate and participate in meetings between the Company’s management and customers, distributors and vendors; (ii) provide advice and guidance to the Company’s management relating to the sharing operations of informationthe Company, Sellers including with respect to personnel, facilities, channel expansion and Buyer shall have credit policies for partners and distributors; (iii) at the right reasonable request of the Company, attend promotional events; and (iv) such other assistance as the Company, or its affiliates, may reasonably request. (b) In addition, each of Xxxxx and UTCG also agrees to review in advancecooperate (and cause its officers, employees, representatives and agents to cooperate), with no limitation as to the extent practicable each amount of time any such party will consult the other ondevote, with all the information relating to Sellers requests for advice, cooperation and/or assistance made by IDT, at no charge so long as Xxxxx and UTCG do not incur any out-of-pocket expenses (it being understood that IDT shall only reimburse Xxxxx or BuyerUTCG for out of pocket expenses pre-approved by IDT), as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated business and operations of the Company and its affiliates and subsidiaries, including, without limitation, requests for information, interviews, depositions and/or participation at trial, related to any legal action arising from events which occurred while UTCG or Xxxxx (or their respective affiliates) was an owner of the Company, including without limitation, in connection with the Calling Card Litigation. IDT will cooperate (and will cause its directly and indirectly controlled affiliates and its and their officers, employees, representatives and agents to cooperate) with all reasonable requests for advice, cooperation and/or assistance made by this Agreement; UTCG or Xxxxx, at no charge so long as IDT does not incur any out-of-pocket costs, in connection with the businesses and operations of UTA DR and EGB and their affiliates and subsidiaries to the extent of their operations as of the Closing, provided, however, that nothing in this (without derogating from the terms of Section 5.5(a1.3(e)) any requests for information, data or records, shall require Buyer be limited to provide information, data and records for the period prior to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a partyClosing. (c) Sellers and Buyer shall each keep the other apprised Failure of the status of matters relating a party to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to provide such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller cooperation shall be permitted to attend or participate in any meeting with any Governmental Entity in respect deemed a material breach of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerthis Agreement.

Cooperation. (ai) Subject The parties shall use their reasonable best efforts and act in good faith to applicable Laws relating to fully cooperate and coordinate in the sharing of information, Sellers prosecution and Buyer shall have the right to review in advancedefense of, and to the extent practicable each will consult the other onreach effective resolutions of, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance Designated Matters and, to the extent permitted the parties mutually agree that a steering committee is necessary or desirable to facilitate the foregoing in the case of any Designated Matter, shall jointly appoint a steering committee for purposes of advising Seller and Purchaser on such Designated Matter. The Purchaser Indemnitees shall provide commercially reasonable assistance in the prosecution and defense of all Designated Matters and any counterclaims in respect thereof. Without limiting the generality of the foregoing, the JV Entities shall, if requested in good faith by Seller, assert Designated Matters against third parties, including by formal proceedings if so requested using counsel selected by Seller (not reasonably objected to by Purchaser); provided that the JV Entities shall not be required to so assert any Designated Matter if Purchaser determines in its reasonable discretion after due consideration that making such Governmental Entityassertions would be adverse to its business interests. (ii) The Seller Indemnitors shall provide, gives at the other party Seller Indemnitor’s cost (which shall not require any payments to any Purchaser Indemnitee or any third party), all reasonable assistance to the opportunity Purchaser Indemnitees in the Purchaser Indemnitees’ defense of any Proceeding with respect to attend causes of action arising out of the construction of heap xxxxx facilities on the Company Properties, to the extent arising out of actions and participate thereat; providedoccurrences prior to June 8, however, that no 2015. The Seller Indemnitors shall be permitted to attend or participate in not assume any meeting with any Governmental Entity liabilities under this Section 9.10 in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyersuch Proceedings.

Cooperation. (a) Subject Seller and Purchaser each shall use its commercially reasonable efforts in good faith to applicable Laws relating take or cause to be taken all action necessary or desirable on its part so as to consummate the transactions contemplated hereby at the earliest possible date (including without limitation using its commercially reasonable efforts to obtain, without incurring any additional obligation or expense and without the payment of consideration other than governmental filing or application fees, all permits, authorizations, consents, waivers and approvals from Governmental Authorities or other Persons required for the consummation of the transactions contemplated hereby). Neither Seller nor Purchaser shall take, or cause or to the sharing best of informationits ability permit to be taken, Sellers and Buyer shall have any action that would substantially impair the right to review in advanceprospects of completing the transactions contemplated by this Agreement. (b) Seller shall, and shall cause the Company, the Subsidiaries and, to the extent practicable each will consult reasonably practicable, the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted Joint Ventures to, any third party and/or any Governmental Entity take such actions as directed by the Purchaser in connection with any rights that the Company, the Subsidiaries or the Joint Ventures may have in respect to any issuance or transfer of equity interest in any entities in which the Company does not directly or indirectly own 100% of the equity, including any rights that CSXWT Terminal 8 Ltd. may have in respect of Asia Container Terminals Holding Ltd., provided, however, that prior to taking any such actions as directed by Purchaser (i) Seller shall have received assurances from Purchaser to the reasonable satisfaction of Seller that Seller and its Affiliates (A) will be indemnified and held harmless in connection with taking any such actions and (B) shall not be required to incur any cost or expense or to assume any Liabilities or obligations other than to cause actions to occur at the Company, any Subsidiaries or, to the extent practicable, any Joint Ventures; and (ii) Purchaser shall have agreed to provide at no cost, expense or potential liability to Seller and its Affiliates any necessary funding to the Company, the Subsidiaries and the Joint Ventures in advance of the exercise of taking any action; and provided further that no provision of this Section 5.12 shall require the Company, any Subsidiary or any Joint Venture to take any action, or refrain from taking any action, that would (1) result in a violation of fiduciary duties to the holders of the capital stock or other equity interests, (2) violate applicable constitutive documents, (3) violate the terms of any applicable material contract, or (4) violate any Law. The parties acknowledge and agree that the consummation of any transaction contemplated by this Section 5.12(b) shall not be a condition to the obligation of Purchaser to consummate the transactions contemplated by this Agreement; provided, however, that nothing Seller has complied in all material respects with its obligations under the provision of this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable5.12(b). (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. (a) Subject Each of the Company and AOL shall use commercially reasonable efforts (i) to applicable Laws relating cooperate with each other in determining whether any filings are required to be made or consents are required to be obtained in any jurisdiction prior to the sharing of informationClosing, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each consummation of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose hereby and cooperate in making any such filings promptly and in seeking to obtain any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Lawsuch consents timely, (ii) result in a breach to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party (or any subsidiaries or affiliates of attorney-client privilege or similar privilegesuch party) with respect to this Agreement and to consummate the transactions contemplated hereby, (iii) result in to obtain (and to cooperate with the disclosure of other party to obtain) any trade secrets of third partiesconsent, authorization, order or approval of, or (iv) violate any confidentiality exemption by, any Governmental Entity and/or any other public or nondisclosure agreement private third-party which is required to be obtained or other agreement or arrangement to which made by such party or any of its Affiliates is a party. (c) Sellers subsidiaries or affiliates in connection with this Agreement and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the and (iv) to cooperate with each other post-Closing in connection with copies of notices any consent, authorization, order or other communications received by Sellers or Buyer, as the case may beapproval of, or any of their respective Affiliatesexemption by, from any third party and/or any Governmental Entity with respect and/or any other public or private third party which may be required. In addition, promptly after the Closing, AOL shall deliver, at its cost, three sets of the Transaction Documents to such transactions. Neither Sellers nor Buyer Mirabilis. (b) In addition, from and after the Closing for a period of up to one year, AAL will make each of Avi Shxxxxxx and Arxxx Xxxxxxxxx available to Mirabilis after working hours, at Mirabilis' expense, to assist Mirabilis in its legal liquidation, provided that the time spent by each of Messrs. Shxxxxxx xnd Yaxxxxxxx shall participate not exceed 20 hours in the first month after the Closing and shall not exceed 5 hours in any meeting with month thereafter. Mirabilis may maintain a reasonable amount of liquidation and related documents on the premises of AAL, it being understood that AOL, AAC and AAL shall bear no responsibility whatsoever for such documents. Mirabilis may remove the documents at any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyertime during normal business hours.

Cooperation. (a) Subject to the terms and conditions of this Agreement and applicable Laws relating Law, each of the Purchaser Parties and the Seller shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the sharing transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other Party may reasonably request in order to cause any of informationthe conditions to such Party's obligation to consummate the transactions contemplated by this Agreement to be satisfied. Without limiting the generality of the foregoing, Sellers each of the Parties shall (and Buyer each shall have the right cause its directors, officers and Subsidiaries, and use its commercially reasonable best efforts to review cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in advance(i) using its commercially reasonable best efforts to obtain all required consents, approvals, waivers, clearances, licenses, permits, authorizations, registrations, qualifications, or other permissions or actions by, and to the extent practicable each will consult the other on, give all the information relating required notices to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to make all required filings with and applications and submissions to, any third party and/or any Governmental Entity or other Person, in connection with each case required in order to cause any of the conditions to each other Party's obligation to consummate such transactions to be satisfied; (ii) using commercially reasonable efforts to cause the lifting of any permanent or preliminary injunction or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity (an "Injunction") preventing the consummation of the transactions contemplated by this Agreement; provided(iii) providing all such information about such Party, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself its Subsidiaries and its Affiliates officers, directors, partners and such other matters Affiliates, and making all applications and filings, as may be reasonably necessary or advisable reasonably requested in connection with any statementof the foregoing; and (iv) in general, filing, notice using commercially reasonable efforts to consummate and make effective the transactions contemplated by this Agreement. Each of the Purchaser Parties and the Seller shall furnish to the others such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or application made submission that is required by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding The Seller and the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer Purchaser Parties shall keep each keep the other apprised of the status of matters relating to completion of the transactions contemplated herebyany communications with, including promptly furnishing the other with copies of notices and any inquiries or other communications received by Sellers or Buyerrequests for additional information from, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity and shall use commercially reasonable best efforts to comply promptly with respect any valid inquiry or request and provide any supplemental information validly requested in connection with the filings made hereunder. Each party shall use its commercially reasonable best efforts to such transactions. Neither Sellers nor Buyer shall participate in obtain any meeting with clearance required by any Governmental Entity in respect for the consummation of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless Agreement. Notwithstanding the foregoing, in making any such party consults filing and in order to obtain any consent, approval, waiver, clearance, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in the preceding sentence, the Parties and their respective Affiliates shall not be required to (A) pay any consideration, except filing or application fees, (B) surrender, modify or amend in any respect any License or Contract (including this Agreement), (C) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (D) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (E) agree to any of the foregoing or any other party conditions or requirements of any Governmental Entity or other Person, in advance and, each case to the extent permitted by that doing so would be adverse or burdensome to such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate Person in any meeting material respect. Prior to making any application to or filing with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without Person in connection with this Agreement, each Party shall provide the prior written approval of Buyerother Parties with drafts thereof and afford the other Parties a reasonable opportunity to comment on such drafts.

Cooperation. (a) Subject Each party will use commercially reasonable efforts to applicable Laws relating to the sharing of information, Sellers cooperate with each other party and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; providedothers' employees, howeveragents, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing rightlenders, each of Seller attorneys and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable accountants in connection with any statementsteps required to be taken as part of its obligations under this Agreement. The Company and Transco shall, filing, notice or application made by or on behalf of Sellers or Buyer or any of and shall use all reasonable efforts to cause their respective Subsidiaries to: (a) promptly make all filings and seek to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate obtain all authorizations and approvals required under all applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity laws with respect to such transactions. Neither Sellers nor Buyer shall participate the Preliminary Merger and the Merger and the other transactions contemplated hereby and cooperate with each other with respect thereto; (b) use all reasonable efforts to promptly take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate to satisfy the conditions set forth in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with Articles V and VI and to consummate and make effective the transactions contemplated by this Agreement unless on the terms and subject to the conditions set forth herein as soon as practicable (including seeking to remove promptly any injunction or other legal barrier that may prevent such party consults consummation); and (c) not take any action which might reasonably be expected to impair the ability of the parties to consummate the Merger at the earliest possible time (regardless of whether such action would otherwise be permitted or not prohibited hereunder). Without limiting the generality of the foregoing, the Company and Transco shall use commercially reasonable efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law of any permanent or preliminary injunction or other order that would make consummation of the transactions contemplated by this Agreement in accordance with the terms hereof unlawful, or would prevent, delay or impose conditions on such consummation. The Company and Transco shall cooperate in such arrangements in connection with the Preliminary Merger and the Merger as may be necessary to ensure that the capital stock of Labtec Hong Kong continues to be held by at least two shareholders (consisting of (i) the Company and (ii) a Subsidiary of the Company or other party in advance and, person satisfactory to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerSurviving Corporation).

Cooperation. (a) Subject to applicable Laws relating to Each of Buyer and the sharing of informationSellers shall, Sellers and Buyer shall have the right to review in advancecause their respective Affiliates to, cooperate fully, as and to the extent practicable each will consult reasonably requested by the other onother, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated filing of Tax Returns of or with respect to the Acquired Entities and any Proceeding in respect of Taxes of or with respect to the Acquired Entities. Such cooperation shall include the retention and (upon the request of the other party) the provision of records and information that are reasonably relevant to any such Tax Returns or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Seller agrees to, and agrees to cause its Affiliates to, (i) retain all books and records in its possession with respect to Tax matters relating to the Acquired Entities for any Tax period beginning on or before the Closing Date until the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by this Agreement; providedBuyer in writing of such extensions for the respective Tax periods, howeverand (ii) to give Buyer reasonable written notice prior to transferring, that nothing in this Section 5.5(a) shall require destroying or discarding any such books and records and, if Buyer so requests, to allow Buyer to provide take possession of such books and records. A Seller shall give prompt written notice to Buyer if such Seller (or any Affiliate of such Seller) receives any communication or notice with respect to any Seller any filing made by Buyer under Proceeding relating to the HSR Act Taxes of or other applicable antitrust Laws. In exercising attributable to the foregoing rightAcquired Entities that, each if pursued successfully, could result in or give rise to, or could reasonably be expected to result in or give rise to, Liability of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall eachBuyer, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer Acquired Entities or any of their respective Subsidiaries Affiliates for Taxes. Each of Buyer and the Sellers further agrees, upon request, to use commercially reasonable efforts to obtain any third party and/or certificate or other document from any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on any party (or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated herebyAffiliates), including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerTransactions.

Cooperation. (a) Subject Buyer and Parent shall each use all commercially reasonable efforts to applicable Laws relating perform and fulfill all conditions and obligations to be fulfilled or performed by it hereunder, to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, end that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated hereby will be fully and timely consummated. Buyer and Parent shall each use their commercially reasonable efforts to assist Seller in its efforts to obtain all authorizations, consents and permits of others required to permit the consummation by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding To the foregoing, no party need disclose to any other party or its authorized representatives any information extent that the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure assignment of any trade secrets lease, contract, commitment or right which are among the Purchased Assets shall require the consent of third parties, or (iv) violate any confidentiality or nondisclosure agreement or waiver by other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers parties thereto and Buyer shall each keep have waived the other apprised receipt of such consent at the status of matters relating to completion of the transactions contemplated herebyClosing, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereatshall not constitute an assignment thereof; provided, however, that no Seller shall use all commercially reasonable efforts after the Closing to obtain such consents or waivers to assure the Buyer of the benefits of such leases, contracts, commitments or rights. Nothing herein shall be permitted deemed a waiver by the Buyer of its right to attend receive at the Closing an effective assignment of each of the Material Contracts or participate in rights of Seller which are among the Purchased Assets. At Buyer's request and expense, Seller shall take all reasonable actions requested by Buyer to enforce for the benefit of Buyer any meeting and all rights of Seller with respect to any Governmental Entity such Purchased Asset that is not otherwise transferred pursuant to the provisions of this Agreement. Seller agrees to remit promptly to Buyer all collections or payments received by Seller in respect of all such Purchased Assets, and shall hold all such collections or payments for the benefit of, and promptly pay the same over to, Buyer to the extent Buyer would be entitled thereto if such Purchased Assets had been transferred to Buyer at the Closing in accordance with the terms of this Agreement; PROVIDED, HOWEVER, that nothing herein shall create or provide any filing made under the HSR Act rights or other applicable antitrust Laws without the prior written approval of Buyerbenefits in or to third parties.

Cooperation. The Parties agree to cooperate fully in any infringement action pursuant to this Section 7.4, including in the case of UroGen, by making the inventors, applicable records and documents (aincluding laboratory notebooks) Subject of the relevant Patents available to applicable Laws relating Allergan upon Allergan’s request. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section 7.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the sharing of informationcontrolling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Unless otherwise set forth herein, Sellers and Buyer the Party entitled to bring any infringement in accordance with this Section 7.4 shall have the right to review settle such litigation; provided, further, that neither Party shall have the right to settle any infringement litigation under this Section 7.4 in advancea manner that has a material adverse effect on the rights or interest of the other Party or in a manner that imposes any costs or liability on or involves any admission by, and the other Party, without the express written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). In connection with any activities with respect to an infringement action prosecuted by a Party pursuant to this Section 7.4 involving Patents Controlled by or licensed under Section 2.1 to the extent practicable each will other Party, the Party controlling such action shall (a) consult with the other onParty as to the strategy for the prosecution of such claim, suit or proceeding, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all the information relating to Sellers or Buyermaterial documents filed, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicablesuch action. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. Carnival and P&O Princess shall each cooperate with the other and (ai) use (and shall cause their respective Subsidiaries to use) all their respective reasonable best efforts promptly to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) use (and shall cause their respective Subsidiaries to use) all their respective reasonable best efforts to obtain as promptly as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party (other than Carnival Required Consents and P&O Princess Required Consents) necessary, proper or advisable to consummate the Transactions, and (iii) use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to obtain the Carnival Required Consents or P&O Princess Required Consents, as the case may be; provided that neither Party shall be required by this Section 4.5.3(ii) or (iii) to accept or agree to any conditions, terms or restrictions in connection with any such Carnival Required Consent or P&O Princess Required Consent, as the case may be, which, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on P&O Princess and/or Carnival after the Effective Time (it being understood that, for this purpose, materiality shall be considered with reference to the total equity market value of P&O Princess and Carnival as a unified commercial enterprise). Subject to applicable Laws relating to the sharing exchange of information, Sellers Carnival and Buyer P&O Princess shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers Carnival and its Subsidiaries or BuyerP&O Princess and its Subsidiaries, as the case may be, and any of their respective Affiliates, that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust LawsTransactions. In exercising the foregoing right, each of Seller Carnival and Buyer P&O Princess shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. The FRE Parties and Purchaser jointly covenant and agree that from and after the Closing Date, the FRE Parties and Purchaser will cooperate with each other in defending or prosecuting any action, suit, proceeding, investigation or audit of the other, including (a) Subject to applicable Laws relating to the sharing preparation and audit of informationthe FRE Parties' and Purchaser's Tax returns for all periods, Sellers and Buyer shall have (b) the right to review in advancepreparation and audit of Ignition financial statements by Purchaser's auditors, as and to the extent practicable each will consult required by the other on, all the information relating to Sellers or BuyerSecurities Exchange Act of 1934, as the case may beamended, and any the rules and regulations promulgated thereunder, and the completion of their respective Affiliatessuch audit in sufficient time to allow Purchaser to meet its filing obligations thereunder; in furtherance thereof, that appear the FRE Parties agree to make Ms. Wong available until January 31, 2004, during normal business hourx, xxxx reasonable notice, and in any filing made witha manner not to disrupt the business of the FRE Parties, or written materials submitted toto assist with such preparation and audit, any third party and/or any Governmental Entity in connection with and the transactions contemplated by this AgreementFRE Parties agree to allocate a sufficient amount of Ms. Wong's time to such preparation and audit; providedPROVIDED, however, that nothing in this Section 5.5(a) xx xx xxxnt shall require Buyer Ms. Wong be required to provide more than 20 hours per week to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing rightsuch prxxxxxxxxn and audit and PROVIDED, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall eachFURTHER, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity that with respect to any of the actions in this sentence, the requesting Party shall pay, or reimburse the other Party for, any out-of-pocket expenses incurred by such transactions. Neither Sellers nor Buyer other Party in providing such assistance and such assistance shall participate only be given in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection a manner so as not to interfere with the transactions contemplated by this Agreement unless normal conduct of the assisting Party's business. In furtherance hereof, Purchaser and the FRE Parties further covenant and agree to respond to all reasonable inquiries related to such party consults with the other party in advance andmatters and to provide, to the extent permitted possible, substantiation of transactions and to make available and furnish appropriate documents and personnel in connection therewith PROVIDED, HOWEVER, that such assistance shall only be given in a manner so as not to interfere with the normal conduct of the assisting Party's business. All information provided to Purchaser or the FRE Parties by such Governmental Entity, gives the other party the opportunity Party pursuant to attend and participate thereat; provided, however, that no Seller Section 12.01 or Section 12.02 shall be permitted to attend or participate treated in any meeting accordance with any Governmental Entity in respect the terms of any filing made under the HSR Act or other applicable antitrust Laws without confidentiality agreement, dated as of August 15, 2003, among Freddie Mac, Ignition and Purchaser (the prior written approval of Buyer"CONFIDENTIALITY AGREEMENT").

Cooperation. Buyer and PKI shall, and shall each, respectively, cause the Buyer Group and the PKI Group to, cooperate with each other in good faith in order to: (ai) Subject to provide such assistance as is reasonably required in order for all obligations under applicable Laws relating and this Section 8.5 to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity be complied with in connection with the transactions contemplated by this Agreement; providedtransfer of employment of, howeverand provision of benefits from the relevant Local Transfer Date to, that nothing in this Section 5.5(a) shall require each Business Employee, including but not limited to PKI or its Affiliate providing information to Buyer to provide enable Buyer to any Seller any filing made by establish such Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and Plans (as promptly defined below) as practicable.are necessary to comply with its obligations; and (bii) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters cause each Transferring Employee (as may be reasonably necessary or advisable defined in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party Section 8.5(c)(i)) and/or any Governmental Entity Employee Representative of such Transferring Employee to be properly informed or consulted in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party transfer of his or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance her employment and, to the extent permitted required by such Governmental Entityapplicable Law, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect cause each Business Employee of any filing made Acquired Company (other than, to the extent permitted under applicable Law, Eligible Inactive Business Employees) (each an “Acquired Company Employee”) to be properly informed or consulted in connection with the HSR Act or other sale of such Acquired Company to Buyer, in each case in compliance with the requirements of applicable antitrust Laws in the relevant jurisdiction. PKI shall not (and shall procure that any Affiliate of PKI shall not), without the prior written approval consent of the Buyer, such consent not to be unreasonably withheld or delayed, enter into any agreement or understanding with, or make any commitment to any Business Employees or Employee Representatives that could result in material liability to Buyer or the Buyer Group. For purposes of this Section 8.5, the “Local Transfer Date” shall be the latest of the Closing Date, the date on which employment transfers to the Buyer Group under Section 8.5(d)(vi), the date on which the applicable Acquired Assets or Acquired Company transfers to the Buyer Group under the International Appendices or otherwise and, with respect to Eligible Inactive Business Employees, the date on which such Eligible Inactive Business Employee commences employment with Buyer or its Affiliate under Section 8.5(d)(vii), provided that the Buyer Group shall be liable to reimburse the PKI Group with respect to any compensation, benefits, or other expenses incurred relating to the Business Employees (other than Eligible Inactive Business Employees and Business Employees who become New Buyer Employees as of the Closing Date) beginning on the Closing Date, as provided in the Transition Services Agreement, the applicable Commercial Agreement or as expressly provided in this Section 8.5.

Cooperation. (a) Subject Each Party agrees, at its cost, to applicable Laws make its personnel reasonably available, upon reasonable notice by the other Party, at their respective places of employment to consult with the other Party on issues arising related to the activities conducted in accordance with this Article 3 or otherwise relating to regulatory matters involving the sharing Licensed Products, including any request from any Regulatory Authority, including regulatory, scientific, technical and clinical testing issues, or otherwise. The Parties agree to reasonably cooperate with each other to enable the applicable Party to comply with specific requests of informationa Regulatory Authority, Sellers and Buyer shall have the right with respect to review in advance, and Data supplied or to be supplied by one Party to the extent practicable each will consult the other onfor filing with such Regulatory Authority. Each Party shall ensure that its sublicensees, all the information relating to Sellers or Buyer, as the case may be, contractors and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection Affiliates comply with the transactions contemplated by this Agreement; provided, however, that nothing in obligations imposed on such Party under this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable3.3(a). (b) Sellers Without limiting either Party’s obligations as otherwise provided in this Agreement, each Party agrees that, at its cost and Buyer shall eachso long as it is not the NDA holder, upon request such Party will take such actions as may be reasonably required to be performed by the otherother Party, furnish the other with all information concerning itself and its Affiliates and such other matters as or which may be reasonably necessary or advisable requested by the other Party so that the other Party, as the holder of the NDA, can ensure that it remains in connection compliance with any statementall FDA rules and regulations applicable to the Development or Commercialization of Licensed Product (including in Stockpile Sales) in the Field in the Territory and that all concerns that may be raised by the FDA with respect thereto are adequately addressed, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would respect to: (i) violate applicable Lawany recall of Licensed Product, or (ii) result in a breach of attorney-client privilege or similar privilegeany Promotional Materials related to the Licensed Product. Without limiting BioCryst’s obligations under Section 3.3(a), (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised within 30 days of the status of matters relating to completion Effective Date, BioCryst shall provide CSL with an electronic copy of the transactions contemplated herebyBioCryst Filed NDA and, including promptly furnishing the other with copies following a request from CSL, provide any Regulatory Information requested by CSL within 10 days of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance andrequest, to the extent permitted by such Governmental Entity, gives reasonably necessary for CSL to be able to exploit the other party the opportunity rights granted to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerit hereunder.

Cooperation. Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall cooperate with each other and use (aand shall cause their respective Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, including under the HSR Act, the ECMR and any other applicable Antitrust Law. In furtherance of and not in limitation of the foregoing, (i) Parent and the Company each shall file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act (which filing, including the exhibits thereto, need not be shared or otherwise disclosed to the other party except to outside counsel of each party) no later than fifteen (15) business days after the date of this Agreement and (ii) Parent shall file a pre-merger notification under the ECMR (which filing, including the exhibits thereto, need not be shared or otherwise disclosed to the other party except to outside counsel of each party) no later than twenty (20) business days after the date of this Agreement. The Company and Parent will each request early termination of the waiting period with respect to the Merger under the HSR Act, the ECMR and any other applicable Antitrust Law. Parent will not withdraw its initial filing under the HSR Act, the ECMR or any other Antitrust Law, as the case may be, and refile it unless the Company has consented in advance to such withdrawal and refiling. Subject to applicable Laws relating to the sharing exchange of information, Sellers Parent and Buyer the Company shall have the right to review in advance, and to the extent practicable each will consult with the other onon and consider in good faith the views of the other in connection with, all of the information relating to Sellers Parent or Buyerthe Company, as the case may be, and any of their respective Affiliates, that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing rightrights, each of Seller the Company and Buyer Parent shall act reasonably and as promptly as practicable. (b) Sellers and Buyer . Nothing in this Agreement shall each, upon request by require the other, furnish the other with all information concerning itself and Company or its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to take or agree to take any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity action with respect to its business or operations unless the effectiveness of such transactionsagreement or action is conditioned upon Closing. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect For purposes of any filingsthis Agreement, investigation or other inquiry in connection with "Antitrust Law" means the transactions contemplated by this Agreement unless such party consults with Xxxxxxx Act, the other party in advance andXxxxxxx Act, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act Act, the Federal Trade Commission Act, the ECMR and all other Laws that are designed or other applicable antitrust Laws without intended to prohibit, restrict or regulate actions having the prior written approval purpose or effect of Buyermonopolization or restraint of trade or lessening of competition through merger or acquisition.

Cooperation. (a) Subject The Parties shall cooperate with each other, and shall use commercially reasonable efforts to applicable Laws relating take or cause to the sharing be taken all appropriate actions required of information, Sellers and Buyer shall have the right to review in advancesuch Party, and to do or cause to be done all things necessary or appropriate to effectuate the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, provisions and any purposes of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with this Agreement and the transactions contemplated hereby, including the execution of any additional documents or instruments of any kind, the obtaining of consents which may be reasonably necessary or appropriate to carry out any of the provisions hereof, and the taking of all such other actions as such Party may reasonably be requested to take by the other Party from time to time consistent with the terms of this Agreement; provided, however, that nothing in this Section 5.5(a2.6 shall (i) shall preclude any member of the Lazard Group Companies from presenting any claim or from exhausting any policy limit under any Lazard Group Companies Policy, (ii) require Buyer any member of the Lazard Group Companies to provide to pay any Seller any filing made by Buyer under the HSR Act premium or other applicable antitrust Laws. In exercising amount or to incur any Liability in respect of any LFCM Liabilities, (iii) require any member of the foregoing right, each Lazard Group Companies to renew or extend any period or term of Seller and Buyer shall act reasonably and as promptly as practicableany Lazard Group Companies Policy; or (iv) require any LFCM Company to pay any premium or other amount or to incur any Liability in respect of any Lazard Group Liability. (b) Sellers By way of enumeration of and Buyer not of limitation, and subject to Section 6.7 of the Master Separation Agreement: (i) each Party shall eachprovide copies of insurance policies (to the extent that copies are available) or evidence of the existence of insurance (where actual copies of the policies are not available), upon request by to the other, furnish other to the extent reasonably required to effectuate the provisions and purposes of this Agreement; (ii) each Party shall provide the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable helpful to either Party in connection with any statementits efforts to obtain insurance coverage pursuant to and in accordance with the terms of this Agreement or to purchase new insurance policies, filingincluding information about the relevant portions of prior underwriting submissions, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries past and current claims and losses, subject to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoingconfidentiality restrictions regarding such information, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, claims and losses; (iii) result each Party shall provide information to the other about exhaustion of policy limits and amounts applied to the limits of policies or self-insured retentions or other limits which are discussed in this Agreement that are potentially applicable to both, and the disclosure basis for the application of any trade secrets such amounts to such limits, so that each Party can monitor the exhaustion of third parties, or such limits; and (iv) violate any confidentiality subject to this Section 2.6 and Section 3.6, each Party shall execute further assignments or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep allow the other apprised to pursue claims in its name (subject to appropriate written notice of the status of matters relating to completion fact that it is doing so and a description of the transactions contemplated herebyreasons why it is doing so), including promptly furnishing the other with copies by means of notices arbitration or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance andlitigation, to the extent permitted by such Governmental Entity, gives necessary or helpful to the other party the opportunity Party’s efforts to attend and participate thereat; provided, however, that no Seller shall be permitted obtain insurance coverage to attend or participate in any meeting with any Governmental Entity in respect of any filing made which it is entitled under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerthis Agreement.

Cooperation. (a) Subject SPECIMEN 1. Upon the Company's request, and at reasonable times and places designated by the Company, the Insured will: a. submit to applicable Laws relating examination by the Company and subscribe to the sharing same under oath; b. produce for the Company's examination all pertinent records; and c. cooperate with the Company in all matters pertaining to the loss. 2. With respect to Insuring Agreement I., this bond does not provide coverage in favor of information, Sellers and Buyer shall have the right to review in advanceany General Agent or Soliciting Agent, and upon payment to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request Insured by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or Company on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure account of any trade secrets of third parties, loss or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to losses for which such party General Agent or any Soliciting Agent is liable to the Insured, an assignment of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised such of the status Insured's rights and causes of matters relating to completion action as it may have against such General Agent or Soliciting Agent because of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance andliability will, to the extent permitted of such payment, be given by such Governmental Entitythe Insured to the Company, gives and the other party Insured will execute all papers necessary to secure to the opportunity Company the rights which are herein provided. 3. With respect to attend and participate thereat; providedInsuring Agreement J., however, that no Seller shall be permitted to attend or participate this bond does not provide coverage in any meeting with any Governmental Entity in respect favor of any filing made under Servicing Contractor, and upon payment to the HSR Act Insured by the Company on account of any loss for which such Servicing Contractor is liable to the Insured, an assignment of such of the Insured's rights and causes of action as it may have against such Servicing Contractor because of such liability will, to the extent of such payment, be given by the Insured to the Company, and the Insured will execute all papers necessary to secure to the Company the rights which are herein provided. 4. With respect to Insuring Agreement K., this bond does not provide coverage in favor of any Third Party Administrator, and upon payment to the Insured by the Company on account of any loss for which such Third Party Administrator is liable to the Insured, an assignment of such of the Insured's rights and causes of action as it may have against such Third Party Administrator because of such liability will, to the extent of such payment, be given by the Insured to the Company, and the Insured will execute all papers necessary to secure to the Company the rights which are herein provided. The Insured will execute all papers and render assistance to secure to the Company the rights and causes of action provided for herein. The Insured will do nothing after discovery of loss to prejudice such rights or other applicable antitrust Laws without the prior written approval causes of Buyeraction, and must do everything reasonably necessary to secure those rights and causes of action.

Cooperation. Seller shall cooperate with and assist Xxxxx, (a) Subject to applicable Laws relating to the sharing of informationincluding providing any commercially reasonable written documentation upon Xxxxx’s request), Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any audit, investigation, hearing, inquiry, litigation or regulatory or other proceeding and with the preparation of all regulatory filings or reporting requirements that may arise following the date of this Confirmation, which relate to the subject matter of the Confirmation, including the RECs. Upon either Party’s receipt of notice from the Administrator that the transfer of RECs hereunder will not be recognized, the Party receiving such notice will immediately notify the other Party, providing a copy of such notice, and both Parties will cooperate in taking such actions as are necessary and commercially reasonable to cause such transfer to be recognized and RECs to be delivered. Each Party agrees to provide copies of its records to the extent reasonably necessary for the Administrator to verify the accuracy of any fact, statement, filingcharge or computation made pursuant hereto if requested by the other Party. If, notice as a result of Seller’s failure to provide Buyer with documentation and records it has agreed hereunder any or application made by or on behalf all of Sellers or Buyer or any the Contract Quantity of their respective Subsidiaries RECs are disallowed (“Disallowed RECs”), Seller will pay damages for such Disallowed RECs as if there had been a failure to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers Deliver them and Buyer shall each keep after receipt of such damages return the other apprised Disallowed RECs to Seller. If documentation or records are required by a governmental authority in order for RECs to be recognized by such governmental authority, Buyer may delay confirmation of such RECs until such documentation or records have been received by Buyer. Entirety and Amendments: This Confirmation constitutes the entire agreement between the Parties regarding the transaction subject hereto, and supersedes and replaces any prior and contemporaneous communications, understandings and agreements between the Parties related to such subject matter, whether written or verbal, express or implied, and this Confirmation cannot be supplemented, augmented, amended or in any manner changed or altered, except by written instrument signed by duly authorized representatives of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerParties.

Cooperation. (a) Subject to applicable Laws relating to In the sharing of information, Sellers event and Buyer shall have the right to review in advance, for so long as any Party actively is contesting or defending any Proceeding by a Third Party (and to the extent practicable each will consult which none of the other on, all the information relating Parties is a party having an interest adverse to Sellers or Buyer, as the case may be, and any that of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity such Party) in connection with any transaction contemplated under this Agreement or any Related Agreements at the transactions contemplated by this Agreement; providedreasonable request of such Party to any other Party, howeverthe requested Party shall, that nothing and shall cause its Subsidiaries and controlled Affiliates to, cooperate reasonably with the requesting Party and its counsel in this the contest or defense of such Third-Party Claim, reasonably cooperate with requests to make available its personnel and provide reasonable access to its books and records during normal business hours (subject to appropriate confidentiality protections) as shall be reasonably necessary in connection with such contest or defense. This Section 5.5(a7.10(a) shall require Buyer to provide not apply to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicableThird-Party Claim to which Section 9.5(c) applies. (b) Sellers and Buyer shall eachAt the reasonable request of any Party, upon request by the other, furnish the other Party shall, and shall cause its Subsidiaries and controlled Affiliates to, cooperate reasonably with all information concerning itself the requesting Party and its Affiliates accountants in (i) the preparation of any financial statements or tax returns and such (ii) the response to or conduct of any tax audit or other matters audit (including by making available its personnel and providing testimony and reasonable access to its books and records during normal business hours, subject to appropriate confidentiality protections, as may be reasonably necessary or advisable requested by such Party in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a partytherewith). (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as In the case of each of clause (a) and (b), the requesting Party shall pay the reasonable expenses incurred in providing such cooperation (including legal fees and disbursements) by the Party providing such cooperation and by its officers, directors, employees and agents. (d) The Purchaser, at its own discretion and sole expense, may be, or any of their respective Affiliates, order a preliminary title report from any third party and/or any Governmental Entity a nationally recognized title company (the “Title Company”) with respect to such transactionsthe Brandywine Site. Neither Sellers nor Buyer shall, and shall participate cause the Partnership and the Partnership Companies to use commercially reasonable efforts in any meeting cooperating with any Governmental Entity in respect of any filings, investigation or other inquiry the Purchaser and the Title Company in connection with the transactions contemplated by this Agreement unless such party consults compilation, review and examination of title to the Brandywine Site and in connection with the Purchaser’s efforts to obtain a title insurance policy pursuant thereto, including by providing customary affidavits and other party similar instruments as are reasonably and customarily required by the Title Company for (i) issuance of a non-imputation endorsement and (ii) the deletion of any standard or printed exceptions, in advance andany title insurance policy issued pursuant thereto, that are customarily deleted by virtue of a seller delivering such instruments in commercial real estate transactions of a similar nature in the state in which the Brandywine Site is located. Such cooperation by Sellers and the Partnership shall include providing the Purchaser and the Title Company copies of, with respect to the extent permitted by such Governmental EntityBrandywine Site, gives the other party the opportunity to attend reasonably requested existing surveys or maps and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerexisting title insurance policies.

Cooperation. (a) Subject to applicable Laws relating to The Required Sellers shall cooperate in good faith with the sharing of information, Drag-Along Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated consummation of the Drag-Along Sale, which cooperation shall include, without limitation, with respect to all Required Sellers other than Required Sellers that are Financing Parties, by executing a document containing substantially similar representations, warranties, indemnities and agreements as requested by the Drag-Along Sellers in connection with the Drag Along Sale, but in no case shall such representations, warranties, indemnities and agreements made by the Required Sellers be more restrictive than those made by the Drag-Along Sellers in connection with such Drag-Along Sale. With respect to Required Sellers that are Financing Parties, such document shall contain only a representation and warranty with respect to each such Financing Party's own ownership of the Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims; the liability of each Financing Party with respect to any representation and warranty made in connection with a sale of Shares pursuant to this AgreementArticle III shall be several and not joint with any other person; such liability shall be limited to the amount of proceeds actually received by each such Financing Party in the sale of Shares pursuant to Article III, and no Financing Party shall be required to provide any indemnification or escrow (other than a pro rata shares of any escrow provided by all Stockholders) to anyone in connection with the sale of Shares pursuant to this Article III; provided, however, that nothing in this Section 5.5(a) a Financing Party shall require Buyer not be obligated to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result participate in a breach sale of attorney-client privilege or similar privilege, (iii) result Shares pursuant to this Article III unless such Financing Party would not by virtue of such participation be in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised violation of the status registration or qualification requirements of matters relating federal or applicable state securities laws, or, if such Financing Party is not provided with an opinion of counsel to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect Company to such transactions. Neither Sellers nor Buyer effect, the Company shall participate in indemnify the Financing Party for any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerviolation.

Cooperation. (ai) Subject The Seller, on the one hand, and the Buyer and the Company, on the other hand, hereby agree to applicable Laws relating make available to the sharing other party for inspection and copying all books of informationaccounts, Sellers records, and supporting records and data as may be necessary for the other to file or lodge any Tax Return or other reports required by any government body or to support any Tax Return or report or audit related to the operations of the Company before, or arising out of, the Closing and the transactions occurring pursuant to the Agreement. The obligation to retain records and make them available shall continue until the expiration of the statutory period of limitation for the assessment of Taxes shall have closed in respect of periods for which the records shall have been retained but in no event sooner than seven (7) years from the Closing Date. (ii) The Seller, on the one hand, and Buyer shall have and the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, Company (as the case may be), except as expressly provided otherwise herein, on the other hand, shall each be responsible for their own costs and any expenses incurred or arising as a result of the performance of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in obligations under this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable9. (biii) Sellers and Buyer shall eachNotwithstanding anything to the contrary herein, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection accordance with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result “Alternative Procedure” set forth in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised Section 5 of the status of matters relating to completion of Internal Revenue Procedure 2004-53, 2004-34 IRB 320, the transactions contemplated hereby, including promptly furnishing Buyer and the other with copies of notices or other communications received by Sellers or Buyer, as Company agree that the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted relieved of their duty to attend furnish Internal Revenue Service Forms W-2 to those employees of the Company, who become or participate in any meeting with any Governmental Entity in respect remain employees of any filing made under the HSR Act Company after the Closing Date, and that the Company or its successors shall complete such Forms W-2 for the entire calendar year of 2006. All salaries, wages or other applicable antitrust Laws without sums paid to such employees by the prior written approval Seller, or its successors and all relating withholdings of Buyertaxes and other items reported on the Forms W-2 shall, for purposes of reporting on the Forms W-2, be deemed to have been paid by the Company or its successors.

Cooperation. (a) Subject to applicable Laws data privacy restrictions, confidentiality obligations owed to third parties and other applicable restrictions on their respective ability to provide information, the LBI Trustee, on the one hand, and LBIE and its Joint Administrators, on the other hand, agree to use reasonable efforts to provide one another information relating to the sharing SIPA Proceeding and the UK Proceeding, respectively, and provide to each other such other assistance as may be reasonably requested, in each case in order to assist each other in resolving Claims with respect to other Lehman Entities and other creditors and otherwise concluding the administration of their respective bankruptcy and administration cases; provided, that (i) any information supplied by either the LBI Trustee, on the one hand, or LBIE or the Joint Administrators, on the other hand, pursuant to this Article XXII shall be supplied on the terms that the providing party incurs no obligation or liability to the receiving party in connection therewith, and (ii) the obligation to cooperate set forth in this Article XXII shall not require any Party to expend any funds which it considers unreasonable (unless the requesting party agrees in writing to reimburse the providing party for such expenditure, including any irrecoverable VAT) or otherwise to comply with any request that it considers to be unduly burdensome. Nothing in this Article XXII shall require a Party to act (including to refrain from acting) in any manner that it considers, in its sole discretion, to be adverse to its interests or inconsistent with its fiduciary duties or other legally binding obligations. Notwithstanding anything in this Article XXII to the contrary, the LBI Trustee agrees that if it shall be definitively and finally determined (as determined in good faith by the LBI Trustee) that neither the Korean Accounts nor the funds in the Korean Accounts constitute Barclays APA Transferred Property, or if BCI shall (pursuant to an instrument reasonably satisfactory to the LBI Trustee) consent thereto in writing, then the LBI Trustee shall, promptly upon the occurrence of such development (if the Effective Time has occurred) or (if the Effective Time has not occurred) promptly after the occurrence of the Effective Time, to the extent (unless BCI shall have consented thereto as described above) that the LBI Trustee may do so without violating the Barclays APA (as determined in good faith by the LBI Trustee), give to the regulator of LBIE’s branch in Seoul, South Korea (and/or such Persons as LBIE may direct) his consent to the transfer of the funds in the Korean Accounts to LBIE or as LBIE may otherwise direct. For the avoidance of doubt, the LBI Trustee acknowledges and agrees that, pursuant to Section 6.01 and subject to Section 2.01(a)(C) as regards any Barclays APA Transferred Property, upon the occurrence of the Effective Time, he shall cease to have any beneficial interest in the Korean Accounts or the funds in the Korean Accounts. The LBI Trustee shall, upon request from LBIE, promptly provide such reasonable assistance as LBIE may require in relation to any potential, threatened or pending Claim or proceeding arising out of, relating to or in connection with warrants, options or other securities issued by (or alleged to have been issued by) Xxxxxx Brothers (Luxembourg) Equity Finance SA, including reasonable assistance in the area of the provision of information, Sellers documents and Buyer shall have the right to review in advancewitness evidence including for use before any court or tribunal hearing such Claim or proceeding, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, provided that nothing in this Section 5.5(a) sentence shall require Buyer the LBI Trustee, in providing such reasonable assistance, to provide make any specific assertion of fact to any Seller court or tribunal or to make any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries specific legal argument to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party court or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a partytribunal. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. (a) Subject to applicable Laws relating to The Subservicer and MSR Owner acknowledge that the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions arrangement contemplated by this Agreement; providedAgreement permits the MSR Owner, howeverin its sole discretion, that nothing in this Section 5.5(a) shall require Buyer to provide seek to any Seller any filing made by Buyer under the HSR Act refinance each Mortgage Loan through one or more other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicablePersons. (b) Sellers and Buyer The Subservicer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection cooperate with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose MSR Owner [***] to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a partyinsert flyers into certain Mortgagor’s billing statements. (c) Sellers and Buyer The Subservicer shall each keep as promptly as practicable provide, upon the other apprised request of the status of matters relating MSR Owner, such data and information relevant to completion the portfolio defense services under this Agreement that is able to be obtained from the Subservicer’s origination and servicing systems including, but not limited to, the Loansphere MSP servicing platform. To the extent fulfillment of the transactions contemplated herebyMSR’s Owner’s request would cause the Subservicer to incur internal or out-of pocket costs that would, including in the aggregate with any other data/information request(s), exceed $[***] per calendar month to comply with such requests, the Subservicer shall as promptly furnishing as practicable notify MSR Owner of the other costs related thereto, with copies a statement of notices or other communications received by Sellers or Buyerwork identifying such work and costs related thereto, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity together with supporting information and documentation with respect to such transactionscosts. Neither Sellers nor Buyer Promptly following receipt from Subservicer of such statement of work, MSR Owner and Subservicer shall participate consult and collaborate with each other to finalize a statement of work that is mutually agreeable to both parties, and after such discussions, the MSR Owner shall either (x) instruct Subservicer to proceed with fulfilling such request by execution of such statement of work and MSR Owner shall be responsible for reimbursing Subservicer for the costs identified in such statement of work based on the terms specified in the statement of work or (y) decline to make such request to the Subservicer. (d) To the extent any meeting with Mortgagor contacts the Subservicer and make any Governmental Entity in respect of inquiry regarding [***], Subservicer shall not, directly or indirectly, make any filingsnegative or disparaging statements [***] maligning, investigation ridiculing, defaming, or other inquiry in otherwise speaking ill [***], and their respective business affairs, practices or policies, standards, and/or reputation. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (e) In connection with inserting flyers into Mortgagor’s billing statements as described in Section 5.15(b), (i) [***], (ii) such flyers shall comply with all applicable legal and regulatory requirements and (iii) the transactions contemplated by this Agreement unless MSR Owner shall reimburse the Subservicer for the actual and reasonable internalized costs incurred to insert such party consults flyers into the applicable Mortgagor’s statement(s) with the other party in advance anda [***] percent ([***]%) premium added thereon plus all actual and reasonable out-of-pocket costs related thereto. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerAS AMENDED.

Cooperation. a. Following the termination of Employee’s employment with Employer for any reason, Employee shall provide reasonable cooperation to Employer and its affiliates in connection with (ai) Subject to applicable Laws the orderly transfer of information known by Employee regarding his duties and (ii) any formal or informal dispute resolution effort, action, proceeding, investigation or litigation involving Carlyle or its affiliates relating to the sharing of information, Sellers and Buyer shall have the right to review in advance, and any matter that occurred during or prior to the extent practicable each will consult the Term in which Employee was involved or of which he has substantive knowledge; provided that Employee shall be reimbursed for any reasonable out-of-pocket costs incurred in connection with such cooperation (including any reasonable legal, accounting or other on, all the information relating professional fees incurred by Employee subject to Sellers pre-approval by Employer not to be unreasonably withheld or Buyer, as the case may bedelayed), and any such cooperation shall be at such times and in such locations as are reasonably acceptable to Employee taking into account his other professional and personal obligations. If Employee receives a subpoena or other request for information, Employee agrees to provide Employer with prompt notice of their respective Affiliatesthe subpoena or request so that Carlyle may take appropriate action to avoid or contest disclosure, unless Employee has been advised by counsel that appear in providing such notice would violate applicable law or an applicable court order. b. Following the termination of Employee’s employment with Employer for any filing made withreason, or written materials submitted Employer shall, and shall cause its affiliates to, any third party and/or any Governmental Entity provide reasonable cooperation to Employee in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated herebyhis interests and rights in, including promptly furnishing the other with and obligation in respect of, Carlyle and any funds, investment vehicles and accounts whose investments are or were managed by Carlyle, including, by providing copies of notices or other communications received by Sellers or Buyerall documents governing any such interests, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect rights and obligations and providing reasonable access to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filingsCarlyle personnel as is reasonable requested by Employee to understand such interests, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend rights and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerobligations.

Cooperation. To the extent not otherwise provided in the Ancillary Agreements, (a) Subject Following the Service Date, Employers Insurance shall cause employees of Employers Insurance who prior to applicable Laws employment therewith were Business Employees to cooperate, to the extent practicable, with Fremont in (i) the defense or commencement of any litigation or arbitration arising out of any event that occurred on or prior to the Closing Date involving the Business, (ii) connection with any tax or regulatory (including insurance and securities) matter relating to the sharing of informationBusiness, Sellers and Buyer shall have (iii) the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers defense or Buyerprosecution, as the case may be, of any Third Party Claim in accordance with Section 10.03(b) hereof, (iv) connection with any reports, statements or filings required under any federal and any of their respective Affiliatesstate securities laws and other regulatory authorities, that appear in any filing and (v) fulfilling such other reasonable requests as shall be made with, or written materials submitted to, any third party and/or any Governmental Entity by Fremont in connection with the transactions contemplated by this Agreement; provided, however, that nothing Business. Fremont shall promptly pay to Employers Insurance all compensation of Employers Insurance's employees in respect of the portion of their time devoted to the foregoing activities and all reasonable out-of-pocket expenses of Employers Insurance incurred as a result of Employers Insurance's obligations under this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable8.04. (b) Sellers Following the Service Date, Fremont shall, and Buyer shall eachcause its respective employees to cooperate, upon request to the extent requested by the otherEmployers Insurance, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable Employers Insurance in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Lawthe defense of any litigation or arbitration arising out of any event that occurred on or prior to the Closing Date involving the Business, (ii) result in a breach of attorney-client privilege connection with any tax or similar privilegeregulatory (including insurance and securities) matter relating to the Business, (iii) result in the disclosure of any trade secrets of third parties, defense or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyerprosecution, as the case may be, or of any of their respective AffiliatesThird Party Claim in accordance with Section 10.03(b) hereof, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting (iv) connection with any Governmental Entity in respect of reports, statements or filings required under any filingsfederal and state securities laws and other regulatory authorities, investigation or and (v) such other inquiry reasonable requests as shall be made by Employers Insurance in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, Business. Employers Insurance shall promptly pay to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity Fremont all compensation of Fremont's employees in respect of any filing made the portion of their time devoted to the foregoing activities and all reasonable out-of-pocket expenses of Fremont incurred as a result of Fremont's obligations under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerthis Section 8.04.

Cooperation. (aIf CELGENE fails to use reasonable efforts in Europe, Canada, or the PACIFIC RIM, as set forth in Section 3.2(a) Subject of this Agreement, or to applicable Laws relating sublicense such rights to the sharing of informationa THIRD PARTY, Sellers and Buyer then CMCC shall have the right to review in advanceCOOPERATE with CELGENE to find an appropriate SUBLICENSEE for such rights. For purposes of this Section 3.2(b), and for Sections 3.3(b) and 3.4, the term "COOPERATE" means that (i) CMCC shall have the right to (a) identify for CELGENE a THIRD PARTY interested in entering into a sublicense agreement with CELGENE, pursuant to which CELGENE would grant such THIRD PARTY a sublicense of the rights, duties and/or obligations granted to CELGENE hereunder in the THALIDOMIDE PATENT RIGHTS and/or the MIXED PATENT RIGHTS, in whole or in part, in the relevant region and/or for the relevant indication and (b) to the extent practicable each will consult CELGENE so requests, assist or participate in the other on, all the information relating to Sellers or Buyer, as the case may bedrafting and/or negotiation of such sublicense agreement, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result CELGENE shall have the obligation to negotiate in good faith with such THIRD PARTY for such sublicense agreement. Prior to and from time to time during the exercise of its right to COOPERATE, CMCC shall consult with BIOVENTURE as to potential SUBLICENSEES; provided that (x) CMCC shall not be required to obtain the consent of BIOVENTURE; (y) BIOVENTURE's right to consult shall not create in CELGENE or in CMCC any right to withhold or delay the fulfillment of its obligation to COOPERATE. If CELGENE fails to negotiate in good faith with such THIRD PARTY to execute such a sublicense agreement within a reasonable period of time, and CELGENE has not, within such time period, entered into such a sublicense agreement with another THIRD PARTY or otherwise cured the relevant breach of attorney-client privilege or similar privilegeits diligence obligations under this Section 3.2, (iii) result then CMCC shall have the right and option to terminate the licenses granted in the disclosure of any trade secrets of third partiesregion where such failure has occurred, i.e., Europe, Canada, or the PACIFIC RIM, respectively, by giving CELGENE sixty (iv60) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the days prior written approval of Buyernotice thereof, in accordance with Section 15.4(b)(ii).

Cooperation. Without limiting the provisions of Section 14 hereof, the parties will cooperate in fulfilling the terms and conditions of this Agreement, which acts of cooperation will include, but are not limited to, the following: 14.1. The Debtors shall make all efforts to sell the Debtors' interests in the Project as soon as practicable. To the extent necessary to market and close any such transaction with respect to any or all parts of the Debtors' interests and/or Project, FW agrees to provide the Debtors with reasonable access to its documents and its personnel (aincluding Messrs. Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxx X. Xxxx) Subject for information related to applicable Laws the Facility and the Project and unavailable to Debtors' through other reasonable means. Such access shall be subject to reasonable prior notice to FW and FW's reasonable operational and other business needs so as not to unduly interfere with FW's normal conduct of its business and operations. FW shall identify an employee who shall serve as a coordinator for such purpose. Initially, such coordinator shall be Xx. Xxxxxxxxx, and none of the Debtors or any of their Related Persons shall communicate directly with any of FW's personnel without prior consultation with, and approval from, such coordinating person(s). FW disclaims any representations as to the accuracy of any information furnished, and all other parties hereto hereby release and the Debtors agree to indemnify (as an administrative expense of the Debtors) FW, its Affiliates and their respective Related Persons from and against any and all liabilities, penalties, fines, damages, demands, claims, causes of action, suits, judgements, costs and expenses (including reasonable attorneys' fees and disbursements) arising from the inaccuracy of information provided by FW in connection with this paragraph; provided, that such information was not furnished in bad faith. The Debtors further agree that as a condition precedent to the distribution to third parties ("Potential Purchasers") of information relating to the sharing Project, the Debtors shall use their reasonable best efforts to cause Potential Purchasers to disclaim (through legends contained in any selling memorandum or otherwise) any reliance on FW or any information provided by or related to any of informationthem, Sellers such disclaimer to be in form and Buyer substance reasonably satisfactory to FW. FW acknowledges that the disclaimers set forth in the Confidential Selling Memorandum distributed to prospective purchasers on or about March 26, 2001 are satisfactory with respect to such Confidential Selling Memorandum. 14.2. The Debtors will promptly develop, propose to the Bankruptcy Court one or more plan(s) of reorganization for each of the Debtors substantially consistent in all respects with this Agreement. The Debtors shall consult with and furnish the Bondholders Steering Committee and FW and their respective counsel drafts of such plan(s) of reorganization for review and comment prior to submission thereof to the Bankruptcy Court, and shall promptly furnish the Bondholders Steering Committee and FW and their respective counsel with copies of all documents filed or submitted to the Bankruptcy Court in connection therewith. FW and the Bondholders shall not oppose any plan of reorganization that is consistent with the terms of this Agreement. FW and the Bondholders shall (i) consent to the extension of the time period within which the Debtors shall have the exclusive right to review file any plan of reorganization and solicit acceptances thereto (until January 31, 2002 with respect to solicitation), and (ii) not oppose approval of a disclosure statement in advanceconnection with any such plan and confirmation of any such plan provided that any such plan of reorganization is consistent with this Agreement and further provided that FW or the Bondholders shall not be barred from objecting to such disclosure statement in connection with any such plan on the grounds, and to the extent practicable each will consult the other onextent, all the information relating that such document contains a misstatement of, or omits to Sellers state, a material fact or Buyer, as the case may beis inconsistent with this Agreement. In furtherance of, and any without limiting the foregoing, each Bondholder agrees that: (a) it (x) will vote (or cause to be voted) its claims in respect of their respective Affiliates, that appear in any filing made with, the principal amount of the 1999 Bonds set forth under such Bondholder's name on the signature pages hereto (the "Relevant 1999 Bonds") to accept such plan(s) of reorganization and take (or written materials submitted to, any third party and/or any Governmental Entity cause to be taken) such other actions as may be required in connection therewith and (y) not change or withdraw (or cause to be changed or withdrawn) such vote(s), provided that the terms of such plan(s) of reorganization are consistent with the transactions contemplated by terms of this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable.and (b) Sellers and Buyer shall eachit will not sell, upon request by transfer, pledge or assign any of the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer Relevant 1999 Bonds or any voting interests therein during the effectiveness of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose except to any other party another Bondholder or its authorized representatives any information the disclosure an assignee that agrees in writing prior to such acquisition, pledge or assignment to be bound by all terms of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which this Agreement as if such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity assignee had originally executed this Agreement with respect to the Relevant 1999 Bonds being acquired by such transactions. Neither Sellers nor Buyer shall participate assignee in the form attached hereto as Annex E, and any meeting with any Governmental Entity in respect sale, transfer or assignment of any filings, investigation of the Relevant 1999 Bonds or other inquiry any voting interests therein that is not in connection compliance with the transactions contemplated by this Agreement unless such party consults provisions hereof shall be void ab initio. 14.3. The Debtors, the Bondholders and the Trustee shall use their best efforts to cause any and all existing agreements relating to the Project to be amended and/or terminated consistent in all respects with the other party Debtors' confirmed plan of reorganization. 14.4. The Debtors and FW will cooperate with respect to the Debtors' Year 2000 tax returns. FW will prepare the Year 2000 tax returns for the Debtors and calculate the appropriate allocation of income and loss items between FW and the Debtors, subject to the Debtors' approval, such approval not to be unreasonably withheld. The Debtors shall cooperate in advance all respects with such preparation and, along with FW, shall execute and file the Year 2000 tax returns prepared by FW. 14.5. FW agrees that it shall be solely responsible for all costs and expenses (including reasonable attorneys' fees and expenses) of the Debtors related to the extent permitted preparation and solicitation of any Debtor's plan(s) of reorganization and disclosure statements for the Debtors required by Section 14.2; provided that such Governmental Entity, gives the other party the opportunity to attend amount shall not exceed $200,000 and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect payable by FW on the filing date of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval Debtors' plan of Buyerreorganization.

Cooperation. (a) Subject Each of Spinco and AZ shall use commercially reasonable efforts to applicable Laws cooperate with each other in all matters relating to the sharing provision and receipt of informationthe Services. Without limiting the generality of the foregoing sentence: 2.7.1 Such cooperation shall include AZ using commercially reasonable efforts to obtain material consents, Sellers and Buyer shall have the right licenses or approvals necessary to review in advance, and permit AZ to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreementperform its obligations hereunder; provided, however, that nothing in this Section 5.5(a) under no circumstances shall require Buyer AZ be obligated to provide a Service if (a) AZ is unable to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing rightobtain necessary consents, each of Seller licenses and Buyer shall act reasonably and as promptly as practicable. approvals relating to such Service on commercially reasonable terms; (b) Sellers and Buyer in order to provide such Service, AZ will have an obligation to make any payments to any Third Party or incur any obligations in respect of any such consents, licenses or approvals, which payments are not subject to reimbursement by Spinco or which other obligations are not assumed by Spinco hereunder; (c) AZ would be obligated to make any alternative arrangements in the event that any such consents, licenses or approvals are not obtained (but only to the extent such arrangements would not be commercially reasonable); or (d) AZ would be required to seek materially broader rights or more favorable terms with respect to any consents, licenses or approvals than those applicable immediately prior to the date hereof. 2.7.2 Spinco shall eachpermit AZ, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of its and their respective Subsidiaries employees and agents reasonable access during regular business hours (or otherwise upon reasonable prior notice) to any third party and/or any Governmental Entity such data and personnel as are involved in connection with receiving or overseeing the transactions contemplated Services, and records as reasonably requested by AZ to facilitate AZ’s performance of this Agreement. Notwithstanding . 2.7.3 AZ shall be excused from its obligation to provide a Service under this Agreement to the foregoingextent Spinco’s failure to perform its obligations under this Agreement materially hinders or prevents AZ’s performance of its obligation, no party need disclose including if the provision of a Service is dependent or otherwise materially reliant on Spinco timely providing to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party AZ or any of its Affiliates is or subcontractors information, materials, products and like items in a party. (c) Sellers manner substantially similar in nature, quality and Buyer shall each keep timeliness to the other apprised of the status of matters relating information, materials, products and like items provided to completion of the transactions contemplated herebyAZ, including promptly furnishing the other with copies of notices its Affiliates or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry subcontractors in connection with the transactions contemplated by Programs at the time of the Closing and Spinco, at its sole cost and expense, fails to so provide such information, materials, products and like items during the Transition Period. In the event AZ believes that Spinco has failed to provide any such information, materials, products or like items or otherwise has failed to perform Spinco’s obligations under this Agreement unless Agreement, without limitation of AZ’s rights and remedies hereunder, the Transition Manager of AZ shall provide notice of such party consults with the other party in advance and, alleged failure to the extent permitted by Transition Manager of Spinco and the Transition Managers shall discuss and work together in good faith to resolve any impact such Governmental Entity, gives alleged failure may have to the other party provision of the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerServices.

Cooperation. (a) Subject PETsMART and XXXxXXXX.xxx shall provide, or cause to applicable Laws relating be provided, to each other, the sharing assistance of informationofficers, Sellers employees, representatives and Buyer shall have the right to review in advanceaffiliates, and to the extent practicable each will consult or such assistance as may reasonably be requested by the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by portion of the Contest related to Indemnifiable Taxes. The requesting party shall reimburse the other party for the reasonable out-of-pocket cost of such other party making the assistance of such persons available. The parties shall use reasonable best efforts to make available persons no longer employed. PETsMART and XXXxXXXX.xxx shall retain, or cause to be retained, for so long as any taxable year in which this AgreementAgreement is in effect shall remain open for adjustments, any records or information related to Indemnifiable Taxes; provided, provided however, that nothing XXXxXXXX.xxx shall not be required to retain, or cause to be retained, records and information that PETsMART maintains in this Section 5.5(a) the ordinary course of PETsMART's operations. XXXxXXXX.xxx shall, in the case of any particular calendar year, be responsible for costs of retaining any records or information related to Indemnifiable Taxes for the ten year period following such calendar year and, thereafter, any such costs shall require Buyer to provide to any Seller any filing made be borne equally by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller XXXxXXXX.xxx and Buyer PETsMART. With reasonable notice, any records or information so retained shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by be made available to the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third requesting party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such commercially reasonable manner. The requesting party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with reimburse the other party for such party's reasonable out-of-pocket costs, including without limitation, copying costs, reasonably incurred in advance andmaking such records or information available. In addition, the requesting party shall enter into reasonable non-disclosure and use agreements that limit the use of the records and the information contained therein by the requesting party to use only in the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerparticular Contest.

Cooperation. For as long as any such Trademarks are licensed hereunder, the Parties shall fully cooperate with each other in their efforts to maintain and enforce WDC’s rights in the WDC Group Licensed Trademarks; provided that all reasonable, documented costs and expenses incurred by Spinco and its Affiliates and sublicensees in fulfilling its and their obligations hereunder shall be borne by Spinco, unless otherwise agreed in writing by the Parties. With respect to any action, suit, opposition or other proceeding (acollectively, “Proceeding”) Subject to applicable Laws relating alleging the infringement, dilution, tarnishment, unfair competition or passing off by a third party of, or with respect to the sharing WDC Group Licensed Trademarks, or contesting the validity of informationthe WDC Group Licensed Trademarks or the WDC Group’s ownership thereof (each a “WDC Trademark Claim”), Sellers and Buyer WDC shall have primary responsibility therefor and shall assume, conduct and direct the right to review in advanceprosecution and/or defense of such Proceeding, as applicable, utilizing counsel and other resources of its own choosing; provided that Spinco shall, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, shall cause its Affiliates and any of their respective Affiliates, that appear in any filing made with, or written materials submitted sublicensees to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by WDC, provide reasonable assistance, including the otherprovision of evidence, furnish witnesses, information, communications, documentation and declarations in furtherance of WDC’s conduct of the Proceeding, and to make its and their relevant personnel, records and facilities reasonably available in connection with such assistance, each at Spinco’s expense. For as long as any such Trademarks are licensed hereunder, each Party will promptly notify the other with all information concerning itself Party of its receipt or firsthand knowledge of any active or threatened WDC Trademark Claim. In addition, Spinco and its Affiliates and such sublicensees shall promptly notify WDC of any third-party acts or other matters as may be circumstances that come to its and their attention which are reasonably necessary or advisable likely to result in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreementa future WDC Trademark Claim. Notwithstanding the foregoing, no party need disclose to any other party or Spinco and its authorized representatives any information the disclosure of which would Affiliates and sublicensees shall promptly (i) violate applicable Law, notify WDC of any material developments with respect to a Proceeding; and (ii) result in deliver to WDC a breach copy of attorney-client privilege all pleadings, correspondence and other material documents respecting a Proceeding. Spinco and its Affiliates and sublicensees shall not enter into any settlement, release, waiver, quitclaim or similar privilege, (iii) result in the disclosure disposition of any trade secrets of third partiesProceeding or WDC Trademark Claim without first obtaining WDC’s prior written authorization, or (iv) violate and any confidentiality or nondisclosure purported agreement or other agreement understanding made by Spinco or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect sublicensees to such transactions. Neither Sellers nor Buyer shall participate effect in any meeting with any Governmental Entity in respect absence of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller written authorization shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyervoid.

Cooperation. (a) Subject Each party will cooperate with the other in taking, or causing to applicable Laws relating be taken, all appropriate actions and all things necessary, proper or advisable to consummate the sharing transactions contemplated by this Agreement, including preparing and filing as promptly as reasonably practicable all documentation to obtain all Governmental Authorizations. (b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transactions contemplated by this Agreement, each of informationthe parties shall cooperate in all respects with each other to contest and resist any such action or proceeding and to have vacated, Sellers lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and Buyer shall have that prohibits or materially restricts or delays consummation of the right transactions contemplated by this Agreement. (c) The parties mutually agree to review in advancecooperate with each other (i) to, as promptly as practicable after the date hereof, obtain all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements, waivers and exemptions issued by any Gaming Authority (including the receipt of informal advice from the Gaming Authority that no filing or permit is required, including with respect to any Affiliates or Licensed Persons) required to permit the parties hereto to consummate the transactions contemplated by this Agreement (collectively, “Gaming Approvals”), (ii) to avoid any action or proceeding by any Gaming Authority challenging the consummation of the transactions contemplated hereby, (iii) to make or cause to be made all necessary filings, and thereafter make or cause to be made any other required submissions with respect to this Agreement and the extent practicable each will consult the other on, all the information relating to Sellers or Buyertransactions contemplated hereby, as required under the case may beGaming Laws, (iv) to schedule and attend (or cause to be scheduled and attended) any hearings or meetings with Gaming Authorities to obtain the Gaming Approvals as promptly as possible and (v) to act diligently and promptly to pursue any and all of their respective Affiliatesthe foregoing as necessary to obtain the Gaming Approvals. (d) All analyses, that appear in appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals made by or on behalf of the Purchasers, the Parent or any filing made withLicensed Person before any Governmental Authority, including any Gaming Authority, or written materials submitted to, any third party and/or the staff or regulators of any Governmental Entity Authority, in connection with the transactions contemplated hereunder (but for the avoidance of doubt, not including any interactions between the Purchasers or the Companies with Governmental Authorities in the ordinary course of the conduct of their business operations, any disclosure which is not permitted by Law, or any disclosure containing confidential information or unrelated to the transaction contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer be disclosed to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will notify, consult and cooperate with all information concerning itself one another, and its Affiliates and such other matters as may be reasonably necessary or advisable consider in good faith the views of one another, in connection with any statementanalyses, filingappearances, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals, with the transactions contemplated by this Agreementfinal materials regarding the purchase of the Series C Preferred Units being subject to the approval of CCR’s counsel. Notwithstanding Each of the foregoingCrown Parties, no party need disclose to any other party or its authorized representatives any information on the disclosure of which would (i) violate applicable Lawone hand, (ii) result in a breach of attorney-client privilege or similar privilegeand Millennium, (iii) result in the disclosure of any trade secrets of third partiesAcquisitionCo and CCR, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep on the other apprised of the status of matters relating hand, shall give notice to completion of the transactions contemplated hereby, including promptly furnishing the each other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting, discussion, appearance, or material contact or meeting with any Governmental Entity in respect Authority or the staff or regulators of any filingsGovernmental Authority, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the notice being sufficient to provide such other party in advance and, to the extent permitted by such Governmental Entity, gives the other party with the opportunity to attend and participate thereat; providedin such meeting, howeverdiscussion, appearance or material contact or meeting. (e) Notwithstanding anything to the contrary herein, the parties agree that no Seller shall be permitted counsel for CCR may, at its discretion, direct the strategy for obtaining the Gaming Approvals required to attend or consummate the purchase of the Series C Preferred Units and coordinate and participate in any meeting with and all appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals made before any Governmental Entity in respect Authority, including any Gaming Authority, or the staff or regulators of any filing Governmental Authority, in connection with the purchase of the Series C Preferred Units, with the cooperation of the Crown Parties and their counsel; provided that at the reasonable request of Licensed Persons outside the control of the Crown Parties, CCR, Millennium and AcquisitionCo agree that counsel for CCR shall not participate in the portion of any appearance, meeting, or discussion before the Gaming Authorities which involves confidential information of such Licensed Persons. (f) Notwithstanding anything to the contrary herein, the parties agree that counsel for the Crown Parties may, at its discretion, direct the strategy for obtaining the Gaming Approvals required to consummate the conversion of the Series B Preferred Units to Series A2 Preferred Units and coordinate and participate in any and all appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals made under before any Governmental Authority, including any Gaming Authority, or the HSR Act staff or other applicable antitrust Laws without regulators of any Governmental Authority, in connection therewith, with the prior written approval cooperation of BuyerCCR and its counsel.

Cooperation. (a) Subject to applicable Laws relating to the sharing of information, Sellers and Buyer Seller shall have the right to review structure the sale of the Property as a forward or reverse exchange thereof for other real property of a like-kind to be designated by Seller (including the ability to assign this Agreement to an entity established in advanceorder to effectuate such exchange), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended, in which case Purchaser shall execute any and all documents reasonably necessary to effect such exchange, as reasonably approved by Purchaser’s counsel, and to the extent practicable each will consult the other onotherwise assist and cooperate with Seller in effecting such exchange, all the information relating to Sellers or Buyerprovided that: (i) any costs and expenses incurred by Purchaser as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller; (ii) Seller shall indemnify and hold harmless Purchaser from and against any and all liabilities, costs, damages, claims or demands arising from the case may be, cooperation of Purchaser in effecting the exchange contemplated hereby; and any of their respective Affiliates, that appear (iii) such exchange shall not result in any filing made withdelay in closing the transaction without Purchaser’s prior written consent. Seller, or written materials submitted toin its discretion, any third party and/or any Governmental Entity may adjourn the Closing Date for up to thirty (30) days in connection with the transactions contemplated by this Agreement; providedaggregate in order to effect such exchange provided that in no event shall Seller have the right to extend the Closing Date beyond April 29, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable2007. (b) Sellers Purchaser shall have the right to structure the sale of the Property as a forward or reverse exchange thereof for other real property of a like-kind to be designated by Purchaser (including the ability to assign this Agreement to an entity established in order to effectuate such exchange), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended, in which case Seller shall execute any and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be documents reasonably necessary or advisable to effect such exchange, as reasonably approved by Seller’s counsel, and otherwise assist and cooperate with Purchaser in connection with any statementeffecting such exchange, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would provided that: (i) violate applicable Lawany costs and expenses incurred by Seller as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Purchaser; (ii) result Purchaser shall indemnify and hold harmless Seller from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Seller in a breach of attorney-client privilege or similar privilege, effecting the exchange contemplated hereby; and (iii) such exchange shall not result in any delay in closing the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws transaction without the Seller’s prior written approval of Buyerconsent. Purchaser, in its discretion, may adjourn the Closing Date for up to thirty (30) days in the aggregate in order to effect such exchange provided that in no event shall Purchaser have the right to extend the Closing Date beyond April 29, 2007.

Cooperation. (a) Subject The Corporation agrees to use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause its Subsidiaries to, perform all obligations required to be performed by the Corporation or any of its Subsidiaries under this Agreement, cooperate with Acquiror in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transaction contemplated in this Agreement and, without limiting the generality of the foregoing, the Corporation shall: (i) subject to Section 3.2, at the request of Acquiror, solicit from the Shareholders and holders of Options, Warrants or Share Purchase Rights proxies in favour of approval of the Arrangement Resolution and use commercially reasonable efforts to obtain the approval by such Shareholders and holders of Options, Warrants or Share Purchase Rights of the Arrangement Resolution, voting as a single class; (ii) not adjourn, postpone or cancel (or propose adjournment, postponement or cancellation of) the Shareholder Meeting without Acquiror's prior written consent except as required by applicable Laws laws, or in the case of adjournment, as may be required by Shareholders and holders of Options, Warrants or Share Purchase Rights as expressed by majority resolution, voting as a single class; (iii) use commercially reasonable efforts to satisfy or cause to be satisfied as soon as reasonably practicable all the conditions precedent that are set forth in Article 9; (iv) apply for and use commercially reasonable efforts to obtain as promptly as practicable all Regulatory Approvals relating to the sharing Corporation or any of informationits Subsidiaries and, Sellers and Buyer shall have the right in doing so, to review in advance, and keep Acquiror reasonably informed as to the extent practicable each will consult status of the other onproceedings related to obtaining the Regulatory Approvals, all the information relating to Sellers or Buyerincluding, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted but not limited to, any third party and/or providing Acquiror the opportunity to be present for or participate in all communications with any Governmental Entity and providing Acquiror with copies of all related applications and notifications, in draft form, in order for Acquiror to provide its reasonable comments; (v) apply for and use commercially reasonable efforts to obtain the Interim Order and the Final Order; (vi) carry out the terms of the Interim Order and the Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements which applicable laws may impose on the Corporation or its Subsidiaries with respect to the transactions contemplated hereby and by the Arrangement; (vii) use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (viii) use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby; (ix) effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Corporation or any of its Subsidiaries in connection with the transactions contemplated by hereby; (x) consult with Acquiror prior to making publicly available its financial results for any period after the date of this AgreementAgreement provided that the Corporation is not unreasonably impaired in satisfying all disclosure requirements under Securities Laws in respect thereof; providedand (xi) use commercially reasonable efforts to obtain all waivers, howeverconsents and approvals from other parties to loan agreements, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act leases or other applicable antitrust Laws. In exercising contracts required to be obtained by the foregoing right, each Corporation or a Subsidiary of Seller and Buyer shall act reasonably and as promptly as practicablethe Corporation to consummate the transactions contemplated hereby which the failure to obtain would materially adversely affect the ability of the Corporation or its Subsidiaries to consummate the transaction contemplated hereby. (b) Sellers Acquiror agrees that, until the earlier of the Effective Date and Buyer the termination of this Agreement pursuant to its terms, in each case except (i) with the consent of the Corporation to any deviation therefrom, or (ii) as expressly contemplated by this Agreement or the Plan of Arrangement, Acquiror shall eachand will cause its Subsidiaries to: (i) subject to Section 2.10(c)(vii), upon request not adopt or propose to adopt any amendments to its governing documents or the governing documents of Canco or Acquiror which would have a material adverse impact on the consummation of the transactions contemplated hereby or the economic terms of, or the form of, consideration to be provided pursuant to the Arrangement; and (ii) not take any action which may jeopardize the exchange of the Shares by Shareholders who are resident in Canada for the otherpurposes of the Income Tax Act (Canada) from being treated on a tax deferred basis under the Income Tax Act (Canada) for holders who are otherwise eligible for such treatment. (c) Acquiror agrees to use its commercially reasonable efforts to, furnish and shall use its commercially reasonable efforts to cause its Subsidiaries to, perform all obligations required to be performed by it or any of its Subsidiaries under this Agreement, cooperate with the other with Corporation in connection therewith, and do all information concerning itself and its Affiliates and such other matters acts and things as may be reasonably necessary or advisable desirable in connection with any statementorder to consummate and make effective, filingas soon as reasonably practicable, notice the transaction contemplated by this Agreement and, without limiting the generality of the following: (i) use commercially reasonable efforts to satisfy or application made by or on behalf of Sellers or Buyer cause to be satisfied as soon as reasonably practicable all conditions precedent that are set forth in Article 9 hereof; (ii) apply for and use commercially reasonable efforts to obtain promptly all Regulatory Approvals relating to Acquiror or any of their respective its Subsidiaries, and, in doing so, to keep the Corporation reasonably informed as to the status of the proceedings related to obtaining the Regulatory Approvals, including, but not limited to, providing the Corporation with copies of all related applications and notifications, in draft form, in order for the Corporation to provide its reasonable comments; (iii) carry out the terms of the Interim Order and Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements which applicable laws may impose on Acquiror with respect to the transactions contemplated hereby and by the Arrangement; (iv) in respect of holders of Shares who are resident in Canada for the purposes of the Income Tax Act (Canada) and are not exempt from tax under Part 1 of the Income Tax Act (Canada) and who receive Exchangeable Shares under the Arrangement, to cause Canco to enter into elections with any such holders who make elections under Section 85 of the Income Tax Act (Canada) and any equivalents thereof under provincial laws; (v) use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (vi) use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to Acquiror or any of its Subsidiaries which may adversely affect the ability of the parties to consummate the transactions contemplated hereby; (vii) effect all necessary registrations, filings and submissions of information required by Governmental Entities from Acquiror or any third party and/or any Governmental Entity of its Subsidiaries in connection with the transactions contemplated hereby; (viii) cause the governing documents of Canco to be amended to create the Exchangeable Shares and otherwise as required to effect the transactions contemplated hereby; (ix) reserve or have available a sufficient number of Acquiror Shares for issuance upon the exchange from time to time of Exchangeable Shares and the exercise from time to time of the Warrants, and use commercially reasonable efforts to cause such Acquiror Shares to be approved for listing on the American Stock Exchange, subject to official notice of issuance, prior to the Effective Time; (x) use commercially reasonable efforts (A) to cause the Exchangeable Shares to be listed for trading on The Toronto Stock Exchange by this Agreement. Notwithstanding the foregoing, no party need disclose Effective Date and (B) to ensure that Canco remains a "public corporation" within the meaning of the Income Tax Act (Canada) for so long as any Canco Exchangeable Shares are outstanding (other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party than those Exchangeable Shares held by Acquiror or any of its Affiliates is a party.affiliates); and (cxi) Sellers and Buyer shall each keep not, during the other apprised of ten trading days preceding the status of matters relating third Business Day prior to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or Shareholder Meeting buy back any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerits outstanding Acquiror Shares.

Cooperation. (a) Subject to applicable Laws the terms and conditions set forth in this Agreement, the DISH Parties and the EchoStar Parties shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and Applicable Law to consummate and make effective the Closing Transactions or any other agreement contemplated hereby as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, and Permits necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Closing Transactions or any of the other transactions contemplated by this Agreement. Subject to Applicable Law relating to the sharing exchange of information, Sellers the DISH Parties and Buyer the EchoStar Parties shall consult with one another and jointly direct all matters with any Governmental Authority consistent with its obligations hereunder; provided, that the Parties shall have the right to review in advanceadvance and, and to the extent practicable practicable, each will consult with the other onon and consider in good faith the views of the other in connection with, all of the information relating to Sellers the DISH Parties or Buyerthe EchoStar Parties, as the case may be, and any of their respective AffiliatesSubsidiaries, that appear appears in any filing made with, or written materials submitted to, or oral conversations had with, any third party and/or any Governmental Entity Authority in connection with the transactions Closing Transactions or any other agreement contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Lawshereby. In exercising the foregoing right*** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. rights, each of Seller the DISH Parties and Buyer the EchoStar Parties shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. With respect to the Vantive Group Entities and the Deferred Vantive Local Businesses, each Party shall, and shall cause its respective Subsidiaries to (a) Subject including, in the case of Buyer following the Closing, the Vantive Group Entities, and following a Local Closing, the applicable Deferred Vantive Local Business), make available to applicable Laws the other Party as reasonably requested all information, records and documents relating to Taxes concerning the sharing of information, Sellers Vantive Group Entities and Buyer shall have the right Deferred Vantive Local Businesses with respect to review in advanceor that relate to a Pre-Closing Tax Period, and provide the assistance of all officers and employees of the Vantive Group Entities to the extent practicable each will consult reasonably requested by such other Party for such purpose. Such cooperation shall also include the other on, all provision of reasonably requested information related to the calculation of Taxes to be paid with respect to the Business and the Vantive Group Entities following the Closing and information relating related to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by Xxxxx A (including the location of certain assets and business lines owned by the Vantive Group Entities and the amount of Cash held by each Vantive Group Entity as reflected in the Estimated Closing Statement). Notwithstanding anything to the contrary in this Agreement; provided, howeverand unless required by applicable Laws, that nothing in this Section 5.5(a) neither Seller nor any of its Subsidiaries shall require Buyer be required to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection Person with any statement, filing, notice Tax Return or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure copy of any trade secrets Tax Return of third parties, or (iva) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party Seller or any of its Affiliates is Subsidiaries or (b) a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated herebyconsolidated, including promptly furnishing the other with copies of notices combined, affiliated, unitary or other communications received by Sellers or Buyer, as the case may be, similar group that includes Seller or any of their respective Affiliatesits Subsidiaries except, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filingseach case, investigation for materials or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, portions thereof (including associated schedules and work papers) that relate solely to the extent permitted by such Governmental Entity, gives Vantive Group Entities or the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerDeferred Vantive Local Businesses.

Cooperation. (a) Subject BKD and HCP shall cooperate and act reasonably to applicable Laws relating negotiate and finalize documents to the sharing of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity be used in connection with the NNN BKD Acquisition with respect to each NNN BKD Acquisition Community (which, for the avoidance of doubt, shall include a deed, a xxxx of sale, a title affidavit, a FIRPTA certificate, and an escrow letter) in forms that are similar to those used by the Parties in similar transactions contemplated by this Agreement; providedand otherwise that are customary in the applicable jurisdictions for transfers of similar properties, however, that nothing in this Section 5.5(a) shall require Buyer taking into consideration the conveyance from landlords to provide to any Seller any filing made by Buyer tenants under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicabletriple-net leases. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself HCP and its Affiliates affiliates shall reasonably cooperate with BKD and its affiliates to cause the matters set forth on Schedule 5-A, and any similar-type matters or encumbrances disclosed in any title report with respect to any NNN BKD Acquisition Community obtained by BKD and/or its affiliates, at its expense, prior to the consummation of the NNN BKD Acquisition, to be omitted from, or corrected in, any ALTA Owner’s Policy of Title Insurance that BKD, at its expense, elects to obtain. For purposes of this Section 3.5(b), HCP’s reasonable cooperation shall be limited to the following: (i) with respect to the requirements in Schedule B, Part I of the Title Commitments set forth on Schedule 9, delivering any "LLC documentation," "partnership documentation," or "corporate documentation" of HCP or its applicable affiliates as provided for therein; (ii) with respect to any leases or UCC financing statements with or in favor of HCP or any affiliate of HCP, executing and delivering such other matters recordable documents as may be reasonably necessary required to terminate, release or advisable otherwise cause such matters to be omitted from the final ALTA Owner’s Policy of Title Insurance that BKD, at its expense, elects to obtain at closing, including the applicable leases and UCCs set forth on Schedule 5; (iii) executing a title affidavit with respect to the applicable NNN BKD Acquisition Community in connection a form consistent with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity the title affidavits executed in connection with the transactions contemplated 2017 MTCA (including, with respect to any of the mortgages, deeds of trust or deeds to secure debt (and related instruments) a statement therein that the loan secured thereby has been paid in full, to the extent required); and (iv) executing and delivering all such further documents or providing such additional information (to the extent in HCP’s reasonable possession and control utilizing reasonable efforts to locate the same and without any out-of-pocket cost or expense to HCP) as may be reasonably requested by BKD and/or required in order to (A) address any items that are shown on any surveys obtained by BKD and/or its affiliates, at its expense, with respect to any NNN BKD Acquisition Community prior to the consummation of the NNN BKD Acquisition that would materially adversely affect the ability to obtain financing for any BKD NNN Acquisition Community and (B) otherwise cause the matters set forth on Schedule 5-A and any similar-type matters or encumbrances to be omitted from, or corrected in, any final survey or ALTA Owner’s Policy of Title Insurance that BKD elects to obtain, at its expense, provided that any such further documents pursuant to this Agreementclause (iv) shall be in form and substance reasonably acceptable to HCP and shall not impose any duties, covenants or obligations on HCP or subject HCP to any liabilities, except that HCP will agree to execute and deliver such further documents or instruments in the nature of a quit claim deed or affidavits (or similar confirmations) that seek confirmation as to factual matters, provided that such confirmations are based upon the actions or inactions of HCP and/or its affiliates and are limited to actual knowledge (without investigation or the duty to conduct investigation) of [***] and impose no personal liability on such named knowledge parties. Notwithstanding the foregoing, no party need disclose HCP shall be required to any other party take such actions and deliver such documents or its authorized representatives any information instruments as necessary to cause the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege removal or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised termination of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerNon-Permitted Encumbrance(s).

Cooperation. For twelve (a12) Subject months following the Effective Date, Xxxxxx agrees to applicable Laws continue to make himself reasonably available to assist in the transition of his duties as requested by the Board of Directors or their expressly authorized designees. The Company agrees to reimburse Xxxxxx for time incurred on such assistance at the rate of $250 per hour plus reasonable expenses incurred by him (the “Consultancy Rate”) in the course of performing his duties and responsibilities. If approved by the Board, which approval shall not be unreasonably withheld, Xxxxxx shall be entitled to the Consultancy Rate for time incurred, and reimbursement of all attorneys’ fees incurred by Xxxxxx, responding to subpoenas or other legal process, providing testimony, or otherwise cooperating in or related to any administrative, investigative, civil, or criminal proceeding relating to the sharing Company or any of informationits current or former employees or agents. Xxxxxx agrees that he will be responsible for any and all tax liability, Sellers if any, arising from the payments received under this Paragraph 6. Xxxxxx agrees to cooperate with the Company on all reasonable requests. The scope and Buyer timing of such assistance shall have be mutually agreed upon in advance by Xxxxxx and the right to review in advance, and Company to the extent practicable practicable, but in each will consult case such work shall not materially interfere with any subsequent employment or engagement of Xxxxxx. This provision is intended to modify Section 8(b) of the other onEmployment Agreement to specify the per diem rate to be paid Xxxxxx. The remainder of Section 8(b) is incorporated herein by reference and is considered part of this Agreement. For the avoidance of doubt, all this Agreement (1) shall not infringe or prevent Xxxxxx in any way from asserting his rights under the information Fifth Amendment to the Constitution of the United States and (2) shall not require Xxxxxx to cooperate in a manner adverse to his own interests in any governmental investigation. To the extent that the Company seeks Xxxxxx’x cooperation relating to Sellers or Buyera matter in which Xxxxxx is represented by counsel, as the case may be, Company shall work directly with Xxxxxx’x counsel regarding the Company’s request for Xxxxxx’x assistance. The Company agrees to provide reasonable assistance and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity cooperation with Xxxxxx’x requests for information in connection with any legal proceeding, audit, or governmental investigation relating to matters within the transactions contemplated scope of Xxxxxx’x employment by this Agreement; provided, however, the Company. Xxxxxx understands that nothing in this Section 5.5(a) shall require Buyer Agreement prevents or is intended to provide prevent or discourage him from speaking to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection cooperating with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate government in any meeting with any Governmental Entity in respect of any filings, investigation ongoing or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerfuture investigations.

Cooperation. (a) Subject to the terms and conditions set forth in this Agreement, the Company, Parent and Merger Sub and their respective Representatives shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws relating to consummate and make effective the sharing of informationMerger and the other transactions contemplated by this Agreement as soon as reasonably practicable, Sellers including preparing, executing and Buyer shall have the right filing as promptly as reasonably practicable all documentation to review in advanceeffect all necessary notices, reports and other filings and to the extent obtain as promptly as practicable each will consult the other onall consents, all the information relating registrations, approvals, permits and authorizations necessary or advisable to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, be obtained from any third party and/or any Governmental Entity in connection order to consummate the Merger or any of the other transactions contemplated by this Agreement. If any objections are asserted with respect to the transactions contemplated hereby under any applicable Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, Parent and the Company shall use their commercially reasonable efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement; provided, howeverincluding in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby (including the Merger). In the event any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, Parent and the Company shall cooperate in all respects with each other and use their respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that nothing is in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act effect and that prohibits, prevents or other applicable antitrust Laws. In exercising the foregoing right, each restricts consummation of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the foregoingcontrary contained in this Agreement, no party need disclose to any other party or its authorized representatives any information nothing in this Agreement shall obligate Parent, Merger Sub, the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, Company or any of their respective Affiliatesaffiliates to take any action or commit to take any action, from or consent or agree to any third party and/or condition, restriction or undertaking requested or imposed by any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filingsEntity, investigation or other inquiry whether in connection with obtaining any regulatory approval or otherwise, if, in the good faith determination of Parent or the Company, respectively, such action, condition, restriction or undertaking, individually or in the aggregate, with all other such actions, conditions, restrictions or undertakings, would materially adversely affect the benefits, taken as a whole, that Parent or Company reasonably expects to derive from the transactions contemplated by this Agreement unless such party consults with Agreement; including, without limitation, (i) any requirement that Parent, the other party in advance andCompany, the Surviving Company or any of its or their subsidiaries (A) provide or commit to provide additional capital to the extent permitted Surviving Company and the Company, or (B) provide any maintenance, guarantee, keep-well or similar agreements or commitments that are more burdensome than currently required of the Company by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. (a) Subject to applicable Laws relating the terms and conditions of this Agreement, each Party shall each use its respective commercially reasonable efforts, in good faith, to take or cause to be taken all action reasonably necessary or desirable on its part so as to permit consummation of the transactions contemplated by this Agreement on or at the earliest reasonably practicable date including, without limitation, (i) to authorize, approve or permit the full and complete sale, conveyance, assignment or transfer of Purchased Assets, free and clear of any Encumbrances, and (ii) any consents or approvals of third persons as contemplated by Section 6.1, above. Without limiting the generality of the foregoing, subject to the sharing terms and conditions of informationthis Agreement, each Party shall cooperate and take such action and execute such other and further documents and instruments of transfer and assumption as reasonably may be requested from time to time after the Closing Date by any other Party to carry out the transfer of the Purchased Assets and the Business as contemplated by and otherwise effectuate the terms and provisions and intent of this Agreement. Subject to the terms and conditions of this Agreement, no Party hereto shall knowingly take or fail to take any action that would substantially impair the prospects of, or materially delay, completing the transactions contemplated by this Agreement. (b) Unless prohibited by applicable law, Sellers and Buyer or the Shareholder, as applicable, shall have the right give prompt notice to review in advancePurchasers, and Purchasers shall give prompt notice to Sellers, of (i) the occurrence, or failure to occur, of any event known to it which occurrence or failure would be reasonably likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the extent practicable each will consult Closing Date such that the other onconditions set forth in Section 7.1 or Section 8.1, all as applicable, would not be met if such failure to be true or accurate were to occur or be continuing on the information relating Closing Date, and (ii) any material failure of any Party known to Sellers or Buyersuch Party, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) each Party shall require Buyer use commercially reasonable efforts to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and remedy such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a partyfailure. (c) Sellers and Buyer shall each keep In the other apprised of the status of matters relating to completion of event that this Agreement is terminated without the transactions contemplated herebyhereby having been consummated, including upon the request of Sellers, Purchasers will and will cause their Representatives to promptly furnishing the other with redeliver or cause to be redelivered, all copies of notices or other communications received documents and information furnished by Sellers or BuyerSellers, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect Representatives to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry Party and their Representatives in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by this Agreement unless such party consults with Purchasers or their Representatives. (d) Each Party shall provide and shall request its auditors to provide the other party in advance and, to the extent permitted by Party with such Governmental Entity, gives historical financial information regarding it (and related audit reports and consents) as the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made Party may reasonably request for disclosure purposes under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerSecurities Laws.

Cooperation. Carnival and P&O Princess shall each cooperate with the other and (ai) use (and shall cause their respective Subsidiaries to use) all their respective reasonable best efforts promptly to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) use (and shall cause their respective Subsidiaries to use) all their respective reasonable best efforts to obtain as promptly as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party (other than Carnival Required Consents and P&O Princess Required Consents) necessary, proper or advisable to consummate the Transactions, and (iii) use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to obtain the Carnival Required Consents or P&O Princess Required Consents, as the case may be; provided that neither Party shall be required by this Section 4.5.2(ii) or (iii) to accept or agree to any conditions, terms or restrictions in connection with any such Carnival Required Consent or P&O Princess Required Consent, as the case may be, which, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on P&O Princess and/or Carnival after the Effective Time (it being understood that, for this purpose, materiality shall be considered with reference to the total equity market value of P&O Princess and Carnival as a unified commercial enterprise). Subject to applicable Laws relating to the sharing exchange of information, Sellers Carnival and Buyer P&O Princess shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers Carnival and its Subsidiaries or BuyerP&O Princess and its Subsidiaries, as the case may be, and any of their respective Affiliates, that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust LawsTransactions. In exercising the foregoing right, each of Seller Carnival and Buyer P&O Princess shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. (a) CareSource and CGHC agree to coordinate and cooperate with respect to each Required Approval and to promptly respond to any requests for information, inquiries or comment letters issued by any Governmental Authority in connection with a Required Approval and to promptly respond to any proposed undertakings or commitments sought by any Governmental Authority. Subject to such confidentiality restrictions as may be reasonably requested and applicable Laws relating to the sharing exchange of informationinformation and the other terms and conditions of this Section 5.4, Sellers and Buyer shall have without limiting the right specific obligations set forth herein, each of CareSource and CGHC will use commercially reasonable efforts to: (i) promptly inform the other of any substantive communication from any Governmental Authority regarding the transactions contemplated hereby; and (ii) afford the other a commercially reasonable opportunity to review in advanceand reasonably comment on drafts of any notices, filings and to the extent practicable each will consult the other on, all the information relating to Sellers applications filed or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this AgreementRequired Approvals; provided, however, that nothing any competitively-sensitive information shared among the Parties will be on an outside counsel-only basis. Each of CareSource and CGHC agree to include the other in any substantive meetings with any Governmental Authority related to any Required Approval or any consent, approval, waiver or clearance by such Governmental Authority and will mutually collaborate in developing strategy for responding to any investigation or other inquiry. With regard to the CMS Approval, CGHC, subject to good faith consultations with CareSource and good faith consideration of CareSource’s views and comments, shall take the lead in coordinating communications with CMS and developing strategy for responding to any investigation or other inquiry by CMS related to the CMS Approval. Upon the terms and subject to the conditions hereof, and except as otherwise expressly provided in this Section 5.5(a) Agreement, CareSource and CGHC shall require Buyer use, and each shall cause its respective Affiliates to use, reasonable best efforts to, as promptly as practicable obtain from or provide to any Seller any filing Governmental Authority all consents, licenses, Permits, waivers, approvals, authorizations, declarations, filings and notifications or Orders required to be obtained or made by Buyer under the HSR Act CareSource or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity CGHC in connection with the transactions contemplated by this AgreementRequired Approvals. Notwithstanding anything contained in this Agreement to the foregoingcontrary, no party need disclose CareSource shall not be obligated to agree to any other party or its authorized representatives any information the disclosure of which arrangement that would (iv) violate applicable Lawrequire CareSource, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party CGHC or any Affiliate of its Affiliates is CareSource to maintain a party. (c) Sellers and Buyer shall each keep the other apprised certain number of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices employees or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate minimum headcount in any meeting with any Governmental Entity in respect of any filings, investigation jurisdiction or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.region,

Cooperation. (a) Subject to applicable Laws relating to the sharing of information, Sellers CEI and Buyer CRI shall have the right to review in advance, cooperate fully at such time and to the extent practicable each will consult reasonably requested by the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions preparation and filing of any return or the conduct of any audit, dispute, proceeding, suit or action concerning any issues or any other matter contemplated by this Agreement; providedhereunder. Such cooperation shall include, howeverwithout limitation, that nothing in this Section 5.5(a(i) shall require Buyer to provide the retention and provision on demand of books, records, documentation or other information relating to any Seller Tax Return until the later of (x) the expiration of the applicable statute of limitations (giving effect to any extension, waiver, or mitigation thereof) and (y) in the event any claim has been made under this Agreement for which such information is relevant, until a Final Determination is made with respect to such claim; (ii) the provision of additional information with respect to, and an explanation of the tax practices (elections, accounting methods, conventions and principles of taxation) relating to, the material provided under clause (i) of this section; (iii) the execution of any document that may be necessary or reasonably helpful in connection with the filing made of any Tax Return by Buyer under any member of the HSR Act Consolidated Group, or other applicable antitrust Lawsin connection with any audit, proceeding, suit or action addressed in the preceding sentence; and (iv) the use of the parties' best efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing. In exercising the foregoing right, each of Seller Each party shall make its employees and Buyer shall act reasonably and as promptly as practicablefacilities available on a mutually convenient basis to facilitate such cooperation. (b) Sellers CEI and Buyer CRI shall each, upon request by use reasonable efforts to keep each other advised as to the other, furnish status of Tax audits and litigation involving any issue which relates to any Tax of the CRI Group or could give rise to a liability of the CRI Group (or any CRI Affiliate) under this Agreement (a "Liability Issue"). CEI and CRI shall each promptly notify the other with all information concerning itself and its Affiliates and such of any inquiries by any Tax Authority or any other matters as administrative, judicial or other governmental authority that relates to any Tax that may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or imposed on behalf of Sellers or Buyer the other or any Affiliate of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by other that might arise under this Agreement. Notwithstanding Without limiting the foregoing, no party need disclose each CRI Affiliate shall promptly furnish to CEI upon receipt a copy of any revenue agent's report or similar report, notice of proposed adjustment, or notice of deficiency received by such Affiliate relating to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party Liability Issue or any of its Affiliates is a partyadjustment described in Section 4.01(c) below. (c) Sellers CEI shall advise and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other consult with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity CRI with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with proposed Tax adjustments relating to the Consolidated Group that are the subject of an audit or investigation by any Governmental Entity in respect Tax Authority, or are the subject of litigation, that may affect any Tax or any Tax attribute of any filingsCRI Affiliate. However, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, CEI may resolve any proposed Tax adjustments relating to the extent permitted by such Governmental Entity, gives Consolidated Group or any Affiliate in the other party best interests of the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of BuyerConsolidated Group.

Cooperation. Acquiror shall timely perform and fulfill all covenants and obligations to be fulfilled or performed by it hereunder. Acquiror shall use its reasonable best efforts to satisfy all of the conditions set forth in Article VIII, to the end that the transactions contemplated hereby will be fully and timely consummated. SECTION 6.2 Publicity. Between the date hereof and the Closing Date, Acquiror, the Stockholders and the Company agree that, except as required by applicable Federal and state securities laws and regulations, each (a) Subject will make no (and will cause its affiliates not to applicable Laws relating to the sharing make any) public announcement of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with further progress regarding the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws hereby without the prior written approval consent of Buyerthe other, (b) will respond to all inquiries with respect to further progress regarding the transactions contemplated hereby by stating that its policy is to not comment on such matters, (c) will institute procedures to restrict knowledge of further progress regarding the transactions contemplated hereby to those who need to know, (d) will use its reasonable efforts to insure that no person who has knowledge of further progress regarding the proposed transactions contemplated hereby through it will trade in the securities of Acquiror, and (e) will notify the other of any rumor with respect to the transactions contemplated hereby received by it. In the event Acquiror determines that public disclosure of the progress of transactions contemplated hereby is necessary in public documents required to be filed by it or pursuant to the exception in the preceding sentence, it agrees to notify the Company of its intention to make such disclosure and provide the other with the text of the disclosure in advance of its release to the public.

Cooperation. (a) Subject Seller shall reasonably cooperate with Purchaser to applicable Laws provide necessary information and documents relating to Active Employees on employment and benefits matters, including material trade union agreements, employee representative agreements or Collective Bargaining Agreements, material individual or collective grievances in the sharing of information, Sellers and Buyer shall have the right to review in advance, and period prior to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance Closing and, to the extent permitted reasonably requested by such Governmental EntityPurchaser, gives Records relating to any Benefit Plan, Benefit Agreement or any other retirement or welfare benefit arrangement for any Post Business Employee in order to comply with Purchaser’s obligations pursuant to this Article VI. For the other party the opportunity to attend avoidance of doubt, Purchaser and participate thereat; providedSeller hereby specify, howeverin accordance with Treasury Regulation Section 1.409A-1(h)(4), that no all service providers providing services to Seller and its Affiliates immediately before the Closing and providing services to Purchaser and its Affiliates (including the Companies) on, after and in connection with the Closing not experience a “separation from service” upon the Closing for purposes of, and within the meaning of, such Treasury Regulation and Section 409A of the Code. Purchaser and Seller shall be permitted reasonably cooperate with each other regarding the payment of benefits pursuant to attend or participate the Seller Deferred Compensation Plan, the savings plan components of the Seller SERP and any other deferred compensation arrangement of the Seller Group, including Purchaser notifying Seller of the occurrence of a “separation from service” (within the meaning of Section 409A of the Code, where applicable) of any Active Employee and other service provider of the Companies who is a participant in any meeting of such plans or arrangements within 10 calendar days following the date on which any such separation occurs and, at such time, Purchaser shall provide Seller with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyersuch individual’s name and then current home address.

Cooperation. Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall cooperate with each other and use (aand shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws, including the Antitrust Laws, to consummate and make effective the Merger as soon as reasonably practicable and advisable, including (x) preparing and filing as promptly as reasonably practicable and advisable (and in any event shall make appropriate filings pursuant to the HSR Act within ten (10) Business Days of the Agreement Date) all documentation to effect all necessary notices, reports and other filings to, and to obtain as promptly as reasonably practicable and advisable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from, any third party and/or any Governmental Authority in order to consummate the Merger and the other Transactions and (y) executing and delivering any additional instruments necessary to consummate the Merger and the other Transactions and to fully carry out the purposes of this Agreement. Parent shall be responsible for all filing fees payable to a Governmental Authority in connection with all filings pursuant to Antitrust Laws hereunder. The Company and Parent, and their respective Subsidiaries and Representatives, shall, unless prohibited by applicable Law or the applicable Governmental Authority, (i) keep one another promptly apprised of any substantive communications with a Governmental Authority concerning the Merger or any of the other Transactions; (ii) provide each other in advance, with a reasonable opportunity for review and comment, drafts of contemplated substantive communications with any Governmental Authority concerning the Merger or any of the other Transactions; and (iii) provide each other advance notice of all pre-arranged meetings, conferences, or substantive discussions with a Governmental Authority concerning the Merger or any of the other Transactions, and, unless prohibited by the Governmental Authority, permit one another to attend and participate therein either directly or through counsel. Subject to applicable Laws relating to the sharing exchange of information, Sellers and Buyer subject to reasonable confidentiality considerations, limiting disclosure to outside counsel and consultants retained by such counsel, and subject to redaction or withholding of documents as necessary (A) to comply with contractual arrangements, (B) to remove references to valuation of the Company, and (C) to protect confidential and competitively sensitive information, Parent and the Company shall have the right to review reasonably in advanceadvance and, and to the extent practicable practicable, each will consult with the other onon and consider in good faith the views of the other in connection with, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity Authority in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall require Buyer to provide to any Seller any filing made by Buyer under Merger and the HSR Act or other applicable antitrust LawsTransactions. In exercising the foregoing rightrights, each of Seller the Company and Buyer Parent shall act reasonably and as promptly as practicable. (b) Sellers reasonably practicable and Buyer advisable. In furtherance of the foregoing rights, it is expressly understood and agreed that Parent shall each, upon request by have the other, furnish principal responsibility for devising and implementing the other strategy for obtaining any necessary antitrust or competition clearances and shall take the lead in joint meetings with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable any Governmental Authority in connection with obtaining any statementnecessary antitrust or competition clearances; provided, filing, notice or application made by or on behalf of Sellers or Buyer or that Parent and the Company shall consult in advance with each other and in good faith and take each other’s views into account prior to taking any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate material substantive position in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance andwritten submissions or, to the extent permitted by such Governmental Entitypracticable, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting discussions with any Governmental Entity Authority. Nothing in this Agreement shall require the Parties to take or agree to take any action with respect to its business or operations unless the effectiveness of any filing made under the HSR Act such agreement or other applicable antitrust Laws without the prior written approval of Buyeraction is conditioned upon Closing.

Cooperation. Following the date of this Agreement, the Parties shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to cooperate with respect to any employee compensation or benefits matters that either Party reasonably determines require the cooperation of the other Party in order to accomplish the objectives of this Agreement; provided that, J&J shall determine in its sole discretion which (aif any) Subject Tax or securities filings, rulings or other actions to applicable Laws relating pursue prior to the sharing Distribution Date regarding the treatment of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Sellers or Buyer, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity J&J Equity Awards in connection with the transactions contemplated by this AgreementSecond Step Transaction; provided, howeverprovided further, that nothing any Liabilities that may be incurred as a result of the Parties taking or failing to take any such actions (including in this Section 5.5(arespect of the continuing service credit provided under Sections 5.04 and 10.01) shall require Buyer to provide to any Seller any filing made by Buyer under be Kenvue Employee Liabilities or J&J Employee Liabilities, as applicable. Without limiting the HSR Act or other applicable antitrust Laws. In exercising generality of the foregoing rightpreceding sentence, each of Seller and Buyer the Parties shall act reasonably and as promptly as practicable. cooperate (ba) Sellers and Buyer shall each, upon request by the other, furnish the other with all information concerning itself and its Affiliates and such other matters as may be reasonably necessary or advisable in connection with any statementaudits of any Benefit Plan with respect to which such Party may have Information, filing, notice or application made by or on behalf of Sellers or Buyer or (b) in connection with any audits of their respective Subsidiaries to any third party and/or any payroll services (whether by a Governmental Entity Authority in the United States or otherwise) in connection with the transactions contemplated services provided by one Party to the other Party, (c) in connection with administering the J&J Benefit Plans and Kenvue Benefit Plans and (d) in good faith in connection with notifications to and consultations with works councils, labor unions and other employee representatives of employees of the J&J Group and the Kenvue Group. The obligations of the J&J Group and the Kenvue Group to cooperate pursuant to this Agreement. Notwithstanding Section 11.01 shall remain in effect until the foregoing, no party need disclose to any other party or its authorized representatives any information the disclosure later of which would (i) violate applicable Law, the date all audits of all Benefit Plans of one Party with respect to which the other Party may have Information have been completed and (ii) result in a breach the date the applicable statute of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (c) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity limitations with respect to such transactionsaudits has expired. Neither Sellers nor Buyer The J&J Group and the Kenvue Group shall participate in indemnify, defend and hold harmless the members of the Kenvue Group or the members of the J&J Group, as applicable, from and against any meeting with any Governmental Entity in respect and all Liabilities incurred by the Kenvue Group or the J&J Group, as applicable, that arise out of any filingsor result from the failure of the J&J Group or the Kenvue Group (or successor employer), investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in advance andas applicable, to provide the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate cooperation described in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyerthis Section 11.01 on a timely basis.