Common use of Efforts; Cooperation Clause in Contracts

Efforts; Cooperation. (a) The Parent parties and the Company shall, and the Company shall cause each of its Subsidiaries to, cooperate with each other and 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 Laws to consummate and make effective the Transactions contemplated by this Agreement and the other Ancillary Agreements as soon as practicable, including using commercially reasonable efforts to prepare and file as promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions contemplated by this Agreement and the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 4.4(a). Without limiting the generality of the foregoing, the Parties hereto (other than the Securityholder Representative) shall act promptly, and use their commercially reasonable efforts, and shall cooperate with each other, in making, or causing to be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing any additional information and documentary material that may be requested pursuant to State and Local Cannabis Laws as promptly as practicable) (collectively, “Regulatory Approval Materials”), in order to permit consummation of the Transactions. To the extent that any Regulatory Approval Materials must be submitted by the Company pursuant to State and Local Cannabis Laws, the Buyer shall have the opportunity to review all such Regulatory Approval Materials and all such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any fees (including up to, but not exceeding, $80,000 for the fees of attorneys and other third-party advisors of the Company) required to be paid in connection with such filings, applications and submissions shall be borne by the Buyer (including fees related to the spinoff of Maryland Sugarloaf). Buyer shall promptly pay the Company for any such costs following the receipt of a written invoice containing reasonable detail from the Company, and, to the extent any such amounts remain outstanding at Closing, such amounts shall be added to the Closing Cash Merger Consideration. Any fees of attorneys and other third-party advisor incurred by the Company in excess of $80,000 shall be paid by the Company.

Efforts; Cooperation. (a) The Parent parties and the Company shallSubject to Section 7.3(d), and the Company shall cause each of its Subsidiaries to, the Mosaic Parties and Cargill shall use their reasonable best efforts to cooperate with each other and use their respective commercially reasonable efforts to take or cause the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering 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 consummated as promptly as practicable after the Transactions contemplated by this Agreement date hereof in accordance with the terms hereof and the other Ancillary Agreements as soon as practicableTransaction Documents, including using commercially its reasonable best efforts (i) to prepare and file as make promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers any filings that may be required by such party under applicable Law or licenses necessary or advisable to be obtained from any third party and/or by any Governmental Entity in order to consummate the Transactions contemplated by this Agreement and the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 4.4(a). Without limiting the generality of the foregoing, the Parties hereto (other than the Securityholder Representative) shall act promptlyAuthority, and use their commercially reasonable efforts, and shall cooperate with each other, in making, or causing to be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing supply promptly any additional information and or documentary material that may be requested pursuant by a Governmental Authority, if any, (ii) to State obtain all other consents, approvals and Local Cannabis Laws authorizations that are required to be obtained by such party under any federal, state, local or foreign Law, (iii) to lift or rescind any Order prohibiting the consummation of the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offering, (iv) to effect as promptly as practicablepracticable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) (collectively, “Regulatory Approval Materials”), in order to permit consummation satisfy all conditions to this Agreement. In furtherance of the Transactions. To foregoing, each of the extent that any Regulatory Approval Materials must be submitted by the Company pursuant to State and Local Cannabis Laws, the Buyer parties shall have the opportunity to review take all such Regulatory Approval Materials and all such Regulatory Approval Materials shall action as may be in reasonably necessary or appropriate under the form reasonably acceptable to the Buyer. Any fees (including up to, but not exceeding, $80,000 for the fees of attorneys and other third-party advisors securities or “blue sky” laws of the CompanyUnited States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) required to be paid in connection with such filingsthe Merger, applications the Split-off, the Initial Debt Exchange and submissions the First Formation Offering (provided that neither Mosaic nor M Holdings shall be borne by the Buyer (including fees related required to the spinoff file any general consent to service of Maryland Sugarloafprocess or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent). Buyer , and Mosaic and M Holdings shall promptly pay the Company for any such costs following the receipt of a written invoice containing prepare and file, and shall use its reasonable detail from the Company, and, best efforts to the extent any such amounts remain outstanding at Closing, such amounts shall be added have approved prior to the Closing Cash Date, an application for the listing on the NYSE of the M Holdings Common Stock issuable pursuant to the Merger Consideration. Any fees and the M Holdings Common Stock issuable upon conversion of attorneys the M Holdings Class A Common Stock and other third-party advisor incurred by M Holdings Class B Common Stock issuable in the Company in excess Merger, subject to official notice of $80,000 shall be paid by the Companyissuance.

Efforts; Cooperation. (a) The Parent Each of the parties and the Company shall, and the Company shall cause each of agrees to use its Subsidiaries to, cooperate with each other and use their respective commercially reasonable best efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective as promptly as practicable the Transactions contemplated by this Agreement and to cooperate with the other Ancillary Agreements as soon as practicablein connection with the foregoing, including using commercially its reasonable best efforts (i) to prepare and file as make promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers any filings that may be required under applicable Law or licenses necessary or advisable to be obtained from any third party and/or by any Governmental Entity in order to consummate the Transactions contemplated by this Agreement and the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 4.4(a). Without limiting the generality of the foregoing, the Parties hereto (other than the Securityholder Representative) shall act promptlyAuthority, and use their commercially reasonable efforts, and shall cooperate with each other, in making, or causing to be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing supply promptly any additional information and or documentary material that may be requested pursuant by a Governmental Authority, if any, (ii) to State obtain all other consents, approvals and Local Cannabis Laws authorizations that are required to be obtained under any federal, state, local or foreign Law or regulation (including any approval from relevant insurance regulatory authorities in Missouri and New York), (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement, (iv) to effect as promptly as practicablepracticable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) (collectively, “Regulatory Approval Materials”), in order to permit consummation fulfill all conditions to this Agreement. In furtherance of the Transactions. To foregoing, each of the extent that any Regulatory Approval Materials must be submitted by the Company pursuant to State and Local Cannabis Laws, the Buyer parties shall have the opportunity to review take all such Regulatory Approval Materials and all such Regulatory Approval Materials shall action as may be in reasonably necessary or appropriate under the form reasonably acceptable to the Buyer. Any fees (including up to, but not exceeding, $80,000 for the fees of attorneys and other third-party advisors securities or “blue sky” laws of the CompanyUnited States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) required to be paid in connection with such filingsthe Transactions (provided that RGA shall not be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent), applications and submissions RGA shall prepare and file, and shall use all reasonable efforts to have approved prior to the Recapitalization, an application for the listing on the NYSE of the Recapitalized Shares, subject to official notice of issuance, and shall prepare and file a Form 8-A to register the RGA Class A Common Stock and the RGA Class B Common Stock under the Exchange Act. MetLife shall be borne by the Buyer (including fees related to the spinoff of Maryland Sugarloaf). Buyer responsible for, and shall promptly reimburse RGA for, or upon request pay the Company for for, any such costs following the receipt filing fees required under any “blue sky” laws of a written invoice containing reasonable detail from U.S. or foreign jurisdiction in connection with the CompanySplit-Off, andany Public Debt Exchange, to the extent any such amounts remain outstanding at Closing, such amounts shall be added to the Closing Cash Merger ConsiderationPrivate Debt Exchange or any Additional Split-Offs. Any fees of attorneys and other third-party advisor incurred by the Company in excess of $80,000 shall be paid by the Company.A-33

Efforts; Cooperation. (a) The Parent parties Buyer and the Company shall, and the Company shall cause each of its Subsidiaries to, cooperate with each other and 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 Laws to consummate and make effective the Transactions contemplated by this Agreement and the other Ancillary Agreements as soon as practicable, including using commercially reasonable efforts to prepare and file as promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions contemplated by this Agreement and the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 4.4(a5.3(a). Without limiting the generality of the foregoing, the Parties parties hereto (other than the Securityholder Representative) shall act promptly, and use their commercially reasonable best efforts, and shall cooperate with each other, in making, or causing to be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing any additional information and documentary material that may be requested pursuant to State and Local Cannabis Laws as promptly as practicable) (collectively, “Regulatory Approval Materials”), in order to permit consummation of the Transactions. To the extent that any Regulatory Approval Materials must be submitted by the Company pursuant to State and Local Cannabis Laws, the Buyer shall have the opportunity to review all such Regulatory Approval Materials and all such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any fees (including up to, but not exceeding, $80,000 for the fees of attorneys and other third-party advisors of the Company) required to be paid in connection with such filings, applications and submissions shall be borne equally by the Members, on the one hand, and the Buyer (including fees related to and the spinoff of Maryland Sugarloaf). Buyer shall promptly pay Parent, on the Company for any such costs following the receipt of a written invoice containing reasonable detail from the Company, and, to the extent any such amounts remain outstanding at Closing, such amounts shall be added to the Closing Cash Merger Consideration. Any fees of attorneys and other third-party advisor incurred by the Company in excess of $80,000 shall be paid by the Companyhand.

Efforts; Cooperation. (a) The Parent parties Subject to the terms and the Company shallconditions of this Agreement, each party shall use its reasonable best efforts to, and the Company shall cause each of its Subsidiaries to, cooperate with each other and to use their respective commercially reasonable best efforts to take to, as soon as practicable after the date hereof, (i) take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on its part under this Agreement and applicable Laws and regulations to consummate the Merger and make effective the Transactions other transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) to obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Entity necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to conduct the other Ancillary Agreements business of the Surviving Corporation and its Subsidiaries after the Closing Date in the same manner as soon conducted by the Company and its Subsidiaries as practicable, including using commercially reasonable efforts to prepare of the date hereof. In furtherance and file as promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Entity not in order to consummate the Transactions contemplated by this Agreement and the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 4.4(a). Without limiting the generality limitation of the foregoing, (x) each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the Parties hereto HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten (other than 10) Business Days of the Securityholder Representative) shall act promptly, date hereof and use their commercially reasonable efforts, and shall cooperate with each other, in making, or causing to be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding respond as promptly as practicable to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing any request for additional information and documentary material that may be requested pursuant to State the HSR Act and Local Cannabis Laws to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (y) the Company and its Subsidiaries agree to provide notice of and apply for approval of change of control to FINRA under FINRA Rule 1017 as promptly as practicablepracticable and in any event within ten (10) (collectively, “Regulatory Approval Materials”), in order to permit consummation Business Days of the Transactions. To the extent that date hereof and to respond as promptly as practicable to any Regulatory Approval Materials must be submitted request for additional information and documentary material made by the Company FINRA pursuant to State and Local Cannabis Laws, the Buyer shall have the opportunity to review all such Regulatory Approval Materials and all such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any fees (including up to, but not exceeding, $80,000 for the fees of attorneys and other third-party advisors of the Company) required to be paid in connection with such filings, applications and submissions shall be borne by the Buyer (including fees related to the spinoff of Maryland Sugarloaf). Buyer shall promptly pay the Company for any such costs following the receipt of a written invoice containing reasonable detail from the Company, and, to the extent any such amounts remain outstanding at Closing, such amounts shall be added to the Closing Cash Merger Consideration. Any fees of attorneys and other third-party advisor incurred by the Company in excess of $80,000 shall be paid by the Companyrule.

Efforts; Cooperation. (a) The Parent Each of the parties and the Company shall, and the Company shall cause each of agrees to use its Subsidiaries to, cooperate with each other and use their respective commercially reasonable best efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective as promptly as practicable the Transactions contemplated by this Agreement and to cooperate with the other Ancillary Agreements as soon as practicablein connection with the foregoing, including using commercially its reasonable best efforts (i) to prepare and file as make promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers any filings that may be required under applicable Law or licenses necessary or advisable to be obtained from any third party and/or by any Governmental Entity in order to consummate the Transactions contemplated by this Agreement and the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 4.4(a). Without limiting the generality of the foregoing, the Parties hereto (other than the Securityholder Representative) shall act promptlyAuthority, and use their commercially reasonable efforts, and shall cooperate with each other, in making, or causing to be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing supply promptly any additional information and or documentary material that may be requested pursuant by a Governmental Authority, if any, (ii) to State obtain all other consents, approvals and Local Cannabis Laws authorizations that are required to be obtained under any federal, state, local or foreign Law or regulation (including any approval from relevant insurance regulatory authorities in Missouri and New York), (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement, (iv) to effect as promptly as practicablepracticable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) (collectively, “Regulatory Approval Materials”), in order to permit consummation fulfill all conditions to this Agreement. In furtherance of the Transactions. To foregoing, each of the extent that any Regulatory Approval Materials must be submitted by the Company pursuant to State and Local Cannabis Laws, the Buyer parties shall have the opportunity to review take all such Regulatory Approval Materials and all such Regulatory Approval Materials shall action as may be in reasonably necessary or appropriate under the form reasonably acceptable to the Buyer. Any fees (including up to, but not exceeding, $80,000 for the fees of attorneys and other third-party advisors securities or “blue sky” laws of the CompanyUnited States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) required to be paid in connection with such filingsthe Transactions (provided that RGA shall not be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent), applications and submissions RGA shall prepare and file, and shall use all reasonable efforts to have approved prior to the Recapitalization, an application for the listing on the NYSE of the Recapitalized Shares, subject to official notice of issuance, and shall prepare and file a Form 8-A to register the RGA Class A Common Stock and the RGA Class B Common Stock under the Exchange Act. MetLife shall be borne by the Buyer (including fees related to the spinoff of Maryland Sugarloaf). Buyer responsible for, and shall promptly reimburse RGA for, or upon request pay the Company for for, any such costs following the receipt filing fees required under any “blue sky” laws of a written invoice containing reasonable detail from U.S. or foreign jurisdiction in connection with the CompanySplit-Off, andany Public Debt Exchange, to the extent any such amounts remain outstanding at Closing, such amounts shall be added to the Closing Cash Merger Consideration. Any fees of attorneys and other thirdPrivate Debt Exchange or any Additional Split-party advisor incurred by the Company in excess of $80,000 shall be paid by the CompanyOffs.

Efforts; Cooperation. (a) The Parent parties Between the date hereof and the Company earlier of the Closing and the termination of this Agreement in accordance with its terms, the Parties shall, and the Company shall cause each of its Subsidiaries their respective controlled Affiliates to, cooperate with each other and use their respective commercially 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 their respective parts under this Agreement and applicable Laws to satisfy the conditions set forth in Article VII and to consummate and make effective the Transactions transactions contemplated by this Agreement and with the other Ancillary Agreements intent of effecting the Closing as soon promptly as practicable, including using commercially reasonable efforts preparing and filing all documentation to prepare effect all necessary notices, reports and file other filings, and to obtain or make as promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, registrations, notifications, approvals, registrationswaivers, authorizationsGovernment Orders, waivers or licenses interpretive guidance, exemptions, Permits, expiration of any waiting periods and authorizations necessary or advisable to be obtained from or made to any third party and/or any Governmental Entity Government Authority (including the Required HSR Act Clearances) in order to consummate the Transactions transactions contemplated by this Agreement Agreement; provided, however, that each Party agrees to, and to cause its respective controlled Affiliates to, reasonably consult with each other in advance of any filing or notice, and agrees to consider and reasonably take into account the views of the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 4.4(a)Party in connection with each such filing or notice. Without limiting the generality of the foregoing, the Parties hereto (other than the Securityholder Representative) shall act promptly, and use their commercially reasonable effortseach Party shall, and shall cooperate with each othercause its respective controlled Affiliates to, make timely and as promptly as practicable (and in making, or causing to be made, any filings, applications, no event later than 15 calendar days after the date hereof) all filings and submissions and notices required under State any applicable Law in connection with this Agreement and Local Cannabis Laws the transactions contemplated hereby, including filing the notifications and report forms and related materials required under the HSR Act (including responding to any follow-up inquiries or requests relating to such filingsas contemplated by the Required HSR Act Clearances), applications, submissions and notices and providing file promptly any additional information and documentary material that may be requested pursuant to State and Local Cannabis Laws as promptly as practicable) (collectivelyunder any applicable Law in connection therewith, “Regulatory Approval Materials”), in order to permit consummation after receipt of the Transactions. To the extent that request therefor, and any Regulatory Approval Materials must be submitted by the Company pursuant to State and Local Cannabis Laws, the Buyer shall have the opportunity to review all such Regulatory Approval Materials and all such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any filing fees (including up to, but not exceeding, $80,000 for the fees of attorneys and other third-party advisors of the Company) required to be paid in connection with such filings, applications and submissions shall be borne by the Buyer (including fees related to the spinoff of Maryland Sugarloaf). Buyer shall promptly pay the Company for any such costs following the receipt of a written invoice containing reasonable detail from the Company, and, to the extent any such amounts remain outstanding at Closing, such amounts shall be added to the Closing Cash Merger Consideration. Any fees of attorneys and other third-party advisor incurred by the Company in excess of $80,000 associated therewith shall be paid by the CompanyParty making such filing or submission (and, in the case of the HSR Act, the “Acquiring Person” as defined therein).

Efforts; Cooperation. (a) The Parent parties Buyer and the Company shall, and the Company shall cause each of its Subsidiaries to, cooperate with each other and 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 Laws to consummate and make effective the Transactions contemplated by this Agreement and the other Ancillary Agreements as soon as practicable, including using commercially reasonable efforts to prepare and file as promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions contemplated by this Agreement and the other Ancillary Agreements, including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 4.4(a5.3(a). Without limiting the generality of the foregoing, the Parties parties hereto (other than the Securityholder Representative) shall act promptly, and use their commercially reasonable best efforts, and shall cooperate with each other, in making, or causing to be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing any additional information and documentary material that may be requested pursuant to State and Local Cannabis Laws as promptly as practicable) (collectively, “Regulatory Approval Materials”), in order to permit consummation of the Transactions. To the extent that any Regulatory Approval Materials must be submitted by the Company pursuant to State and Local Cannabis Laws, the Buyer shall have the opportunity to review all such Regulatory Approval Materials and all such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any fees (including up to, but not exceeding, $80,000 for the fees of attorneys and other third-party advisors of the Company) required to be paid in connection with such filings, applications and submissions shall be borne equally by the Stockholders, on the one hand, and the Buyer (including fees related to and the spinoff of Maryland Sugarloaf). Buyer shall promptly pay Parent, on the Company for any such costs following the receipt of a written invoice containing reasonable detail from the Company, and, to the extent any such amounts remain outstanding at Closing, such amounts shall be added to the Closing Cash Merger Consideration. Any fees of attorneys and other third-party advisor incurred by the Company in excess of $80,000 shall be paid by the Companyhand.