Each of Seller and Buyer agree and acknowledge that (i) this Unit Power Certificate was prepared by counsel for the Company as a benefit to Seller and Buyer, (ii) Seller and Buyer are not required to use this Agreement and do so in their own discretion and at their own risk and the Company makes no representation or warranty as to the completeness of, accuracy of or enforceability or validity of this Unit Power Certificate, (iii) Seller and Buyer have been advised by the Company to obtain their own legal and tax counsel to review this document and confirm that it accurately reflects their agreement, (iv) they shall indemnify and hold the Company harmless from any and all damages, losses, costs or liabilities (including legal fees and costs) arising out of or resulting from the transfer, sale and assignment of the Units from Seller to Buyer, and (v) the Company is a third party beneficiary of this Unit Power Certificate and entitled to rely up and enforce the provisions of this Unit Power Certificate applicable to the Company.
Each of Seller and Buyer shall (i) keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Competition Authority, and shall comply with any such inquiry or request as promptly as practicable (including a request for additional information or documentary material pursuant to the HSR Act), (ii) cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 7.4, including, subject to applicable Laws relating to the exchange of information, by permitting counsel for the other Party to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Competition Authority, (iii) provide counsel for the other Party with copies of all filings and submissions made by such Party and all correspondence and other written communications between such Party (and its advisors) and any Governmental Competition Authority and any other information supplied by such Party or its Affiliates to a Governmental Competition Authority or received from such a Governmental Competition Authority in connection with the Acquisition; provided, however, that materials may be redacted before being provided to the other Party as necessary to (x) comply with contractual arrangements or (y) address reasonable privilege or confidentiality concerns and (iv) furnish to the other Party such information and assistance as such Party reasonably may request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Competition Authority. Upon and subject to the terms of this Section 7.4, each Party agrees to cooperate and use its reasonable best efforts to assist in any defense by any other Party to the Acquisition before any Governmental Competition Authority reviewing the Acquisition, including by providing as promptly as practicable such information as may be requested by such Governmental Competition Authority or such assistance as may be reasonably requested by the other Party to this Agreement in such defense.
Each of Seller and Buyer shall use its reasonable efforts to complete negotiation of and agree in writing upon the form of the Ancillary Agreements, and, subject to each Party obtaining board of director or other similar management approval, to execute and deliver the Contribution Agreement, at least 5 Business Days prior to the scheduled Closing Date under Section 9.1.
