Common use of Efforts; Filings Clause in Contracts

Efforts; Filings. (a) Subject to Section 6.6, upon the terms and subject to the conditions of this Agreement, each Party shall use its reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of Law or otherwise, so as to, as promptly as practicable, (i) permit consummation of the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares and the PC/CM Transferred Shares and (iii) otherwise enable consummation of the Transactions, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. (b) As promptly as practicable after the date hereof (but in no event later than 10 days after the date hereof), (i) if and to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Without limiting the foregoing and subject to Section 6.6, each of Citigroup and Xxxx Xxxxx hereby agrees to use its reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits and Consents of all Governmental Authorities and other Persons necessary to consummate the Transactions as promptly as reasonably practicable. In connection with effecting any such filing or obtaining any such Permit or Consent necessary to consummate the Transactions, each of Citigroup and Xxxx Xxxxx shall, subject to the Requirements of Law (i) permit 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 Authority and (ii) provide counsel for the other Party with copies of all filings made by such Party and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries to, or received from, a Governmental Authority; provided, however, that materials may be redacted or withheld (A) to the extent that they concern the valuation of the CAM Business or the PC/CM Business, as the case may be, or alternatives to the Transactions and (B) as necessary to comply with contractual arrangements.

Efforts; Filings. (a) Subject to Section 6.6, upon the terms and subject to the conditions of this Agreement, each Party of GFI, Sellers and Purchaser shall use its their reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of applicable Law or otherwise, including taking actions to avoid the imposition of an Order preventing or delaying the consummation of the Sale, so as to, as promptly as practicable, (i) permit consummation of consummate the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares and the PC/CM Transferred Shares and (iii) otherwise enable consummation of the TransactionsSale, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.2 and the Non-Disclosure Agreement, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding the Sale and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the Sale. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.3 may be redacted (A) to remove references concerning the valuation of the Trayport Companies, (B) as necessary to comply with contractual arrangements, or (C) as necessary to address reasonable legal privilege concerns. (b) As promptly as practicable after Notwithstanding anything to the date hereof (but contrary in no event later than 10 days after the date hereofSection 6.3(a), Purchaser shall not be required to (and Sellers shall not and shall not permit the Trayport Companies to) (i) agree to sell, divest, hold separate, license or otherwise dispose of assets or businesses of Purchaser or its Subsidiaries or Affiliates (including the Trayport Companies) (each, a “Divestiture”) or (ii) otherwise take or commit to take actions (each, an “Action”) that after the Closing Date would limit the Purchaser’s or its Subsidiaries’ or Affiliates’ (including the Trayport Companies’) freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (which term shall include the Trayport Companies) or Affiliates’ businesses, product lines or assets, in each case, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the Closing; provided, however, that Purchaser shall be required to agree to such Divestitures or Actions pursuant to this Section 6.3, if and such Divestitures or Actions (individually or in the aggregate) relate only to the extent required under Trayport Entities and would not be reasonably likely to reduce (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act combined annual revenues of 1976the Trayport Entities by twenty million ($20 million) or more or (B) the combined annual EBITDA of the Trayport Entities by ten million dollars ($10 million) or more, as amendedin each case in any twelve month period; provided, and further, that the rules and regulations promulgated thereunder (consummation of any such Divestiture or Action shall be contingent upon the “HSR Act”)consummation of the Sale. Notwithstanding anything in this Section 6.3, Citigroup and Xxxx Xxxxx Purchaser shall prepare and file all documents and notifications with the FTC and the DOJ as are not be required to comply initiate or defend any litigation with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, regard to any Order issued or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Actby a Governmental Authority. (c) Without limiting No Party shall participate in any meeting with any Governmental Authority in connection with this Agreement (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the foregoing other Parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and subject participate thereat. (d) Each of Sellers and Purchaser agrees to, and to Section 6.6cause their respective Affiliates to, each of Citigroup and Xxxx Xxxxx hereby agrees to use its their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits permits, consents, clearances, approvals and Consents authorizations of all Governmental Authorities and other Persons necessary to consummate the Transactions Sale (or permit the Business to be operated in the same manner following the Sale) as promptly as practicable, in particular, each Party shall, and shall procure that its Subsidiaries and Affiliates (including the Trayport Companies) will, as promptly as practicable, provide the other Parties all such assistance and information as may reasonably practicablebe required. In connection furtherance and not in limitation of the foregoing, (i) each of Sellers and Purchaser agree to make an appropriate filing of a Notification and Report Form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”) with effecting respect to Sellers’ receipt of the Aggregate Share Consideration as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (the “HSR Approval”) as soon as practicable, and (ii) Purchaser agrees to submit advanced draft notifications with any applicable Governmental Authority listed in Section 6.3(d) of the Purchaser Disclosure Letter as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement. If the Parties receive any request for information or documentary materials from any Governmental Authority, the Parties will use their respective reasonable best efforts to respond to such request as promptly as possible and counsel for the Parties will reasonably cooperate during the entirety of any such process. Purchaser shall be responsible for all filing fees under the HSR Act and other Regulatory Laws applicable to the transactions contemplated by this Agreement. (e) Purchaser shall not, and shall not permit any of its Subsidiaries or Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or take any other action if the entering into of a definitive agreement relating to the consummation of such acquisition, merger, consolidation or other action could reasonably be expected to (i) impose any significant delay in the obtaining of or significantly increase the risk of not obtaining, any such Permit authorizations, consents, orders, declarations or Consent approvals of any Governmental Authority necessary to consummate the TransactionsSale or the expiration or termination of any applicable waiting period, each (ii) significantly increase the risk of Citigroup and Xxxx Xxxxx shall, subject to the Requirements of Law (i) permit 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 Authority and entering an order prohibiting the consummation of the Sale, (iiiii) provide counsel for significantly increase the other Party with copies risk of all filings made by not being able to remove any such Party and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries toorder on appeal or otherwise, or received from, a Governmental Authority; provided, however, that materials may be redacted (iv) significantly delay or withheld (A) to prevent the extent that they concern the valuation consummation of the CAM Business or the PC/CM Business, as the case may be, or alternatives to the Transactions and (B) as necessary to comply with contractual arrangementsSale.

Efforts; Filings. (a) Subject to Section 6.6, upon the terms and subject to the conditions of this Agreement, each Party of Seller and Purchasers shall use its their reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of applicable Law or otherwise, otherwise so as to, as promptly as practicable, (i) permit consummation of to consummate the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares and the PC/CM Transferred Shares and (iii) otherwise enable consummation of the TransactionsSale, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.3 and the Non-Disclosure Agreement, and to the extent not prohibited by Law or the applicable Governmental Authority, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority (excluding, in the case of communication by Seller and its Affiliates, the CMA to the extent that such communications are not directly in relation to any of this Agreement, the NGX Agreement or Purchasers or their Affiliates) regarding the Sale and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies) of all correspondence, filings and communications between the Party and any Governmental Authority (excluding, in the case of communication by Seller and its Affiliates, the CMA to the extent that such communications are not directly in relation to any of this Agreement, the NGX Agreement or Purchasers or their Affiliates) regarding the Sale. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchasers or Seller, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.4 may be redacted (A) to remove references concerning the valuation of the Trayport Companies, (B) as necessary to comply with contractual arrangements, or (C) as necessary to address reasonable legal privilege concerns. (b) As promptly as practicable after No Party shall participate in any meeting with any Governmental Authority in connection with this Agreement (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the date hereof (but other Parties in no event later than 10 days after advance and, to the date hereof)extent not prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate thereat; provided, however, that: (i) if only Purchasers and their representatives shall attend and participate in Purchasers’ initial communications with, and all telephone calls from, Canadian securities regulators in connection with the sale of the NGX/Shorcan Equity Interests pursuant to the NGX Agreement and (ii) this Section 6.4(b) shall not apply to meetings or telephone or other conversations which Seller or its Affiliates alone may have with the CMA in relation to the CMA Orders unless such meeting or telephone or other conversation is directly in relation to any of this Agreement, the NGX Agreement or Purchasers or their Affiliates. If Seller or its Affiliates has any material substantive discussions with the CMA regarding any of this Agreement, the NGX Agreement or Purchasers or their Affiliates, Seller shall promptly inform Purchasers of such discussions and the nature and substance thereof (to the extent required under permitted by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, CMA and the rules and regulations promulgated thereunder (the “HSR Act”applicable Law), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Without limiting the foregoing Each of Seller and subject Purchasers agree to, and to Section 6.6cause their respective Affiliates to, each of Citigroup and Xxxx Xxxxx hereby agrees to use its their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits permits, consents, clearances, approvals and Consents authorizations of all Governmental Authorities and other Persons necessary to consummate the Transactions Sale (or permit the Business to be operated in the same manner following the Sale) as promptly as practicable, in particular, each Party shall, and shall procure that its Subsidiaries and Affiliates (including the Trayport Companies) will, as promptly as practicable, provide the other Parties all such assistance and information as may reasonably practicablebe required. In connection If either or both of the Parties receive any request for information or documentary materials from any Governmental Authority (including in relation to the Trayport Companies’ compliance with effecting any such filing or obtaining any such Permit or Consent necessary to consummate the TransactionsCMA Orders), each of Citigroup the Parties will use their respective reasonable best efforts to respond to and Xxxx Xxxxx shall, subject provide reasonably required information in respect of such request to the Requirements of Law (i) permit such Governmental Authority as promptly as possible and counsel for the other Party to review in advance, and consider in good faith Parties will reasonably cooperate during the views entirety of the other Party in connection with, any proposed written communication to any Governmental Authority and (ii) provide counsel for the other Party with copies of all filings made by such Party and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries to, or received from, a Governmental Authority; provided, however, that materials may be redacted or withheld (A) to the extent that they concern the valuation of the CAM Business or the PC/CM Business, as the case may be, or alternatives to the Transactions and (B) as necessary to comply with contractual arrangementsprocess.

Efforts; Filings. (a) Subject to Section 6.6, upon the terms and subject to the conditions of this Agreement, each Party Sellers and Purchaser shall use its their reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of applicable Law or otherwise, otherwise so as to, as promptly as practicable, (i) permit consummation of to consummate the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares and the PC/CM Transferred Shares and (iii) otherwise enable consummation of the TransactionsSale, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. (b) As promptly as practicable after . Subject to Section 6.3 and the date hereof (but in no event later than 10 days after the date hereof)Non-Disclosure Agreement, (i) if and to the extent required under not prohibited by Law or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Without limiting the foregoing and subject to Section 6.6applicable Governmental Authority, each of Citigroup and Xxxx Xxxxx hereby agrees to use its reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits and Consents of all Governmental Authorities and other Persons necessary to consummate the Transactions as promptly as reasonably practicable. In connection with effecting any such filing or obtaining any such Permit or Consent necessary to consummate the Transactions, each of Citigroup and Xxxx Xxxxx shall, subject to the Requirements of Law Party shall (i) permit counsel for the other Party Parties to review and discuss in advance, and consider in good faith the views of the other Party Parties in connection with, any proposed written (or any material proposed oral) communication to with any Governmental Authority (excluding, in the case of communication by Purchaser and its Affiliates, the CMA to the extent that such communications are not directly in relation to any of this Agreement, the Trayport Agreement or Sellers or their Affiliates) regarding the Sale and (ii) provide counsel for promptly inform the other Party Parties (and if in writing, provide the other Parties or their counsel with copies copies) of all correspondence, filings made by such and communications between the Party and all written correspondence between such Party (and its advisors) with any Governmental Authority (excluding, in the case of communication by Purchaser and any other written information supplied by such Party and such Party’s Subsidiaries toits Affiliates, or received from, a Governmental Authority; provided, however, that materials may be redacted or withheld (A) the CMA to the extent that they concern such communications are not directly in relation to any of this Agreement, the valuation of Trayport Agreement or Sellers or their Affiliates) regarding the CAM Business or the PC/CM BusinessSale. The Parties may, as the case may beeach deems advisable and necessary, or alternatives reasonably designate any competitively sensitive material provided to the Transactions and (B) as necessary to comply with contractual arrangements.other Parties under this

Efforts; Filings. (a) Subject to Section 6.6, upon the terms and subject to the conditions of this Agreement, each Party of Parent and Purchaser shall use its reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of applicable Law or otherwise, so as to, as promptly as practicable, (i) permit consummation of consummate the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares contemplated by this Agreement and the PC/CM Transferred Shares and (iii) otherwise enable consummation of the TransactionsRelated Agreements, and each such Party shall, and shall cause its respective Affiliates (and in the case of Parent, the Cantor Group) to, cooperate fully to that end. Subject to Section 6.2 and the Non-Disclosure Agreement, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding the transactions contemplated by this Agreement and the Related Agreements; and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the transactions contemplated by this Agreement and the Related Agreements. The Parties may, as each deems advisable or necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.4 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.4 may be redacted (x) to remove references concerning the valuation of the Business, (y) as necessary to comply with contractual arrangements, or (z) as necessary to address reasonable legal privilege concerns. (b) As promptly as practicable after Without limiting the date hereof provisions of Section 6.4(a) and notwithstanding any other provision of this Agreement, Purchaser shall take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law (but in no event later than 10 days after the date hereof), (i) if and to the extent required under including the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “"HSR Act”"), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material ) that may be requested pursuant asserted with respect to the HSR Act. (c) Without limiting transactions contemplated by this Agreement and the foregoing and subject Related Agreements so as to Section 6.6, each of Citigroup and Xxxx Xxxxx hereby agrees enable the Closing to use its reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits and Consents of all Governmental Authorities and other Persons necessary to consummate the Transactions as promptly as reasonably practicable. In connection with effecting any such filing or obtaining any such Permit or Consent necessary to consummate the Transactions, each of Citigroup and Xxxx Xxxxx shall, subject to the Requirements of Law (i) permit 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 Authority and (ii) provide counsel for the other Party with copies of all filings made by such Party and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries to, or received from, a Governmental Authorityoccur expeditiously; provided, however, that materials may Purchaser shall not be redacted obligated to divest: (i) the Business, or withheld (Aii) assets unrelated to a marketplace of transactions in U.S. Treasury Securities, except to the extent that they concern such assets are immaterial or (iii) any technology that Purchaser is required pursuant to the valuation next sentence to be willing to agree to license. In addition, if required to consummate the transactions contemplated by this Agreement and the Related Agreements, Purchaser will, with respect to any third-party competitor of the CAM Business or the PC/CM Business, as the case may be, or alternatives both (A) license (non-exclusively with respect to the Transactions Purchaser) Purchaser's Competitive Technology for use by such competitor in operating a marketplace of transactions in U.S. Treasury Securities and (B) as necessary permit access to, and the right to comply with contractual arrangements.modify, the source code underlying such Competitive Technology. For purposes of the foregoing sentence, the Parties intend that such grant of a license and access shall, if required to consummate the transactions contemplated by this

Efforts; Filings. (a) Subject to Section 6.6, upon Each of the terms and subject to the conditions of this Agreement, each Party parties hereto shall use its commercially reasonable best efforts to takeobtain all authorizations, agree consents, Governmental Orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents and shall cooperate fully with the other parties hereto in promptly seeking to takeobtain all such authorizations, consents, Governmental Orders and approvals. Each party hereto agrees to (i) promptly make, or cause to be takenmade, any the appropriate filings and all actions notifications in connection with the Required Antitrust Clearances and with respect to do, or cause to be done, any the transactions contemplated by this Agreement; and all things reasonably necessary, proper or advisable under any Requirement of Law or otherwise, so as to, (ii) supply as promptly as practicable, (i) permit consummation of the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares and the PC/CM Transferred Shares and (iii) otherwise enable consummation of the Transactions, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. (b) As promptly as practicable after the date hereof (but in no event later than 10 days after the date hereof), (i) if and to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, appropriate Governmental Authorities any additional information and documentary material that may be requested by such Governmental Authorities in connection with the Required Antitrust Clearances or with respect to the transactions contemplated by this Agreement and the other Transaction Documents. All filing fees and payments to any Governmental Authority in order to obtain any authorizations, consents, Governmental Orders or approvals pursuant to this Section 6.02 shall be borne equally by Purchaser and Seller. (b) The parties hereto agree to coordinate, cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.02(a), including the HSR Actpreparation and making of the filings and notifications referred to therein and, if requested, amending or furnishing additional information hereunder, including, subject to applicable Law, providing copies of all related documents to the non-filing parties’ outside legal counsel prior to filing; provided, that such material may be redacted as necessary to (i) comply with contractual arrangements; (ii) address good faith legal privilege or confidentiality concerns; (iii) comply with applicable Law; and (iv) remove references concerning the valuation of the Company, and, to the extent practicable, none of the parties hereto shall file any such document or have any material communication with any Governmental Authority without prior consultation with the other parties hereto. To the extent that any Governmental Authority raises any objection or proposes any condition or other restriction on the business of any party hereto or any of its Affiliates in connection with a Required Antitrust Clearance, the parties hereto shall (x) use their commercially reasonable best efforts to resolve such objection (including by revising applicable Transaction Documents) or remove or modify such condition or restriction to enable the Closing to occur prior to the Termination Date and (y) cooperate in good faith in connection therewith. Each party hereto shall keep the other parties apprised of the content and status of any material communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement. To the extent permitted by a Governmental Authority, each party hereto shall permit Representatives of the other parties hereto to participate in any material meetings and discussions with any such Governmental Authority. Notwithstanding the foregoing, in no event shall this Section 6.02(b) require Purchaser or the Company or any Subsidiary or Affiliate thereof to take any action that is reasonably expected to materially and adversely affect Purchaser, the Company and their respective Subsidiaries (taken as a whole) following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, Purchaser and the Company shall be responsible for, and indemnify each of Celanese and Seller against, any out-of-pocket Losses incurred by them resulting directly from the failure by Purchaser to obtain, receive or honor any consents, authorizations, orders, approvals, decisions, expiration or termination of waiting periods, or declarations required under the antitrust, competition or other similar Laws of any jurisdiction other than those identified in Schedule 1.01(b) in connection with this Agreement and transactions contemplated hereby. (c) Without limiting Notwithstanding anything in this Agreement to the foregoing and subject contrary, nothing contained in this Agreement shall be deemed to Section 6.6, each of Citigroup and Xxxx Xxxxx hereby agrees require Purchaser or the Company or any Subsidiary or Affiliate thereof to use its reasonable best efforts agree to prepare all documentation, to effect all filings and to obtain all Permits and Consents of all Governmental Authorities and other Persons necessary to consummate the Transactions any Divestiture (as promptly as reasonably practicabledefined below). In connection with effecting any such filing or obtaining any such Permit or Consent necessary to consummate the Transactions, each of Citigroup and Xxxx Xxxxx Neither Seller nor Celanese shall, subject without the prior written consent of Purchaser, implement or agree to implement any Divestiture. For purposes of this Agreement, a “Divestiture” means any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Purchaser or the Requirements Company or any Subsidiary or Affiliate of Law (i) permit counsel for Purchaser or the other Party Company, in each case, that is reasonably expected to review in advance, materially and consider in good faith adversely affect Purchaser or the views Company following the consummation of the other Party in connection with, any proposed written communication to any Governmental Authority and (ii) provide counsel for the other Party with copies of all filings made transactions contemplated by such Party and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries to, or received from, a Governmental Authority; provided, however, that materials may be redacted or withheld (A) to the extent that they concern the valuation of the CAM Business or the PC/CM Business, as the case may be, or alternatives to the Transactions and (B) as necessary to comply with contractual arrangementsthis Agreement.

Efforts; Filings. (a) Subject to Section 6.6, upon the terms and subject to the conditions of this Agreement, each Party of Circuit City, FNANB, Tyler Funding, and Purchaser shall use its reasonable best efforts Reasonable Best Efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement Requirements of Law or otherwise, so as to, as promptly as practicable, : (i) permit consummation of the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares Purchased Assets and the PC/CM Transferred Shares assumption of the Assumed Liabilities and (iiiii) otherwise enable consummation of the Transactionstransactions contemplated by this Agreement, the Related Agreements and the Securitization Transfer Agreements, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. As used in this Section 7.09, "Reasonable Best Efforts" shall be deemed to include promptly agreeing to take, taking, or causing to be taken any and all actions required by any Governmental Authority, including the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice, or any state attorney general, or any state insurance regulator, to the extent necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, so long as such actions are expressly conditioned on the Closing of the transactions contemplated by this Agreement; provided, that such actions do not result and would not reasonably be likely to result in (i) an Unreasonable Condition or (ii) a divestiture, change in business practice, modification of business model, or 57 entry into a consent decree or similar accord with a Governmental Authority which the applicable Party shall determine, in its sole discretion, not to be in its best interests. (b) As promptly as practicable after the date hereof (but in no event later than 10 days fifteen (15) Business Days after the date hereof)of this Agreement, (i) if and to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976or the Bank Merger Act, as amendedCircuit City, FNANB, Tyler Funding, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup and Xxxx Xxxxx Purchaser shall prepare and file all documents and notifications with the FTC Federal Trade Commission and the DOJ U.S. Department of Justice, or with the applicable banking Governmental Authorities, as are required to comply with the HSR Act or the Bank Merger Act, and the rules and regulations promulgated thereunder. Purchaser, with the good faith cooperation of Circuit City, FNANB and Tyler Funding, shall use its Reasonable Best Efforts to take or cause to be taken as promptly as practicable all such additional actions as may be necessary to obtain such prior approval. Each Party shall file with the OCC any report that is required to be filed by it with the OCC periodically, including any report that is required to be filed pursuant to 12 U.S.C. ss. 161, as of Citigroup and Xxxx Xxxxx the date hereof. The Parties shall cooperate with the each other in good faith in the preparation and coordination of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the any waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Without limiting the foregoing and subject to Section 6.6foregoing, each of Citigroup Circuit City, FNANB, Tyler Funding, and Xxxx Xxxxx hereby Purchaser agrees to use its commercially reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits permits, consents, clearances, approvals and Consents authorizations of all Governmental Authorities and other Persons (including, if applicable, the Card Association and TSYS) necessary to consummate the Transactions transactions contemplated by this Agreement, the Related Agreements and Securitization Transfer Agreements as promptly as reasonably practicable. In connection with effecting any such filing or obtaining any such Permit permit, consent, clearance, approval or Consent authorization necessary to consummate the Transactionstransactions contemplated by this Agreement, the Related Agreements and Securitization Transfer Agreements, each of Citigroup and Xxxx Xxxxx such Parties shall, subject to the Requirements of Law applicable law, (i) permit counsel for the other Party Parties to review in advance, and consider in good faith the views of the other Party party in connection with, any proposed written communication to any Governmental Authority Authority, and (ii) provide counsel for the other Party Parties with copies of all filings made by such Party Party, and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries to, 's Affiliates to a Governmental Authority or received from, from such a Governmental Authority; provided, however, that materials may be redacted or withheld (Ax) to the extent that they concern the valuation of the CAM Credit Card Business or the PC/CM Business, as the case may be, or alternatives to the Transactions transactions contemplated by this Agreement and (By) as necessary to comply with contractual arrangements. Each of Circuit City, FNANB, Tyler Funding, and Purchaser agrees not to participate, or to permit its respective Affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the consummation of the transactions contemplated hereby unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate. (d) Circuit City, FNANB, and Tyler Funding, on the one hand, and Purchaser, on the other hand, shall each pay half of the filing fee relating to any filing required under the HSR Act.

Efforts; Filings. (a) Subject to Section 6.6, upon the terms and subject to the conditions of this Agreement, each Party of Seller and Purchaser and their respective Affiliates shall use its their respective reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of applicable Law or otherwise, so as to, as promptly as practicable, (i) permit consummation of consummate the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares and the PC/CM Transferred Shares and (iii) otherwise enable consummation of the Transactionscontemplated by this Agreement, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.2 and the Confidentiality Agreement, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding the transactions contemplated by this Agreement and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the transactions contemplated by this Agreement. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 as “outside counsel only”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.3 may be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements, or (z) as necessary to address reasonable legal privilege concerns. No Party shall participate in any meeting with any Governmental Authority in connection with this Agreement or the transactions contemplated thereby (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate thereat. (b) As promptly as practicable after the date hereof (but in no event later than 10 days after the date hereof)Each of Seller and Purchaser agrees to, (i) if and to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976cause their respective Affiliates to, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Without limiting the foregoing and subject to Section 6.6, each of Citigroup and Xxxx Xxxxx hereby agrees to use its their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits permits, consents, clearances, approvals and Consents authorizations of all 44 Governmental Authorities and other Persons necessary to consummate the Transactions transactions contemplated by this Agreement as promptly as reasonably practicable. In connection with effecting . (c) As soon as practicable after the Effective Date, but in any such filing or obtaining any such Permit or Consent necessary to consummate event within thirty (30) Business Days from the TransactionsEffective Date, each of Citigroup and Xxxx Xxxxx Seller shall, subject and shall cause NewCo to, cause the Company to the Requirements of Law deliver to (i) permit counsel for each of FHA, FNMA, GNMA and HUD, (ii) each applicable Agency of each State in which the other Party Company maintains any license required to review in advanceconduct its business, and consider (iii) each Agency and/or other regulatory authority with which the Company has any pending application, in good faith each case, a notice of change in control substantially in the views form attached hereto as Exhibit B or otherwise approved by Purchaser. For the avoidance of doubt, each Agency or other regulatory authority to which such notice of change in control is required pursuant to clause (ii) and/or (iii) of this Section 6.3(c) is set forth on Section 6.3(c) of the other Party Disclosure Letter. (d) Notwithstanding anything in connection withthis Agreement to the contrary, in no event shall LFH, WIMC or Purchaser (or and of their respective Affiliates) be required to (and Seller shall not, and shall not permit any of Seller’s Affiliates to), without LFH’s, WIMC’s or Purchaser’s, as applicable, prior written consent, (i) offer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any proposed written communication assets, permits, operations, rights, businesses or interest therein of LFH, WIMC or Purchaser or any of their respective Affiliates or Seller or any of their respective Affiliates or (ii) agree to any Governmental Authority changes or restriction on, or other impairment of the ability of LFH, WIMC or Purchaser and their respective Affiliates to own any of such assets, permits, operations, rights, businesses or interests therein, in each of (i) and (ii) provide counsel for the other Party with copies of all filings made by such Party and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries to, or received from, a Governmental Authority; provided, however, that materials may be redacted or withheld (A) to the extent that they concern such action, changes, restrictions or impairments would be material to LFH or WIMC (measured on a scale relative to the valuation of the CAM Business Company) or the PC/CM Business, as the case may be, or alternatives to the Transactions and (B) as necessary to comply with contractual arrangementsCompany.

Efforts; Filings. (a) Subject to Section 6.6, upon Each of the terms and subject to the conditions of this Agreement, each Party parties hereto shall use its commercially reasonable best efforts to takeobtain all authorizations, agree to takeconsents, Governmental Orders and approvals of all Governmental Authorities and officials that may be or cause to be takenbecome necessary for its execution and delivery of, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement the performance of Law or otherwise, so as its obligations pursuant to, this Agreement and shall cooperate fully with the other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to (i) promptly make the appropriate filings and notifications in connection with the Required Antitrust Clearances and with respect to the transactions contemplated by this Agreement; and (ii) supply as promptly as practicable, (i) permit consummation of the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares and the PC/CM Transferred Shares and (iii) otherwise enable consummation of the Transactions, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. (b) As promptly as practicable after the date hereof (but in no event later than 10 days after the date hereof), (i) if and to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant by such Governmental Authorities in connection with the Required Antitrust Clearances. (b) Each of the parties hereto agrees to cooperate and use its commercially reasonable efforts to contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Governmental Order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the HSR Acttransactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal. (c) Without limiting The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to Sections 6.02(a) and (b), including the foregoing preparation and subject to Section 6.6, each making of Citigroup and Xxxx Xxxxx hereby agrees to use its reasonable best efforts to prepare all documentation, to effect all the filings and notifications referred to obtain all Permits and Consents of all Governmental Authorities and other Persons necessary to consummate the Transactions as promptly as reasonably practicable. In connection with effecting any such filing therein and, if requested, amending or obtaining any such Permit or Consent necessary to consummate the Transactionsfurnishing additional information hereunder, each of Citigroup and Xxxx Xxxxx shallincluding, subject to applicable Law, providing copies of all related documents to the Requirements of Law non-filing party’s outside legal counsel prior to filing; provided, that such material may be redacted as necessary to (i) permit 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 Authority and comply with contractual arrangements; (ii) provide counsel for address good faith legal privilege or confidentiality concerns; (iii) comply with applicable Law; and (iv) remove references concerning the other Party with copies valuation of all filings made by the JV Entity, and, to the extent practicable, none of the parties hereto shall file any such Party and all written correspondence between such Party (and its advisors) document or have any material communication with any Governmental Authority without prior consultation with the other parties. To the extent that any Governmental Authority proposes any condition or other restriction on the business of any party hereto or any of its Affiliates in connection with a Required Antitrust Clearance, the parties hereto shall use their commercially reasonable efforts to remove or modify such condition or restriction and shall cooperate in good faith in connection therewith. Notwithstanding the foregoing or anything to the contrary in this Agreement, however, TDCC shall propose, agree to or accept a condition or other restriction, so long as it is not a Material Condition, if necessary to obtain the Required Antitrust Clearances as soon as practicable, and in any event prior to the Outside Date. Each party hereto shall keep the other written information supplied by such Party parties apprised of the content and such Party’s Subsidiaries tostatus of any material communications with, or received and communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement. To the extent practicable and permitted by a Governmental Authority; provided, however, that materials may be redacted or withheld (A) to the extent that they concern the valuation each party hereto shall permit Representatives of the CAM Business or the PC/CM Business, as the case may be, or alternatives other parties to the Transactions participate in any material meetings and (B) as necessary to comply calls with contractual arrangementsany such Governmental Authority.

Efforts; Filings. (a) Subject to Section 6.6, upon the terms and subject to the conditions of this Agreement, each Party of Parent and Purchaser shall use its reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of applicable Law or otherwise, so as to, as promptly as practicable, (i) permit consummation of consummate the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares contemplated by this Agreement and the PC/CM Transferred Shares and (iii) otherwise enable consummation of the TransactionsRelated Agreements, and each such Party shall, and shall cause its respective Affiliates (and in the case of Parent, the Cantor Group) to, cooperate fully to that end. Subject to Section 6.2 and the Non-Disclosure Agreement, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding the transactions contemplated by this Agreement and the Related Agreements; and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the transactions contemplated by this Agreement and the Related Agreements. The Parties may, as each deems advisable or necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.4 may be redacted (x) to remove references concerning the valuation of the Business, (y) as necessary to comply with contractual arrangements, or (z) as necessary to address reasonable legal privilege concerns. (b) As promptly as practicable after Without limiting the date hereof provisions of Section 6.4(a) and notwithstanding any other provision of this Agreement, Purchaser shall take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law (but in no event later than 10 days after the date hereof), (i) if and to the extent required under including the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material ) that may be requested pursuant asserted with respect to the HSR Act. (c) Without limiting transactions contemplated by this Agreement and the foregoing and subject Related Agreements so as to Section 6.6, each of Citigroup and Xxxx Xxxxx hereby agrees enable the Closing to use its reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits and Consents of all Governmental Authorities and other Persons necessary to consummate the Transactions as promptly as reasonably practicable. In connection with effecting any such filing or obtaining any such Permit or Consent necessary to consummate the Transactions, each of Citigroup and Xxxx Xxxxx shall, subject to the Requirements of Law (i) permit 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 Authority and (ii) provide counsel for the other Party with copies of all filings made by such Party and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries to, or received from, a Governmental Authorityoccur expeditiously; provided, however, that materials may Purchaser shall not be redacted obligated to divest: (i) the Business, or withheld (Aii) assets unrelated to a marketplace of transactions in U.S. Treasury Securities, except to the extent that they concern such assets are immaterial or (iii) any technology that Purchaser is required pursuant to the valuation next sentence to be willing to agree to license. In addition, if required to consummate the transactions contemplated by this Agreement and the Related Agreements, Purchaser will, with respect to any third-party competitor of the CAM Business or the PC/CM Business, as the case may be, or alternatives both (A) license (non-exclusively with respect to the Transactions Purchaser) Purchaser’s Competitive Technology for use by such competitor in operating a marketplace of transactions in U.S. Treasury Securities and (B) as necessary permit access to, and the right to comply with contractual arrangements.modify, the source code underlying such Competitive

Efforts; Filings. (a) Subject to Section 6.6, upon Under the terms and subject to the conditions of this AgreementAgreement (including Section 5.5, Section 5.8 and Section 5.9), except as otherwise expressly provided herein, each Party Buyer and each Seller shall (and shall cause its Affiliates to) use its respective commercially reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of Law or otherwise, so as to, as promptly as practicable, consummate Buyers’ purchase, and Sellers’ sale, of the Assets and the other transactions contemplated by this Agreement and the Ancillary Agreements, including (i) permit defending against any Proceeding challenging this Agreement or the consummation of the transactions set forth in Section 6.13contemplated hereby, (ii) permit seeking to have any Order entered or imposed by any court or other Governmental Entity that is not yet final and non-appealable vacated or reversed, (iii) cooperating with the other Parties to obtain all actions, non-actions, approvals, clearances, waivers, consents (including the Contract Consents), Permits, approvals, authorizations, licenses, qualifications and Orders from, or filing or registration with or notice to, Governmental Entities as are necessary for the consummation of the purchase of the CAM Transferred Shares transactions contemplated by this Agreement and the PC/CM Transferred Shares Ancillary Agreements and (iiiiv) otherwise enable consummation of refrain from taking any actions that would reasonably be expected to materially impair, delay or impede the Transactions, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. (b) As promptly as practicable after the date hereof (but in no event later than 10 days after the date hereof), (i) if and to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Without limiting the foregoing and subject to Section 6.6, each of Citigroup and Xxxx Xxxxx hereby agrees to use its reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits and Consents of all Governmental Authorities and other Persons necessary to consummate the Transactions as promptly as reasonably practicable. In connection with effecting any such filing or obtaining any such Permit or Consent necessary to consummate the Transactions, each of Citigroup and Xxxx Xxxxx shall, subject to the Requirements of Law (i) permit 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 Authority and (ii) provide counsel for the other Party with copies of all filings made by such Party and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries to, or received from, a Governmental AuthorityClosing; provided, however, that materials may be redacted or withheld (A) Sellers, together with their Affiliates, shall not be required to the extent that they concern the valuation of the CAM Business commence or the PC/CM Business, as the case may be, participate in any litigation or alternatives offer or grant any material accommodation (material or otherwise) to the Transactions any third person and (B) no Party shall be required to waive any of the conditions set forth in Article VII. For the avoidance of doubt, this Section 5.4(a) shall not be applicable to HSR Regulatory Approval, which is specifically addressed by Sections 5.4(c) and 5.4(d). (b) Each of Sellers and Buyers shall use commercially reasonable efforts to not cause or, with respect to its controlled Representatives permit, take any act or omission to act that would reasonably be expected to cause any of the representations and warranties of Sellers or Buyers, respectively, contained herein not to be true and correct in any material respect if such representations and warranties were made immediately after such act or failure to act, in either case so as necessary to comply with contractual arrangementscause the failure of any condition to the Closing set forth in either Section 7.1 or Section 7.2, in the case of Sellers, or Section 7.1 or Section 7.3, in the case of Buyers, respectively, to be satisfied.

Efforts; Filings. (a) Subject to Section 6.6, upon the terms and subject to the conditions of this Agreement, each Party of Sears and Purchaser shall use its reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement Requirements of Law or otherwise, so as to, as promptly as practicable, : (i) permit consummation of the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares Purchased Interests and the PC/CM Transferred Shares Acquired Subsidiary Stock and the assumption of the Assumed Liabilities and (iiiii) otherwise enable consummation of the Transactionstransactions contemplated by this Agreement, the Related Agreements and the Securitization Transfer Agreements, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end.. As used in this Section 6.5, "reasonable best efforts" shall be deemed to include promptly agreeing to take, taking, or causing to be taken any and all actions required by any Governmental Authority, including but not limited to the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice, any state attorney general, or any state insurance commissioner, to the extent necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, so long as such actions are expressly conditioned on the Closing of the transactions contemplated by this Agreement and provided that nothing in this Agreement shall require Purchaser to agree to any Unreasonable Condition. 57 (b) As promptly as practicable after the date hereof (but in no event later than 10 days 5 Business Days after the date hereof)of this Agreement, (i) if and to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup Sears and Xxxx Xxxxx Purchaser shall prepare and file all documents and notifications with the FTC Federal Trade Commission and the DOJ United States Department of Justice as are required to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, anx xxx xxxxx xxx xegulations promulgated thereunder (the "HSR Act"). Each of Citigroup Sears and Xxxx Xxxxx Purchaser shall cooperate with the each other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Without limiting the foregoing and subject to Section 6.6foregoing, each of Citigroup Sears and Xxxx Xxxxx hereby Purchaser agrees to use its reasonable best efforts to prepare all documentationdocumentation (including the Required Amendments), to effect all filings and to obtain all Permits permits, consents, clearances, approvals and Consents authorizations of all Governmental Authorities and other Persons (including, if applicable, the Card Association and TSYS) necessary to consummate the Transactions transactions contemplated by this Agreement, the Related Agreements and Securitization Transfer Agreements as promptly as reasonably practicable. In connection with effecting any such filing or obtaining any such Permit permit, consent, clearance, approval or Consent authorization necessary to consummate the Transactionstransactions contemplated by this Agreement, the Related Agreements and Securitization Transfer Agreements, each of Citigroup Sears and Xxxx Xxxxx Purchaser shall, subject to the Requirements of Law applicable law, (i) permit counsel for the other Party party to review in advance, and consider in good faith the views of the other Party party in connection with, any proposed written communication to any Governmental Authority Authority, and (ii) provide counsel for the other Party party with copies of all filings made by such Party party, and all written correspondence between such Party party (and its advisors) with any Governmental Authority and any other written information supplied by such Party party and such Party’s party's Subsidiaries to, to a Governmental Authority or received from, from such a Governmental Authority; provided, however, that materials may be redacted or withheld (Ax) to the extent that they concern the valuation of the CAM Business or the PC/CM Business, as the case may be, or alternatives to the Transactions transactions contemplated by this Agreement and (By) as necessary to comply with contractual arrangements. Each of Sears and Purchaser agrees not to participate, or to permit its respective Subsidiaries to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the consummation of the transactions contemplated hereby unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate.

Efforts; Filings. (a) Subject to Section 6.6, upon Under the terms and subject to the conditions of this AgreementAgreement (including Section 5.6, Section 5.8, Section 5.11 and Section 5.12), except as otherwise expressly provided herein, each Party Buyer and each Seller shall (and shall cause its Affiliates to) use its respective commercially reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of Law or otherwise, so as to, as promptly as practicable, consummate Buyers’ purchase, and Sellers’ sale, of the Assets and the other transactions contemplated by this Agreement and the Ancillary Agreements, including (i) permit defending against any Proceeding challenging this Agreement or the consummation of the transactions set forth in Section 6.13contemplated hereby, (ii) permit seeking to have any Order entered or imposed by any court or other Governmental Entity that is not yet final and non-appealable vacated or reversed, (iii) cooperating with the other Parties to obtain all actions, non-actions, approvals, clearances, waivers, consents, Permits, approvals, authorizations, licenses, qualifications and Orders from, or filing or registration with or notice to, Governmental Entities as are necessary for the consummation of the purchase of the CAM Transferred Shares transactions contemplated by this Agreement and the PC/CM Transferred Shares Ancillary Agreements and (iiiiv) otherwise enable consummation of refrain from taking any actions that would reasonably be expected to materially impair, delay or impede the Transactions, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. (b) As promptly as practicable after the date hereof (but in no event later than 10 days after the date hereof), (i) if and to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Without limiting the foregoing and subject to Section 6.6, each of Citigroup and Xxxx Xxxxx hereby agrees to use its reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits and Consents of all Governmental Authorities and other Persons necessary to consummate the Transactions as promptly as reasonably practicable. In connection with effecting any such filing or obtaining any such Permit or Consent necessary to consummate the Transactions, each of Citigroup and Xxxx Xxxxx shall, subject to the Requirements of Law (i) permit 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 Authority and (ii) provide counsel for the other Party with copies of all filings made by such Party and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries to, or received from, a Governmental AuthorityClosing; provided, however, that (x) Sellers, together with their Affiliates, shall not be required to commence or participate in any litigation or offer or grant any material accommodation (material or otherwise) to any third Person and (y) no Party shall be required to waive any of the conditions set forth in ARTICLE VII. For the avoidance of doubt, this Section 5.4(a) shall not be applicable to HSR Regulatory Approval, which is specifically addressed by Sections 5.4(b), 5.4(c) and 5.4(d). (b) Each of Sellers and Buyers shall use commercially reasonable efforts to not cause or, with respect to its controlled Representatives permit, any act or omission to act that would reasonably be expected to cause any of the representations and warranties of Sellers or Buyers, respectively, contained herein not to be true and correct in any material respect if such representations and warranties were made immediately after such act or failure to act, in either case so as to cause the failure of any condition to the Closing set forth in either Section 7.1 or Section 7.2, in the case of Sellers, or Section 7.1 or Section 7.3, in the case of Buyers, respectively, to be satisfied. (c) Buyers and Sellers acknowledge that the transactions contemplated by this Agreement may require filings with the FTC and the Antitrust Division under the HSR Act. Without limiting the generality of Section 5.4(a), each of Buyers and Sellers shall use its commercially reasonable efforts to obtain any action, non-action, approval, authorization, clearance, Order, Permit, consent, approval or waiver of all Governmental Entities required to consummate the transactions contemplated by this Agreement under the HSR Act (each, a “HSR Regulatory Approval”). In connection with the HSR Regulatory Approval, Buyers and Sellers shall each, subject to applicable Law: (i) as promptly as required by applicable Law, but in any event no later than ten (10) Business Days from the Effective Date, make all filings or registrations with, notification to, or authorization, consent or approval of any Governmental Entity required in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by such Party on its own behalf pursuant to the HSR Act (“HSR Filings”), reasonably necessary or advisable for such Party to make in connection with the HSR Regulatory Approval, and thereafter promptly make any other submissions and responses required of such Party under any applicable Law with respect to the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) furnish all information reasonably required for any HSR Filings to be made pursuant to any applicable Law by any other Parties hereto in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) act in good faith and reasonably cooperate with each other Parties in connection with any HSR Filings (including, by providing copies of all such HSR Filings to outside counsel for a non-filing Party and, if requested by such other Party, to consider all reasonable additions, deletions or changes suggested by such other Party); (iv) if permitted, keep each other Party informed in all material respects of any material communication received by such Party from, or given by such Party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case, relating to the transactions contemplated by this Agreement and the Ancillary Agreements; (v) to the extent permitted by applicable Laws, provide each other Party with prior notice of any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such HSR Filings; (vi) reasonably consult and cooperate with each other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals submitted by or on behalf of any Party in connection with proceedings relating to or arising out of such HSR Filings; and (vii) unless prohibited by any Governmental Entity, shall give prior notice of any meeting or conversation with such Governmental Entity in respect of any such HSR Filings or any investigations or other inquiries relating thereto and, unless prohibited by such Governmental Entity, the opportunity to attend or participate in such meeting or conversation; provided, however, that, notwithstanding anything to the contrary contained herein, information and materials may be redacted or withheld (A1) to the extent that they such information and materials concern or refer to matters other than the valuation of the CAM Business or the PC/CM Business, as the case may be, or alternatives to the Transactions transactions contemplated by this Agreement and (B2) as necessary to comply with contractual arrangements. Sellers shall bear and pay any and all filing fees required to be paid by Sellers or Buyers under the HSR Act. Except as stated in the preceding sentence, Sellers and Buyers shall each bear their own costs and expenses incurred in connection with the preparation and filing of all materials and information filed or provided under the HSR Act. (d) In furtherance and not in limitation of the covenants of the Parties contained in Section 5.4(a) and Section 5.4(b), each Party shall use its commercially reasonable efforts to resolve objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Ancillary Agreements under the HSR Act or any other antitrust Law, including agreeing to any terms, conditions or modifications with respect to obtaining the expiration or termination of any waiting period or any consents, Permits, waivers, approvals, non-actions, clearances, authorizations or Orders in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements). (e) Notwithstanding anything herein to the contrary, in no event shall this Section 5.4 require, or be construed to require, any Buyer or its Affiliates to, or to offer to, propose or agree to: (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of such Buyer or any of its Affiliates or any of the Assets, other than the divestiture of any such assets, businesses or interests that Buyers determine, in their reasonable discretion, would have an immaterial effect on the business of such Buyer or Affiliate; (ii) any undertakings or conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a material adverse effect or materially and adversely impact the economic or business benefits to such Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Efforts; Filings. (a) Subject to Section 6.6, upon the terms and subject to the conditions of this Agreement, each Party Sellers and Purchaser shall use its their reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of applicable Law or otherwise, otherwise so as to, as promptly as practicable, (i) permit consummation of to consummate the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares and the PC/CM Transferred Shares and (iii) otherwise enable consummation of the TransactionsSale, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.3 and the Non-Disclosure Agreement, and to the extent not prohibited by Law or the applicable Governmental Authority, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority (excluding, in the case of communication by Purchaser and its Affiliates, the CMA to the extent that such communications are not directly in relation to any of this Agreement, the Trayport Agreement or Sellers or their Affiliates) regarding the Sale and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies) of all correspondence, filings and communications between the Party and any Governmental Authority (excluding, in the case of communication by Purchaser and its Affiliates, the CMA to the extent that such communications are not directly in relation to any of this Agreement, the Trayport Agreement or Sellers or their Affiliates) regarding the Sale. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.4 may be redacted (A) to remove references concerning the valuation of the NGX/Shorcan Companies, (B) as necessary to comply with contractual arrangements, or (C) as necessary to address reasonable legal privilege concerns. (b) As promptly as practicable after No Party shall participate in any meeting or substantive discussions with any Governmental Authority in connection with this Agreement (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the date hereof (but other Parties in no event later than 10 days after advance and, to the date hereof)extent not prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate thereat; provided, however, that: (i) if only Sellers and their representatives shall attend and participate in Sellers’ initial communications with, and all telephone calls from, Canadian securities regulators in connection with this Agreement and (ii) this Section 6.4(b) shall not apply to meetings or telephone or other conversations which Purchaser or its Affiliates alone may have with the CMA in relation to the CMA Orders unless such meeting or telephone or other conversation is directly in relation in relation to any of this Agreement, the Trayport Agreement or Sellers or their Affiliates. If Purchaser or its Affiliates has any material substantive discussions with the CMA regarding any of this Agreement, the Trayport Agreement or Sellers or their Affiliates, Purchaser shall promptly inform Sellers of such discussions and the nature and substance thereof (to the extent required under permitted by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, CMA and the rules and regulations promulgated thereunder (the “HSR Act”applicable Law), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Without limiting the foregoing Sellers and subject Purchaser agree to, and to Section 6.6cause their respective Affiliates to, each of Citigroup and Xxxx Xxxxx hereby agrees to use its their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits permits, consents, clearances, approvals, the expiry or earlier termination or waiver of all applicable waiting periods, and Consents authorizations of all Governmental Authorities and other Persons necessary to consummate the Transactions Sale (or permit the Business to be operated in the same manner following the Sale) as promptly as practicable, in particular, each Party shall, and shall procure that its Subsidiaries and Affiliates (including the NGX/Shorcan Companies) will, as promptly as practicable, provide the other Parties all such assistance and information as may reasonably be required. In furtherance and not in limitation of the foregoing, Purchaser and Sellers shall jointly prepare and file a request for an advance ruling certificate under Section 102 of the Competition Act in respect of the transactions contemplated by this Agreement with the Canadian Commissioner of Competition and each of Sellers and Purchaser agrees to file the information prescribed pursuant to Subsection 114(1) of the Competition Act with the Canadian Commissioner of Competition as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement, and to take all other actions as, in the Purchaser’s judgement, acting reasonably, are necessary to cause the expiration or termination of the applicable waiting period under the Competition Act as soon as practicable. In connection with effecting If either or both of the Parties receive any such filing request for information or obtaining documentary materials from any such Permit or Consent necessary to consummate the TransactionsGovernmental Authority, each of Citigroup the Parties will use their respective reasonable best efforts to respond to and Xxxx Xxxxx shall, subject provide reasonably required information in respect of such request to such Governmental Authority as promptly as possible and counsel for the Parties will reasonably cooperate during the entirety of any such process. Notwithstanding anything in this Agreement to the Requirements of Law contrary: (i) permit counsel for the other Party neither Purchaser nor any of its Affiliates will have any obligation to review in advance, and consider in good faith the views enter into negotiations of the other Party in connection with, any proposed written communication to kind with any Governmental Authority in respect of or to agree to or to otherwise effect any divestiture, license, hold separate condition or any other restriction or remedy with respect to any assets, businesses or product lines of the NGX/Shorcan Companies, the Purchaser or any Affiliate of Purchaser in connection with the matters addressed in this Section 6.4 and (ii) provide counsel for the other Party with copies of all filings made by such Party and all written correspondence between such Party (Purchaser and its advisorsAffiliates will have the right (but will not have any obligation) with to institute, assert, defend or respond to Proceedings against any Governmental Authority and in connection with seeking to obtain approval from any other written information supplied by such Party and such Party’s Subsidiaries to, or received from, a Governmental Authority; provided, however, that materials may be redacted or withheld (A) to Authority in connection with the extent that they concern the valuation of the CAM Business or the PC/CM Business, as the case may be, or alternatives to the Transactions and (B) as necessary to comply with contractual arrangementsmatters addressed in this Section 6.4.

Efforts; Filings. (a) Subject to Section 6.6, upon the terms and subject to the conditions of this Agreement, each Party of Seller and Purchaser and their respective Affiliates shall use its their respective reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of applicable Law or otherwise, so as to, as promptly as practicable, (i) permit consummation of consummate the transactions set forth in Section 6.13, (ii) permit consummation of the purchase of the CAM Transferred Shares and the PC/CM Transferred Shares and (iii) otherwise enable consummation of the Transactionscontemplated by this Agreement, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.2 and the Confidentiality Agreement, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding the transactions contemplated by this Agreement and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the transactions contemplated by this Agreement. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 as “outside counsel only”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.3 may be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements, or (z) as necessary to address reasonable legal privilege concerns. No Party shall participate in any meeting with any Governmental Authority in connection with this Agreement or the transactions contemplated thereby (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate thereat. (b) As promptly as practicable after the date hereof (but in no event later than 10 days after the date hereof)Each of Seller and Purchaser agrees to, (i) if and to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976cause their respective Affiliates to, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Without limiting the foregoing and subject to Section 6.6, each of Citigroup and Xxxx Xxxxx hereby agrees to use its their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits permits, consents, clearances, approvals and Consents authorizations of all Governmental Authorities and other Persons necessary to consummate the Transactions transactions contemplated by this Agreement as promptly as reasonably practicable. In connection with effecting . (c) As soon as practicable after the Effective Date, but in any such filing or obtaining any such Permit or Consent necessary to consummate event within thirty (30) Business Days from the TransactionsEffective Date, each of Citigroup and Xxxx Xxxxx Seller shall, subject and shall cause NewCo to, cause the Company to the Requirements of Law deliver to (i) permit counsel for each of FHA, FNMA, GNMA and HUD, (ii) each applicable Agency of each State in which the other Party Company maintains any license required to review in advanceconduct its business, and consider (iii) each Agency and/or other regulatory authority with which the Company has any pending application, in good faith each case, a notice of change in control substantially in the views form attached hereto as Exhibit B or otherwise approved by Purchaser. For the avoidance of doubt, each Agency or other regulatory authority to which such notice of change in control is required pursuant to clause (ii) and/or (iii) of this Section 6.3(c) is set forth on Section 6.3(c) of the other Party Disclosure Letter. (d) Notwithstanding anything in connection withthis Agreement to the contrary, in no event shall LFH, WIMC or Purchaser (or and of their respective Affiliates) be required to (and Seller shall not, and shall not permit any of Seller’s Affiliates to), without LFH’s, WIMC’s or Purchaser’s, as applicable, prior written consent, (i) offer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any proposed written communication assets, permits, operations, rights, businesses or interest therein of LFH, WIMC or Purchaser or any of their respective Affiliates or Seller or any of their respective Affiliates or (ii) agree to any Governmental Authority changes or restriction on, or other impairment of the ability of LFH, WIMC or Purchaser and their respective Affiliates to own any of such assets, permits, operations, rights, businesses or interests therein, in each of (i) and (ii) provide counsel for the other Party with copies of all filings made by such Party and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries to, or received from, a Governmental Authority; provided, however, that materials may be redacted or withheld (A) to the extent that they concern such action, changes, restrictions or impairments would be material to LFH or WIMC (measured on a scale relative to the valuation of the CAM Business Company) or the PC/CM Business, as the case may be, or alternatives to the Transactions and (B) as necessary to comply with contractual arrangementsCompany.

Efforts; Filings. (a) Subject to Section 6.6, upon Under the terms and subject to the conditions of this AgreementAgreement (including Section 5.5, Section 5.8 and Section 5.9), except as otherwise expressly provided herein, each Party Buyer and each Seller shall (and shall cause its Affiliates to) use its respective commercially reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things reasonably necessary, proper or advisable under any Requirement of Law or otherwise, so as to, as promptly as practicable, consummate Buyers’ purchase, and Sellers’ sale, of the Assets and the other transactions contemplated by this Agreement and the Ancillary Agreements, including (i) permit defending against any Proceeding challenging this Agreement or the consummation of the transactions set forth in Section 6.13contemplated hereby, (ii) permit seeking to have any Order entered or imposed by any court or other Governmental Entity that is not yet final and non-appealable vacated or reversed, (iii) cooperating with the other Parties to obtain all actions, non-actions, approvals, clearances, waivers, consents (including the Contract Consents), Permits, approvals, authorizations, licenses, qualifications and Orders from, or filing or registration with or notice to, Governmental Entities as are necessary for the consummation of the purchase of the CAM Transferred Shares transactions contemplated by this Agreement and the PC/CM Transferred Shares Ancillary Agreements and (iiiiv) otherwise enable consummation of refrain from taking any actions that would reasonably be expected to materially impair, delay or impede the Transactions, and each such Party shall, and shall cause its respective Affiliates to, cooperate fully to that end. (b) As promptly as practicable after the date hereof (but in no event later than 10 days after the date hereof), (i) if and to the extent required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), Citigroup and Xxxx Xxxxx shall prepare and file all documents and notifications with the FTC and the DOJ as are required to comply with the HSR Act. Each of Citigroup and Xxxx Xxxxx shall cooperate with the other in good faith in the preparation of all such filings and responses, and shall do, or cause to be done, all things and take, or cause to be taken, all actions required to obtain the prompt termination of the waiting period thereunder, including supplying, as promptly as practicable, any additional information and documentary material that may be requested pursuant to the HSR Act. (c) Without limiting the foregoing and subject to Section 6.6, each of Citigroup and Xxxx Xxxxx hereby agrees to use its reasonable best efforts to prepare all documentation, to effect all filings and to obtain all Permits and Consents of all Governmental Authorities and other Persons necessary to consummate the Transactions as promptly as reasonably practicable. In connection with effecting any such filing or obtaining any such Permit or Consent necessary to consummate the Transactions, each of Citigroup and Xxxx Xxxxx shall, subject to the Requirements of Law (i) permit 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 Authority and (ii) provide counsel for the other Party with copies of all filings made by such Party and all written correspondence between such Party (and its advisors) with any Governmental Authority and any other written information supplied by such Party and such Party’s Subsidiaries to, or received from, a Governmental AuthorityClosing; provided, however, that (A) Sellers, together with their Affiliates, shall not be required to commence or participate in any litigation or offer or grant any material accommodation (material or otherwise) to any third person and (B) no Party shall be required to waive any of the conditions set forth in Article VII. For the avoidance of doubt, this Section 5.4(a) shall not be applicable to HSR Regulatory Approval, which is specifically addressed by Sections 5.4(c) and 5.4(d). (b) Each of Sellers and Buyers shall use commercially reasonable efforts to not cause or, with respect to its controlled Representatives permit, take any act or omission to act that would reasonably be expected to cause any of the representations and warranties of Sellers or Buyers, respectively, contained herein not to be true and correct in any material respect if such representations and warranties were made immediately after such act or failure to act, in either case so as to cause the failure of any condition to the Closing set forth in either Section 7.1 or Section 7.2, in the case of Sellers, or Section 7.1 or Section 7.3, in the case of Buyers, respectively, to be satisfied. (c) Buyers and Sellers acknowledge that the transactions contemplated by this Agreement may require filings with the FTC and the Antitrust Division under the HSR Act. Without limiting the generality of Section 5.4(a), each of Buyers and Sellers shall use its commercially reasonable efforts to obtain the termination or expiration of any applicable waiting period and/or to take any other action to obtain any approval, authorization, clearance, Order, Permit or consent by any Governmental Entities required to consummate the transactions contemplated by this Agreement under the HSR Act (“HSR Regulatory Approval”). In connection with the HSR Regulatory Approval, Buyers and Sellers shall each, subject to applicable Law and if permitted: (i) as promptly as reasonably practicable, but in any event no later than 15 Business Days from the Signing Date, make all filings or registrations with, notification to the Department of Justice and Federal Trade Commission under the HSR Act in connection with this Agreement and the Ancillary Agreements (“HSR Filings”), and thereafter promptly make any other submissions and responses requested by a Governmental Entity (including promptly responding to any request for additional information) with respect to the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) furnish all information reasonably requested by any other Party for any HSR Filings to be made by any Party hereto in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) act in good faith and reasonably cooperate with each other Party in connection with any HSR Filings (including, by providing each other Party or their Representatives a reasonable opportunity to comment on any submissions to a Governmental Entity in connection with obtaining the HSR Regulatory Approval, considering all such comments in good faith and furnishing copies of all HSR Filings to outside counsel for a non-filing Party and, if requested, to such other Party); (iv) keep each other Party informed with respect to any substantive communication received from, or given to, any Governmental Entity and of any material communication received or given in connection with any proceeding brought under antitrust Law by a private party, in each case, relating to the transactions contemplated by this Agreement and the Ancillary Agreements; (v) provide each other Party with prior notice of any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any HSR Filings; (vi) reasonably consult and cooperate with each other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals submitted by or on behalf of any Party in connection with proceedings relating to obtaining the HSR Regulatory Approval; and (vii) unless prohibited by any Governmental Entity, make commercially reasonable efforts to ensure that each other Party has an opportunity to attend any meeting and, where possible, to participate in any substantive communication with any Governmental Entity in respect of any HSR Filings, the HSR Regulatory Approval or any investigations or other inquiries relating thereto; provided, however, that, notwithstanding anything to the contrary contained herein, information and materials may be redacted or withheld (A) to the extent that they such information and materials concern or refer to matters other than the valuation of the CAM Business or the PC/CM Business, as the case may be, or alternatives to the Transactions and transactions contemplated by this Agreement; (B) as necessary to comply with contractual arrangements; and (C) because information is protected under the attorney client or other privilege, absent the entry of a mutually acceptable joint defense agreement. Sellers shall bear and pay any and all filing fees required to be paid by Sellers or Buyers under the HSR Act (which fees shall be considered Covered Transaction Expenses). Except as stated in the preceding sentence, Sellers and Buyers shall each bear their own costs and expenses incurred in connection with the preparation and filing of the HSR Filings and obtaining HSR Regulatory Approvals. (d) In furtherance and not in limitation of the covenants of the Parties contained in Section 5.4(c), subject to Section 5.4(f), Buyers shall take or cause their Subsidiaries to take all commercially reasonable actions necessary to obtain the HSR Regulatory Approval and to resolve objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Ancillary Agreements under the HSR Act or any other antitrust Law, including proposing, negotiating, offering to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, (i) the sale, divestiture or disposition of such assets or businesses that Buyers deem appropriate, or (ii) any commercially reasonable action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of Buyers, any of their respective Subsidiaries, or the Business) which it is lawfully capable of taking (any such action, a “Remedial Action”); provided, however, for purposes of this Section 5.4, “commercially reasonable efforts” shall be deemed to include any sale, divestiture or disposition of any Station Properties that represent, in the aggregate up to Three Hundred Million Dollars ($300,000,000) in Assigned Drop Value (it being understood that, to the extent Buyers determine to pursue a Remedial Action that requires the sale, divestiture or disposition of either (1) a station property owned by Buyers or (2) a Station Property located in close geographic proximity thereto, then for purposes of this sentence, any station properties owned by Buyers that are being divested due to being located within close geographic proximity to a Station Property shall be ascribed and Assigned Drop Value equal to the Assigned Drop Value for the Station Property geographically proximate thereto that Buyers elect not to sell, divest or dispose of). If Buyers determine to sell, divest or dispose of a Station Property pursuant to this clause (d), Sellers may designate such Station Property as a Rejected Property and the Purchase Price shall be adjusted by the Assigned Drop Value assigned to such Station Property and the Station Property shall be treated as a Rejected Property for all purposes under this Agreement. For the avoidance of doubt, Sellers shall also be entitled to, in their sole discretion, consent to any other Remedial Action with respect to any Station Properties designated as Rejected Properties under this Section 5.4(d); provided that, if Sellers do not consent to any such Remedial Action, then Buyers may, in their sole discretion, remove such Station Property as a Rejected Property. (e) Buyers and Sellers shall reasonably cooperate and mutually agree on the strategies, tactics, process of obtaining the HSR Regulatory Approval, provided that, Buyers shall have final say regarding the strategy, process, negotiation of settlement (if any), and determination of any Remedial Action, including for the avoidance of doubt the marketing or sale of any part of Sellers’, Buyers’ or any of their respective Affiliates’ businesses or assets. Notwithstanding anything to the contrary in this Section 5.4, any reasonable actions or strategies pursued by Buyer (i) to avoid, resist or reduce the scope of any action that may be sought or required to satisfy the conditions herein or (ii) pertaining to the submission of all required notifications to Governmental Entities and obtaining the consent of any Governmental Entity, shall be deemed consistent with its obligations under this Section 5.4 so long as such action or strategy is consistent with Buyers’ commercially reasonable efforts and does not delay satisfaction of the conditions set forth in Article VII to a date beyond the End Date. (f) Subject to the proviso in Section 5.4(d) but notwithstanding else anything herein to the contrary, in no event shall this Section 5.4 require, or be construed to require, (i) any Buyer or its Affiliates to, or to offer to, propose or agree to: (A) any sale, divestiture or disposition of any Station Properties that represent, in the aggregate, in excess of Three Hundred Million Dollars ($300,000,000) in Assigned Drop Value (it being understood that, to the extent Buyers determine to pursue a Remedial Action that requires the sale, divestiture or disposition of either (1) a station property owned by Buyers or (2) a Station Property located in close geographic proximity thereto, then for purposes of this sentence, any station properties owned by Buyers that are being divested due to being located within close geographic proximity to a Station Property shall be ascribed and Assigned Drop Value equal to the Assigned Drop Value for the Station Property geographically proximate thereto that Buyers elect not to sell, divest or dispose of); or (B) any undertakings or conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a material adverse effect or materially and adversely impact the economic or business benefits to Buyers of the transactions contemplated by this Agreement or (ii) Buyers or Sellers to consent to any material modification or waiver of the terms and conditions of this Agreement.