Common use of Efforts; Regulatory Approvals Clause in Contracts

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation of the foregoing, each Party agrees to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely with respect to the Business or any Purchased Asset and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreementherein provided, each Party will of Seller and Buyer agrees to use its reasonable best efforts to take, or cause to be taken, all actions consummate and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions make effective as promptly as practicable after the date hereof (and in any event prior to the Outside Date), including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation of the foregoing, each Party agrees to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested transactions contemplated by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely with respect to the Business or any Purchased Asset and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser Seller and Seller shall, in connection Buyer shall cooperate with one another and without limiting use their reasonable best efforts to prepare all necessary documentation (including furnishing all information required under the efforts referenced in Section 5.1(aHSR Act) (but subject to the limitations set forth therein) effect promptly all necessary filings and to obtain all waiting period expirations Consents of Governmental Entities necessary to consummate the transactions contemplated by this Agreement. Each of Seller and Buyer shall provide to the other party copies of all correspondence between it (or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, its advisors) and authorizations for any Governmental Antitrust Authority or other Governmental Entity relating to the Transactions under the HSR Act transactions contemplated by this Agreement or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) matters described in this Section 5.3. Each of Seller and Buyer shall promptly inform the other Party party of any oral communication received by with, and provide copies of written communications with, any Governmental Antitrust Authority or other Governmental Entity regarding any such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) filings or any such transaction. Neither Seller nor Buyer shall independently participate in any meeting with any Governmental Antitrust Authority or other Governmental Entity, by promptly providing copies to the other Party Entity in respect of any such written communicationsfilings, and of any material communication received investigation, or given in connection with any proceeding by a private party, in each case regarding any other inquiry without giving the other party prior notice of the Transactions and (iii) permit the other Party to review in advance any communication that it gives tomeeting and, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC such Governmental Antitrust Authority or other applicable Governmental Entity or other PersonEntity, give the other Party the opportunity to attend and participate in any in-person meetingsand/or participate. To the extent permissible under applicable Law, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties maySeller and Buyer will consult and cooperate with one another in connection with any analyses, as each deems advisable appearances, presentations, memoranda, briefs, arguments, opinions and necessary, reasonably designate proposals made or submitted by or on behalf of any competitively sensitive material provided party hereto relating to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods proceedings under the Antitrust LawsHSR Act. (c) Neither Without limiting the generality of the undertakings pursuant to this Section 5.3, each of Seller nor Purchaser and Buyer shall enter into provide or cause to be provided as promptly as practicable to any transaction agreement forGovernmental Antitrust Authority all information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including filing any notification and report form and related material required under the HSR Act as promptly as practicable, but in no event later than ten (10) Business Days after the date hereof, and thereafter to respond promptly to any request for additional information or documentary material that may be made under the HSR Act. Buyer shall request the filings under the HSR Act to be considered for a grant of “early termination,” and make any further filings pursuant thereto that may be necessary, proper, or consummateadvisable in connection therewith. Buyer and Seller shall each be responsible one-half of any filing fees under the HSR Act. (d) If any Action is instituted by any private party challenging this Agreement or any of the transactions contemplated hereby as violative of any applicable Competition Law, an acquisition each of a business Buyer and Seller, at the sole cost and expense of Buyer, use its reasonable best efforts to oppose or defend against such Action to prevent or enjoin consummation of this Agreement (and the transactions contemplated herein). (e) Notwithstanding anything to the contrary contained in this Agreement, Buyer and Seller agree and acknowledge that wouldneither this Section 5.3 nor the “reasonable best efforts” standard shall require, or be construed to require Buyer or any of its Subsidiaries or Affiliates, in each caseorder to obtain any required approval from any Governmental Entity or any third party to (i) propose, reasonably be expected negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Buyer or its Subsidiaries (including the Sold Companies following the Closing), (ii) terminate existing relationships, contractual rights or obligations of Buyer or its Subsidiaries (including the Sold Companies following the Closing), (iii) terminate any venture or other arrangement of the Buyer or its Subsidiaries (including the Sold Companies following the Closing), (iv) otherwise take or commit to take actions that after the Closing Date would limit Buyer’s or its Subsidiaries’ (including the Sold Companies’ following the Closing) freedom of action with respect to, or its ability to retain, one or more of the businesses, product lines or assets of Buyer and its Subsidiaries (including the Sold Companies following the Closing), (v) subject to Section 5.3(d), oppose or defend against any Action to prevent or enjoin the consummation of the transactions contemplated by this Agreement or (vi) defend any Action brought by any Governmental Entity in order to avoid entry of, or to have the effect of preventing vacated, overturned or materially hindering terminated, including by appeal if necessary, in order to resolve any such objections or imposing challenge as such Governmental Entity or private party may have to such transactions under any material delay in the satisfaction applicable Competition Law so as to permit consummation of the condition to Closing set forth in Section 7.1(b)transactions contemplated by this Agreement.

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of set forth in this Agreement, each Party will Parent and the Company Parties shall, and shall cause their respective Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, in the Transactions as promptly as practicable after most expeditious manner practicable, the date hereof (and in any event prior to the Outside Date)transactions contemplated by this Agreement, including (i) preparing the satisfaction of the conditions precedent to the obligations of the Company Parties (in the case of Parent) or Parent and filing Merger Sub (in the case of the Company Parties) to the Merger, (ii) the obtaining of all necessary consents or otherwise providingwaivers from Third Parties, in consultation with including the Company Consents, (iii) the obtaining of all necessary actions or no-actions, expirations or terminations of waiting periods under the HSR Act or other Party Antitrust Laws, waivers, consents, authorizations, Permits, Orders and approvals from, or any exemption by, any Governmental Entity and the taking of all commercially reasonable steps as may be necessary to obtain expirations or terminations of waiting periods under the HSR Act or other Antitrust Laws, an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The parties agree to prepare and file any notification and report form and related material required under the HSR Act and any additional consents and filings under any Antitrust Laws as promptly as practicable and advisable after following the date of this Agreement (but in no event more than fifteen (15) Business Days from the date hereof (and except by mutual consent confirmed in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Datewriting). In furtherance and not in limitation of the foregoing, The parties further agree that they will consult with each Party agrees to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act other with respect to the Transactions as promptly as practicableobtaining of all Permits and consents of all Third Parties and Governmental Entities, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods period under the HSR Act as soon as practicable (and in under any event prior other Antitrust Laws necessary or advisable to consummate the Outside Date), (B) make an appropriate filing with transactions contemplated by this Agreement. Parent and the European Commission Company Parties shall use commercially reasonable efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all the Merger or the other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of transactions contemplated by this Agreement, to take all and the Company Parties and Parent shall keep each other actions necessary to cause the expiration or termination apprised of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior status of matters relating to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely with respect to the Business or any Purchased Asset and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any completion of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Businesstransactions contemplated hereby. (b) Each Subject to applicable Law relating to the exchange of Purchaser information, each of Parent, on the one hand, and Seller the Company Parties, on the other hand, shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein6.3(a) to obtain all waiting period expirations or terminationsrequisite actions, no-actions, waivers, consents, clearancesauthorizations, waiversPermits, licenses, orders, registrationsOrders, approvals, permitsexemptions, and authorizations expirations or terminations of applicable waiting periods for the Transactions transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform keep the other Party party and its counsel informed of any communication received by such Party party from, or given by such Party party to, the Antitrust Division of the Department of Justice (the “DOJ”)FTC, the Federal Trade Commission (the “FTC”) DOJ or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions transactions contemplated by this Agreement, and (iii) permit the other Party party and its counsel to review in advance any written communication that intended to be given by it gives to, and consult with each other in advance of any meeting, substantive discussion, telephone call or conference with, the DOJFTC, the FTC DOJ or any other Governmental Entity, Entity or, in connection with any proceeding by a private partyparty regarding any of the transactions contemplated by this Agreement, with any other Personsuch private party, and to the extent permitted not prohibited by the DOJFTC, the FTC DOJ or other applicable Governmental Entity or other Person, give the other Party party and its counsel the opportunity to attend and participate in such meeting, discussion, telephone call or conference. Neither Parent nor the Company Parties shall commit to or agree with any in-person meetingsGovernmental Entity to stay, substantive telephone calls hold or conferences with extend any applicable waiting period under the DOJ, the FTC HSR Act or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to Antitrust Law without the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or prior written consent of the Business, other. Parent and the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Company Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b6.3(b) as “Outside Antitrust Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient (including experts and consultants retained by outside antitrust counsel in Section 5.1(aconnection with the transactions contemplated by this Agreement) and this Section 5.1(bwill not be disclosed by such outside counsel or experts or consultants to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (Parent or the Company as the case may be) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject or its legal counsel. Notwithstanding anything to the limitations contrary in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof6.3(b), Purchaser will control materials provided to the ultimate strategy for securing approvals other party or its outside counsel may be redacted to remove references concerning the valuation of the Company Equity Interests or the business of the Company Entities. For purposes of this Agreement, “Antitrust Law” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and expiration all Laws, Orders and judicial doctrines of relevant waiting periods under any Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the Antitrust Lawspurpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (c) Neither Seller nor Purchaser Except as otherwise provided in Section 6.3(b) with respect to Antitrust Counsel Only Material, and subject to applicable Law relating to the exchange of information, Parent and the Company Parties shall, upon request, furnish each other with all information concerning themselves, their respective Subsidiaries, directors, officers, employees and equity holders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company Parties or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Parent and the Company Parties shall enter into promptly advise each other upon receiving any transaction agreement forcommunication from any Governmental Entity or private party in respect of any filing, investigation, inquiry or proceeding concerning this Agreement or the transactions contemplated by this Agreement. (e) Each of the Company Parties and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to Third Parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any Third-Party consents, including the Company Consents. (f) Notwithstanding anything in this Agreement to the contrary, Parent and its Subsidiaries shall investigate, initiate and defend any proceeding or litigation, make reasonable offers of compromise, and make reasonable efforts to promptly remove or cause to be removed any direction, determination, requirement, injunction, order, condition or limitation that prevents or would prevent, or consummatethat makes illegal, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction timely consummation of the condition Merger and the other transactions contemplated by this Agreement; provided, however, and notwithstanding anything in this Agreement to the contrary, Parent and its Subsidiaries shall have no obligation to (i) seek appellate review by any court or appellate review by any administrative agency (including but not limited to plenary hearing at the FTC) of any Order, decree, initial decision, or ruling pertaining to the Merger or other transactions contemplated by this Agreement, or (ii) sell, hold separate or otherwise dispose of any business or assets or conduct their business in a specified manner prior to or following the Closing set forth Date in Section 7.1(b)connection with the receipt of any necessary governmental approvals, clearances or agreements not to contest the transactions contemplated under this Agreement.

Efforts; Regulatory Approvals. (a) Subject Prior to the terms Closing, Parent, Merger Sub and conditions of this Agreement, each Party will the Company shall use its their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law Laws to consummate and make effective the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date)Merger, including (i) preparing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Merger, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or otherwise providingapproval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by the Parent, Merger Sub, the Company or any of their respective Subsidiaries in consultation connection with the other Party Merger or the taking of any action contemplated by this Agreement, and as promptly as practicable (iv) the execution and advisable delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Additionally, Parent, Merger Sub and the Company shall use reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date hereof (and of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any event prior to the Outside Date)consent, all documentation to effect all authorization, Order or approval of, or any exemption by, any such Governmental Entity necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from prior to Closing. To the extent that transfers of any third party and/or Permits issued by any Governmental Entity in order are required as a result of the execution of this Agreement or the consummation of the Merger (including Permits required pursuant to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside DateEnvironmental Laws), and the Parties hereto shall use reasonable best efforts to effect such transfers. (iib) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation of the foregoingother covenants contained in this Section 5.7, each Party agrees of the Parent, Merger Sub, and the Company shall use its reasonable best efforts to (A) make an appropriate filing of a Notification take, or cause to be taken, any and Report Form pursuant all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment (“Foreign Investment Laws”), with respect to the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties)Agreement, and to supply avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and advisable effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration businesses, assets, equity interests, product lines or termination properties of the applicable waiting periods under Parent, Merger Sub and the HSR Act as soon as practicable Company (and or any of their respective subsidiaries) or any equity interest in any event prior to joint venture held by Parent, Merger Sub and the Outside DateCompany (or any of their respective subsidiaries), (Bii) make an appropriate filing with creating, terminating, or divesting relationships, ventures, contractual rights or obligations of the European Commission Parent, Merger Sub and the Company or their respective Subsidiaries and (iii) otherwise taking or committing to take any action that would limit the Parent’s or the Merger Sub’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of the Transactions Parent, Merger Sub and the Company (including any of their respective Subsidiaries) or any equity interest in any joint venture held by the Parent, Merger Sub and the Company (or any of their respective Subsidiaries), in each case as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant required in order to Antitrust Laws and, subject to the terms obtain all approvals and conditions of this Agreement, to take all other actions necessary to cause the expiration consents required directly or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested indirectly under any Antitrust Laws andLaw or Foreign Investment Laws, subject or to avoid the terms and conditions commencement of this Agreementany action to prohibit the Closing of the Agreement under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing of the Agreement or delay the Closing of the Agreement beyond the End Date, provided, however, that Parent shall not be required to take all other any actions necessary to cause under this Section 5.7 that would reasonably be expected to, individually or in the expiration or termination aggregate, result in a one-year loss of revenues determined in accordance with GAAP (as measured by the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after four full fiscal quarters for which financial statements are available immediately preceding the date hereof (relevant measurement period) of more than $175.0 million on a combined basis for both the Company and in any event prior to the Outside Date)its Subsidiaries and Parent and its Subsidiaries. Notwithstanding anything to the contrary Nothing in this AgreementSection 5.7(b) shall require by the Parent, none of Purchaser or any of its Subsidiaries shall be required to, Merger Sub and Seller shall not and shall not permit any of its Subsidiaries the Company to (in the case of Seller or its Subsidiaries, solely with respect to the Business or any Purchased Asset and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer take or agree to, or otherwise to take any action with respect toto its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. (c) The Company and Parent shall each keep the other apprised of the status of matters relating to the completion of the Merger and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any requirementGovernmental Entity undertaken pursuant to the provisions of this Section 5.7. In that regard, conditionprior to the Closing, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action each Party shall promptly consult with one another with respect to, and provide any requirementnecessary information with respect to (and, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event case of correspondence, provide the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreementother Parties (or their counsel) copies of), in no event shall Seller or all filings made by such Party with any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act Governmental Entity or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Antitrust Division of Merger. Each Party to this Agreement shall promptly inform the Department of Justice (the “DOJ”)other Parties to this Agreement, the Federal Trade Commission (the “FTC”) or any other Governmental Entityand if in writing, by promptly providing copies to furnish the other Party (or their counsel) with copies of any such written (or, in the case of oral communications, advise the other Party (or their counsel) orally of) any communication from any Governmental Entity regarding the Merger, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review and discuss in advance any communication that it gives toadvance, and consult with each consider in good faith the views of the other Party in advance of any meeting, substantive telephone call or conference connection with, the DOJ, the FTC any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental EntityEntity with respect to the Merger, orthen such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with any proceeding by a private partythis Agreement and the Merger unless, so long as reasonably practicable, it consults with any the other PersonParty in advance and, and to the extent permitted by the DOJsuch Governmental Entity, the FTC or other applicable Governmental Entity or other Person, give gives the other Party the opportunity to attend and participate in thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other such Governmental Entity with respect to this Agreement and the Merger, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or other Personsubmissions of information to any such Governmental Entity; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) this Section 5.7 may be redacted (Ai) to remove references concerning the valuation of Purchaser, Seller the Company and the Merger or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereofother confidential information, (Bii) as necessary to comply with contractual arrangements existing as of the date hereof arrangements, and (Ciii) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable . (d) The Company and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to Parent shall use reasonable best efforts to take (i) file, as promptly as practicable, but in any event no later than ten (10) business days after the date of this Agreement, all steps notifications required under the HSR Act; and (ii) make any other required or advisable filings (as may be necessarydetermined by Parent) under any antitrust, subject competition, foreign investment or similar Laws as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the limitations HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) Notwithstanding anything to the contrary contained herein, the Parties agree that it is Parent’s sole right to control, direct and devise the strategy for all filings, notifications, submissions, communications and other dealings and decision-making in connection with the HSR Act and other antitrust, competition, foreign investment and similar Laws. Notwithstanding the foregoing, nothing in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof5.7(e) shall limit Parent’s obligations under Section 5.7(a), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (b), (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(band (d).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will The Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after Contemplated Transactions. Without limiting the date hereof (and in any event prior to the Outside Date), including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Contemplated Transactions, (Aii) make an appropriate filing of a Notification and Report Form shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the HSR Act with respect Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use reasonable best efforts to lift any injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable best efforts to satisfy the conditions precedent to the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions consummation of this Agreement. (b) The Company shall use commercially reasonable efforts to contemplate the transactions in connection with the Combined Companies. The Company shall make or cause to be made all filings and other submissions (if any) and give all notices (if any) required to be made in connection with the transactions to acquire the Combined Companies (ii) shall use best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party in connection with the transactions to take all acquire the Combined Companies, (iii) shall use best efforts to lift any injunction prohibiting, or any other actions necessary legal bar to, the Contemplated Transactions and (iv) shall use its best efforts to cause satisfy the expiration or termination conditions precedent related to the Combined Companies to the consummation of this Agreement. (c) Notwithstanding the generality of the applicable waiting periods foregoing, each Party shall use best efforts to file or obtain consents under such Antitrust Laws otherwise submit, as promptly soon as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Business or Contemplated Transactions, and to submit promptly any Purchased Asset and unless expressly permitted additional information requested by Section 5.2), without any such Governmental Authority. Without limiting the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any generality of the foregoing, the Parties shall, promptly and no later than five (25) conductBusiness Days after the date of this Agreement, restrictprepare and file, operateif any, invest (a) the notification and report forms required to be filed under the HSR Act and (b) any notification or otherwise change other document required to be filed in connection with the assetsMerger under any applicable foreign Law relating to antitrust or competition matters. The Company and MEDS shall respond, as promptly as is practicable to respond, in compliance with (i) any inquiries or requests received from the business Federal Trade Commission or portion the Department of Justice for additional information or documentation, and (ii) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Authority in connection with antitrust or competition matters. (d) Until the Closing or earlier termination of this Agreement, MEDS and the Company will each: (i) give the other Party prompt notice of the business commencement of Sellerany investigation, Purchaser action or Legal Proceeding by or before any Subsidiary thereof Governmental Authority with respect to this Agreement or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested other transactions contemplated by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1ii) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing keep the other Party informed as to have a reasonable opportunity to review in advance the status of any such investigation, action or Legal Proceeding, and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (iiiii) promptly inform the other Party of any communication received by such Party fromto or from the Federal Trade Commission, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to Authority regarding this Agreement or any of the other Party of any such written communications, and of any material communication received or given in connection with any proceeding transactions contemplated by a private partythis Agreement, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other under applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only MaterialLegal Requirements.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will shall use its commercially reasonable best efforts efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law Laws and regulations to consummate the Transactions contemplated by this Agreement (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable after with all requirements of Governmental Authorities applicable to the date hereof Transactions contemplated by this Agreement. Each of the Company, Purchaser and the Acquisition Entities shall use their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in order to complete lawfully the Transactions, under the Laws set forth and described on Section 7.9 of their respective Disclosure Schedules (and the “Regulatory Approvals”) as soon as practicable (but in any event prior to the Outside DateDate (as defined below), including (i) preparing and filing or otherwise providing, in consultation with the other Party any and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all action necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after contemplated hereby. Each of the date hereof (Company, Purchaser and in any event prior to the Outside Date), and (ii) taking all steps Acquisition Entities shall take such action as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation of the foregoing, each Party agrees to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary required to cause the expiration or termination of the applicable waiting waiting, notice or review periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission applicable Regulatory Approval with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions execution of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary contained in this Agreement, none of Purchaser nothing contained in this Section 7.9 or Section 7.10 shall require or obligate Purchaser, any Target Companies, or any of its Subsidiaries shall their respective Affiliates to agree or otherwise be required to, and Seller shall not and shall not permit take or forbear from any of its Subsidiaries to (commercially impracticable action or accept any condition or restriction in the case of Seller or its Subsidiaries, solely with respect to the Business or any Purchased Asset and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of obtain any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained BusinessRegulatory Approvals. (b) Each With respect to each of the Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company, Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust LawAcquisition Entities shall use its commercially reasonable efforts, (i) to the extent required by applicable Law, promptly submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the Regulatory Approvals; (ii) diligently and expeditiously defend and use commercially reasonable efforts to obtain any necessary clearance, approval, consent or Regulatory Approval under any applicable Law prescribed or enforceable by any Governmental Authority for the Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the Transactions; and (iii) cooperate in all respects and consult with each other in connection the defense of such matters. To the extent not prohibited by Law, the Company and the Acquisition Entities shall promptly furnish to Purchaser, and Purchaser shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any Governmental Authority with any filing or submission respect to the Transactions, and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing each such party shall permit counsel to the other Party to have a reasonable parties an opportunity to review in advance advance, and comment on drafts of filings and submissions and reasonably considering each such party shall consider in good faith comments the views of such counsel in connection with, any proposed substantive written communications by such party or its Affiliates to any Governmental Authority concerning the Transactions; provided, however, that none of the Company, Purchaser or any of the Acquisition Entities shall enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other Party, parties. (iic) promptly inform the other Party of If any communication received by such Party from, Governmental Authority requires that a hearing or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given meeting be held in connection with any proceeding by a private party, in each case regarding any its approval of the Transactions and (iii) permit contemplated hereby, whether prior to the other Closing or after the Closing, each Party shall arrange for Representatives of such Party to review be present for such hearing or meeting. No party to this Agreement shall agree to participate in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive video or telephone call conference, or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection communications with any proceeding by a private partyGovernmental Authority in respect of any filings, investigation or other inquiry unless it consults with any the other Personparties in advance and, and to the extent permitted by the DOJsuch Governmental Authority, the FTC or other applicable Governmental Entity or other Person, give gives the other Party parties the opportunity to attend and participate at such meeting, conference or other communications unless it consults with the other Parties in advance, and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting, conference or other communications. If any objections are asserted with respect to the Transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions contemplated by this Agreement or any Ancillary Document as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions contemplated hereby or thereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions contemplated by this Agreement and the Ancillary Documents, including in order to resolve such objections or Actions which, in any in-person meetingscase if not resolved, substantive telephone calls could reasonably be expected to prevent, materially impede or conferences materially delay the consummation of the Transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions contemplated by this Agreement, or any Ancillary Document, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions contemplated by this Agreement or the Ancillary Documents. (d) Each of the Company, Purchaser and the Acquisition Entities agrees to make all filings, to provide all information reasonably required of such party and to reasonably cooperate with each other, in each case, in connection with the DOJ, the FTC or other Governmental Entity or other PersonRegulatory Approvals; provided, however, that materials such party shall not be required to be provided pursuant provide information to the foregoing clauses extent that (i)-(iiiw) may be redacted any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (Ax) in the reasonable judgment of such party, the information is subject to remove references concerning confidentiality obligations to a third party, (y) in the valuation reasonable judgment of Purchasersuch party, Seller the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or any financial condition of their respective Subsidiariessuch party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the Businessattorney-client, the Purchased Assets work product or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Lawsapplicable privilege. (ce) Neither Seller nor Purchaser The Company, on the one hand, and Purchaser, on the other, shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction responsible for and pay one-half of the condition filing fees payable to Closing set forth the Governmental Authorities in Section 7.1(b)connection with the Transactions, including such filing fees payable by an Acquisition Entity.

Efforts; Regulatory Approvals. (a) Subject The Parties shall use commercially reasonable efforts to consummate the Contemplated Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Contemplated Transactions, (ii) shall use commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the terms and conditions consummation of this Agreement, each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate . (b) Notwithstanding the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees shall use commercially reasonable efforts to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicablefile or otherwise submit, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Parties shall prepare and file, if required, (a) the notification and report forms required to be filed under the Hxxx–Sxxxx–Rxxxxx Antitrust Improvements Act of 1976 and (b) any notification or other document required to be filed in connection with the Acquisition under any applicable foreign Law relating to antitrust or competition matters, no later than ten (10) Business Days after the date the Company and Parent receive notification (in writing or otherwise) from the Federal Trade Commission, the Department of Justice, any Purchased Asset state attorney general, foreign antitrust or competition authority or other Governmental Authority that a filing is required in connection with antitrust or competition matters. (c) Without limiting the generality of the foregoing, Parent shall give the Company prompt written notice (email being sufficient) of any litigation against Parent and/or its directors relating to this Agreement or the Contemplated Transactions (“Transaction Litigation”) (including by providing copies of all pleadings with respect thereto) and unless expressly permitted by Section 5.2keep the Company reasonably informed with respect to the status thereof. Parent will (i) give the Company the opportunity to participate in, but not control, the defense, settlement or prosecution of any Transaction Litigation (to the extent that the attorney-client privilege is not undermined or otherwise adversely affected; provided that Parent and the Company will use commercially reasonable efforts to find alternative solutions to not undermine or adversely affect the privilege such as entering into common interest agreements, joint defense agreements or similar agreements), without (ii) consult with the Company with respect to the defense, settlement and prosecution of any Transaction Litigation and (iii) consider in good faith the Company’s advice with respect to such Transaction Litigation. Parent will obtain the prior written consent of Purchaserthe Company (such consent not to be unreasonably withheld, become subject to, consent conditioned or delayed) prior to settling or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose satisfying any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Businessclaim. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will shall use its commercially reasonable best efforts efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law Laws and regulations to consummate the Transactions contemplated by this Agreement (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable after with all requirements of Governmental Authorities applicable to the date hereof Transactions contemplated by this Agreement. Each of the Company, Purchaser and the Acquisition Entities shall use their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in order to complete lawfully the Transactions, under the Laws set forth and described on Section 7.9 of their respective Disclosure Schedules (and the “Regulatory Approvals”) as soon as practicable (but in any event prior to the Outside DateDate (as defined below), including (i) preparing and filing or otherwise providing, in consultation with the other Party any and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all action necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after contemplated hereby. Each of the date hereof (Company, Purchaser and in any event prior to the Outside Date), and (ii) taking all steps Acquisition Entities shall take such action as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation of the foregoing, each Party agrees to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary required to cause the expiration or termination of the applicable waiting waiting, notice or review periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission applicable Regulatory Approval with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions execution of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary contained in this Agreement, none of Purchaser nothing contained in this Section 7.9 or Section 7.10 shall require or obligate Purchaser, any Target Companies, or any of its Subsidiaries shall their respective Affiliates to agree or otherwise be required to, and Seller shall not and shall not permit take or forbear from any of its Subsidiaries to (commercially impracticable action or accept any condition or restriction in the case of Seller or its Subsidiaries, solely with respect to the Business or any Purchased Asset and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of obtain any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained BusinessRegulatory Approvals. (b) Each With respect to each of the Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company, Purchaser and Seller shallthe Acquisition Entities shall use reasonable best efforts (i) to the extent required by applicable Laws, promptly (and, in connection with the case of the initial filing required under the HSR Act, within twenty (20) Business Days after the date hereof) submit all notifications, reports, and without limiting the efforts referenced other filings required to be submitted to a Governmental Authority in Section 5.1(a) (but subject to the limitations set forth therein) order to obtain all waiting period expirations the Regulatory Approvals; (ii) diligently and expeditiously defend and use commercially reasonable efforts to obtain any necessary clearance, approval, consent or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the Transactions under and to resolve any objections as may be asserted by any Governmental Authority with respect to the HSR Act or any other Antitrust Law, Transactions; and (iiii) cooperate in all respects and consult fully with each other in connection the defense of such matters. To the extent not prohibited by Law, the Company and the Acquisition Entities shall promptly furnish to Purchaser, and Purchaser shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any Governmental Authority with any filing or submission respect to the Transactions, and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing each such party shall permit counsel to the other Party to have a reasonable parties an opportunity to review in advance advance, and comment on drafts of filings and submissions and reasonably considering each such party shall consider in good faith comments the views of such counsel in connection with, any proposed substantive written communications by such party or its Affiliates to any Governmental Authority concerning the Transactions; provided, however, that none of the Company, Purchaser or any of the Acquisition Entities shall enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other Party, parties. (iic) promptly inform the other Party of If any communication received by such Party from, Governmental Authority requires that a hearing or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given meeting be held in connection with any proceeding by a private party, in each case regarding any its approval of the Transactions and (iii) permit contemplated hereby, whether prior to the other Closing or after the Closing, each Party shall arrange for Representatives of such Party to review be present for such hearing or meeting. No party to this Agreement shall agree to participate in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive video or telephone call conference, or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection communications with any proceeding by a private partyGovernmental Authority in respect of any filings, investigation or other inquiry unless it consults with any the other Personparties in advance and, and to the extent permitted by the DOJsuch Governmental Authority, the FTC or other applicable Governmental Entity or other Person, give gives the other Party parties the opportunity to attend and participate at such meeting, conference or other communications unless it consults with the other Parties in advance, and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting, conference or other communications. If any objections are asserted with respect to the Transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions contemplated by this Agreement or any Ancillary Document as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions contemplated hereby or thereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions contemplated by this Agreement and the Ancillary Documents, including in order to resolve such objections or Actions which, in any in-person meetingscase if not resolved, substantive telephone calls could reasonably be expected to prevent, materially impede or conferences materially delay the consummation of the Transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions contemplated by this Agreement, or any Ancillary Document, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions contemplated by this Agreement or the Ancillary Documents. (d) Each of the Company, Purchaser and the Acquisition Entities agrees to make all filings, to provide all information reasonably required of such party and to reasonably cooperate with each other, in each case, in connection with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concernsRegulatory Approvals; provided, further, that each such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the Parties mayattorney-client, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the work product or other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Lawsapplicable privilege. (ce) Neither Seller nor Purchaser The Company, on the one hand, and Purchaser, on the other, shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction responsible for and pay one-half of the condition filing fees payable to Closing set forth the Governmental Authorities in Section 7.1(b)connection with the Transactions, including such filing fees payable by an Acquisition Entity.

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will The Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after Contemplated Transactions. Without limiting the date hereof (and in any event prior to generality of the Outside Date)foregoing, including each Party: (i) preparing shall make all filings and filing or otherwise providing, other submissions (if any) and give all notices (if any) required to be made and given by such Party in consultation connection with the other Party and as promptly as practicable and advisable after the date hereof Contemplated Transactions, (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and ii) shall use commercially reasonable efforts to obtain as promptly as practicable each Consent (and in any event prior to the Outside Dateif any) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable reasonably required to be obtained from (pursuant to any third party and/or applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any Governmental Entity in order injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to consummate satisfy the Transactions as promptly as practicable after the date hereof (and in any event prior conditions precedent to the Outside Date), and consummation of this Agreement. (iib) taking all steps as may be necessary, subject to Notwithstanding the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees shall use commercially reasonable efforts to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicablefile or otherwise submit, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Business Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Authority. (c) Without limiting the generality of the foregoing, Aspen shall give the Company prompt written notice of any litigation against Aspen and/or its directors relating to this Agreement or the Contemplated Transactions (“Aspen Transaction Litigation”) (including by providing copies of all pleadings with respect thereto) and keep Company reasonably informed with respect to the status thereof. Aspen will (i) give the Company the opportunity to participate in, but not control, the defense, settlement or prosecution of any Purchased Asset Aspen Transaction Litigation (to the extent that the attorney-client privilege is not waived, undermined, or otherwise adversely affected; provided that Aspen and unless expressly permitted by Section 5.2the Company will use commercially reasonable efforts to find alternative solutions to not undermine or adversely effect the privilege such as entering into common interest agreements, joint defense agreements or similar agreements), without (ii) consult with the Company with respect to the defense, settlement and prosecution of any Aspen Transaction Litigation and (iii) consider in good faith the Company’s advice with respect to such Aspen Transaction Litigation. Aspen will obtain the prior written consent of Purchaserthe Company (such consent not to be unreasonably withheld, become subject toconditioned or delayed) prior to settling or satisfying any such claim. Without otherwise limiting the D&O Indemnified Parties’ rights with regard to the right to counsel, consent following the Effective Time, the D&O Indemnified Parties shall be entitled to continue to retain Xxxxxxx Procter LLP or offer or agree tosuch other counsel selected by such Indemnified Parties to defend any Aspen Transaction Litigation. Prior to the Closing, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order the Company shall have the right to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose control the defense and settlement of any assetslitigation brought against the Company and/or its directors, business or portion of business of Seller, Purchaser or any Subsidiary of and not against Aspen and/or any of the foregoingAspen’s directors, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent related to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets Agreement or the Retained Business or Contemplated Transactions (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJCompany Transaction Litigation”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies but shall reasonably consult with and permit Aspen and its Representatives to participate in consideration to the other Party Company’s advice with respect to such Company Transaction Litigation. The Company shall promptly advise Aspen of any such written communicationsthe initiation of, and shall keep Aspen reasonably apprised of any material communication received or given developments in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Materialsuch Company Transaction Litigation.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject The Parties shall use commercially reasonable efforts to consummate the Contemplated Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Contemplated Transactions, (ii) shall use commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the terms and conditions consummation of this Agreement, each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate . (b) Notwithstanding the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees shall use commercially reasonable efforts to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicablefile or otherwise submit, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Business or Contemplated Transactions, and to submit promptly any Purchased Asset and unless expressly permitted additional information requested by Section 5.2), without any such Governmental Authority. Without limiting the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any generality of the foregoing, (2) conductthe Parties shall, restrict, operate, invest or otherwise change promptly after the assets, the business or portion date of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject toprepare and file, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assetsif any, (2a) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser notification and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject report forms required to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions be filed under the HSR Act and (b) any notification or other document required to be filed in connection with the Merger under any other Antitrust Law, applicable foreign Law relating to antitrust or competition matters. The Company and Parent shall respond as promptly as is practicable to respond in compliance with: (i) cooperate in all respects and consult with each other in connection with any filing inquiries or submission and in connection with any investigation requests received from the Federal Trade Commission or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice for additional information or documentation and (the “DOJ”)ii) any inquiries or requests received from any state attorney general, the Federal Trade Commission (the “FTC”) foreign antitrust or any competition authority or other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given Authority in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call antitrust or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Materialcompetition matters.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject Each of the Parties agrees to the terms and conditions of this Agreement, each Party will use its commercially reasonable best efforts to take, or cause to be taken, all actions prepare and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions file as promptly as practicable after the date hereof (and in any event prior to the Outside Date), including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all necessary applicationsfilings, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders Permits or Orders from all applicable Government Entities and approvals otherwise to cause each of the conditions to Closing set forth in ARTICLE VI to be satisfied as promptly soon as practicable after the date hereof (and in any event prior to the Outside Date)reasonably practicable. In furtherance and not in limitation of the foregoing, each Party agrees to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials material that may be requested by the European Commission any Government Entity pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely with respect to the Business or any Purchased Asset and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained BusinessLaws. (b) Each of Purchaser and Seller shallFurther, in connection with and without limiting the efforts referenced in generality of the rest of this Section 5.1(a) (but subject to 5.5, each of the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) Parties shall reasonably cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiryinquiry and shall promptly (i) furnish to the other such necessary information and reasonable assistance as the other Parties may request in connection with the foregoing, including (ii) inform the other of any proceeding initiated communication received from or given to any Government Entity or any material communication received from or given to a customer, supplier or other vendor relating to any regulatory approval or review by any Government Entity, and (iii) provide counsel for the other Parties with copies of all correspondence between such Party (and its advisors) with any Government Entity and any other information supplied by such Party and such Party’s Affiliates to a Government Entity or received from such a Government Entity in connection with the transactions contemplated by this Agreement; provided, however, that materials may be withheld or redacted as necessary to comply with contractual arrangements and with applicable Law, and as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Each Party shall, subject to applicable Law, permit counsel for the other Parties to review in advance, and consider in good faith the views of the other parties in connection with, any proposed written communication to any Government Entity or, in the case of any proceedings by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental EntityPerson, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and transactions contemplated hereby. The Parties shall consult with each other if practicable in advance of any meeting, substantive discussion, telephone call or conference with, the DOJ, the FTC or with any other Governmental Entity, Government Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted not expressly prohibited by the DOJ, the FTC or other applicable Governmental Government Entity or other Person, applicable Law or any Contract of the Acquired Companies, give the other Party the opportunity to attend and participate in any in-person meetingssuch meetings and conferences, substantive telephone calls or conferences with in each case, regarding the DOJ, the FTC or other Governmental Entity or other Persontransactions contemplated hereby; provided, however, that materials required to be provided pursuant to a Party may prohibit the foregoing clauses (i)-(iii) other Party from attending any such meeting or conference where commercially sensitive or privileged information may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Lawsdiscussed. (c) Neither Seller nor Purchaser Each Party shall enter into not, and shall cause each of its respective Affiliates not to, take any transaction agreement for, action which is intended to or consummate, an acquisition of a business that would, in each case, which would reasonably be expected to have adversely affect the effect ability of preventing any of the Parties from obtaining (or materially hindering or imposing any material cause delay in obtaining) any necessary approvals or clearances of any Government Entity required for the satisfaction transactions contemplated hereby, from performing its covenants and agreements under this Agreement, or from consummating the transactions contemplated hereby. Each Party and its respective Affiliates shall not directly or indirectly extend any waiting period under applicable Laws or enter into any agreement to delay or not to consummate the transactions contemplated by this Agreement except with the prior written consent of the condition other Party. Notwithstanding anything contained herein, Buyer shall be under no obligation (i) to Closing set forth sell, divest, license or dispose of any assets or businesses of Buyer (or its Affiliates) or the Acquired Companies, (ii) to enter into any agreement to take or commit to take actions that limit Buyer or its Affiliates’ freedom of action with respect to, or their ability to retain, any of the business, product lines or assets of Buyer (or its Affiliates) or the Acquired Companies, or (iii) to institute or defend any Action or Proceeding, including appeals, asserted in Section 7.1(b)or before any Government Entity by any Party.

Efforts; Regulatory Approvals. (a) Subject to the terms Buyer shall, and conditions of this Agreementshall cause its Affiliates to, each Party will (i) use its reasonable best efforts to takepromptly obtain all authorizations, consents, orders, waivers and approvals of all Governmental Entities that may be or become necessary or advisable for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements, (ii) cooperate fully with Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any Governmental Entity as such Governmental Entity may request in connection herewith. Each party, as applicable, agrees to, and to cause its Affiliates to, file promptly after the date of this Agreement (but in no event later than seven business days after the date of this Agreement, unless a later date is mutually agreed in writing by the parties) any Notification and Report Forms and related material required to be takenfiled with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to the transactions contemplated by this Agreement, all actions and to dosupply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party, or as applicable, agrees to, and to cause to be doneits Affiliates to, all things necessary, proper or advisable under applicable Law to consummate the Transactions make as promptly as practicable after the date hereof of this Agreement (and but in no event later than 15 business days after the date of this Agreement, unless a later date is mutually agreed in writing by the parties) any event prior other Antitrust Filings required under any applicable Laws with respect to the Outside DateTransactions and to use commercially reasonable efforts to obtain an early termination of any applicable waiting period (to the extent applicable), including (i) preparing and filing or otherwise providing, in consultation with the other Party and to supply as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Dateappropriate Governmental Entities any additional information and documentary material that may be requested pursuant to such applicable Laws. Neither Seller, on the one hand, nor Buyer, on the other hand, may (or may permit any of their respective Affiliates to), all documentation without the written consent of the other party, (A) cause any such filing or submission applicable to effect all necessary applicationsit to be withdrawn or refiled for any reason, noticesincluding to provide the applicable Governmental Entity with additional time to review any of the transactions contemplated by this Agreement, petitions, filings, and other documents and or (B) consent to obtain as promptly as practicable (and in any event prior to the Outside Date) all voluntary extension of any statutory deadline or waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or voluntary delay of the consummation of the transactions contemplated by this Agreement. Buyer will pay all filing fees to any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in obtain any event prior to the Outside Date)such authorizations, and (ii) taking all steps as may be necessaryconsents, subject to the limitations orders, waivers or approvals referenced in this Section 5.16.05(a). (b) Without limiting the generality of Buyer’s undertaking pursuant to Section 6.05(a), Xxxxx agrees to obtain all such waiting period expirations or terminationsuse its reasonable best efforts, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof shall cause its Affiliates to use their respective reasonable best efforts (and in to take any event prior and all steps necessary or advisable to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Entity or any other Person) so as to enable the Outside Date). In furtherance and not in limitation of the foregoing, each Party agrees parties to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to close the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the European Commission with respect sale, divestiture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to the Transactions as promptly as practicable be acquired by it pursuant hereto, terminating any existing relationships and advisable after the date hereofcontractual rights and obligations, and the entrance into such other arrangements as are necessary or advisable in order to supply as promptly as practicable avoid the entry of, and advisable the commencement of litigation seeking the entry of, or to effect the dissolution of, any additional information injunction, temporary restraining order or other order in any action, suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of 67 the Transactions. In addition, Buyer shall use its reasonable best efforts, and documentary materials that may be requested by the European Commission pursuant shall cause its Affiliates to Antitrust Laws and, subject to the terms and conditions of this Agreementuse their respective reasonable best efforts, to take all other actions necessary defend through litigation on the merits any claim asserted in court by any party in order to cause avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event Closing prior to the Outside Date) and ; provided, however, that such litigation in no way limits the obligation of Buyer to use its reasonable best efforts, or to cause its Affiliates to use their respective reasonable best efforts (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable take any and advisable any additional information all steps necessary to eliminate each and documentary materials that may be requested every impediment under any Antitrust Laws andantitrust, subject competition or trade regulation Law) to close the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event Transactions prior to the Outside Date). Notwithstanding anything For the avoidance of doubt, Xxxxx’s obligations under this Section 6.05(b) shall be absolute and shall not be qualified or limited by what may be considered commercially reasonable or any efforts standard. (c) Subject to applicable Law, Buyer and Seller shall promptly notify the contrary in this Agreement, none other party of Purchaser any communication it or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit Affiliates receives from any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely with respect Governmental Entity relating to the Business or any Purchased Asset matters that are the subject of this Section 6.05 and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any permit such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party party to review in advance any proposed communication by such party to any Governmental Entity. Neither Buyer nor Seller shall (or shall permit any of their respective Affiliates to) agree to participate in any communication with any Governmental Entity in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry relating to the matters that it gives toare the subject of this Agreement, and consult unless such party consults with each the other party in advance of any meetingand, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJsuch Governmental Entity, the FTC or other applicable Governmental Entity or other Person, give gives the other Party party the opportunity to attend and participate at such communication. Buyer and Seller shall, and shall cause their respective Affiliates to, coordinate and cooperate fully with each other in any in-person meetings, substantive telephone calls or conferences exchanging such information and providing such assistance as the other party may reasonably request in connection with the DOJforegoing. Buyer and Seller shall promptly provide each other with copies of all correspondence, filings or communications between them or any of their representatives or Affiliates, on the FTC or other one hand, and any Governmental Entity or members of its staff, on the other Personhand, with respect to this Section 6.05; provided, however, provided that such materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (Bi) as necessary to comply with contractual arrangements existing as of the date hereof and (Cii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the extent that such attorney-client or other under privilege or confidentiality concerns are not governed by a common interest privilege or doctrine. Notwithstanding the foregoing, (A) the foregoing provisions of this Section 5.1(b6.05(c) as shall not apply to any correspondence, filings or communications between Seller or any of its representatives or Affiliates, on the one hand, and the IIA or members of its staff, on the other hand, and (B) no party shall be required to provide the other party any information that it reasonably considers to be competitively sensitive; provided that, in such circumstance, the disclosing party shall provide the information to the receiving party’s external legal counsel on an “Outside Counsel Only Material.external counsel only basis” Without limiting Purchaser(prior to doing so, the disclosing party may seek an assurance from the receiving party’s cooperation obligations described external legal counsel that it will not provide such information to the receiving party) and, where reasonably practicable, shall provide a redacted version to the receiving party. Buyer shall, after consultation with Seller and consideration of Seller’s views in Section 5.1(agood faith, have principal responsibility for directing, devising, and implementing the strategy (I) for obtaining any necessary approval of, for responding to any request from, inquiry by, or investigation by (including directing the timing, nature, and this Section 5.1(b) (includingsubstance of all such filings or responses), for the avoidance determination of doubt, Purchaser’s obligation any actions to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in taken under this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).Section

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will The Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after Contemplated Transactions. Without limiting the date hereof (and in any event prior to the Outside Date), including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Contemplated Transactions, (Aii) make an appropriate filing of a Notification shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (under any applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full force and Report Form pursuant effect, (iii) shall use reasonable best efforts to lift any injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable best efforts to satisfy the conditions precedent to the HSR Act with respect to the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions consummation of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely with respect to the Business or any Purchased Asset and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser and Seller shall, The Company shall use commercially reasonable efforts to complete the transactions in connection with the Acquired Company. The Company shall make or cause to be made all filings and without limiting other submissions (if any) and give all notices (if any) required to be made in connection with the transactions to acquire the Acquired Company (ii) shall use best efforts referenced to obtain each Consent (if any) required to be obtained (under any applicable Law or Contract, or otherwise) by such party in Section 5.1(aconnection with the transactions to acquire the Acquired Company, (iii) shall use best efforts to lift any injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (but subject iv) shall use its best efforts to satisfy the conditions precedent related to the limitations set forth thereinAcquired Company to the consummation of this Agreement. (c) Notwithstanding the foregoing, each Party shall use best efforts to obtain file or otherwise submit, as soon as practicable after the Signing Date, all waiting period expirations applications, notices, reports and other documents reasonably required to be filed by such Party with or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permitsotherwise submitted by such Party to any Governmental Authority with respect to the Contemplated Transactions, and authorizations for to submit promptly any additional information requested by any such Governmental Authority. The Parties shall, after the Transactions Signing Date, prepare and file, if any, the notification and report forms required to be filed under the HSR Act or any other Antitrust LawAct. The Company and VINE shall respond, as promptly as is practicable to respond, in compliance with (i) cooperate in all respects any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation, and consult with each (ii) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Authority in connection with any filing antitrust or submission competition matters. (d) Until the Closing or earlier termination of this Agreement, VINE and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the Company will each: (i) give the other Party prompt written notice of the commencement of any investigation, action or Legal Proceeding by or before any Governmental Authority with respect to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments this Agreement or any of the other Partytransactions contemplated by this Agreement, (ii) keep the other Party informed as to the status of any such investigation, action or Legal Proceeding, and (iii) promptly inform the other Party of any communication received by such Party fromto or from the Federal Trade Commission, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to Authority regarding this Agreement or any of the other Party of any such written communications, and of any material communication received or given in connection with any proceeding transactions contemplated by a private partythis Agreement, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other under applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only MaterialLegal Requirements.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to (i) take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) As promptly as practicable after the execution of this Agreement, subject to Section 7.02, each Party will party to this Agreement shall cooperate with one another and (i) shall make all filings and give all notices reasonably required to be made and given by such party to any Governmental Authority in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger and the Subsequent Merger, and (ii) shall use reasonable best efforts to obtain all Consents required to be obtained (pursuant to any Applicable Law) by such party from such Governmental Authority in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger and the Subsequent Merger. Each party shall use its reasonable best efforts to take, furnish to the other parties all information reasonably requested in writing that is required for any application or cause other filing to be takenmade pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Each party shall promptly deliver to such other party a copy of each such filing made, all actions each such notice given and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after the date hereof each such Consent obtained by it. (and in any event prior c) Notwithstanding anything to the Outside Date)contrary herein, including nothing in this Agreement shall (i) preparing require Parent and filing its Subsidiaries to agree to or otherwise providingeffect (A) any divesture or hold-separate order, in consultation or enter into any license or similar agreement with respect to, or agree to restrict its ownership or operation of, any of businesses or assets of Parent, the Company, Transitory Surviving Corporation or Surviving Company or (B) any other Party and as promptly as practicable and advisable after action or agree to any limitation that could reasonably be expected to have an adverse effect on the date hereof business, assets, operations, liabilities, condition (and in any event prior to financial or otherwise) results of operations or prospects of Parent, the Outside Date)Company, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations Transitory Surviving Corporation or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary Surviving Company or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject require the Company and its Subsidiaries to agree to or effect any of the limitations in this Section 5.1, foregoing unless requested to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after do so by the date hereof Special Committee. (and in any event prior to the Outside Date). d) In furtherance and not in limitation of the foregoing, each Party agrees to (A) of Parent, the Company and the Company Shareholders shall make an appropriate filing of a Notification and Report Form or Forms pursuant to the HSR Act with respect to the Transactions transactions contemplated by this Agreement as promptly as practicable, practicable and in any event within ten (10) business days after 10 Business Days of the execution date of this Agreement (unless a later date is mutually agreed between Agreement. Parent, the Parties), Company and to supply the Company Shareholders shall respond as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely with respect to the Business or any Purchased Asset and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing inquiries or submission and in connection with any investigation requests received from the Federal Trade Commission or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice for additional information or documentation and (the “DOJ”)ii) any inquiries or requests received from any state attorney general, the Federal Trade Commission (the “FTC”) foreign antitrust authority or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given Authority in connection with any proceeding by a private partyantitrust, in each case regarding any of the Transactions competition or trade regulation law or related matters. Each party shall bear its own attorneys’ fees, costs and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, expenses incurred in connection with any proceeding by a private party, with any other Person, and the filings pursuant to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Personthis Section 7.01(d); provided, however, that materials Parent and the Company shall each pay 50% of all filing fees required to be provided paid by any party hereto pursuant to the foregoing clauses HSR Act in connection with the transactions contemplated hereby. (i)-(iiie) may be redacted (A) to remove references concerning Each such party shall promptly inform the valuation other parties hereto of Purchaser, Seller any oral communication with any Governmental Authority regarding any such filings or any such transaction. (f) No party hereto shall independently participate in any meeting or conference call with any Governmental Authority in respect of their respective Subsidiariesany such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the Businessmeeting and, to the extent permitted by such Governmental Authority, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary opportunity to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided attend and/or participate. Each party shall promptly furnish to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance parties copies of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject any notices or written communications it receives from any Governmental Authority or other third party with respect to the limitations transactions contemplated by this Agreement, and such party shall permit counsel to the other parties (including counsel to the Special Committee) an opportunity to review in advance, and such party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to Governmental Authority or other third party, including the Federal Trade Commission and Department of Justice, concerning the transactions contemplated by this Section 5.1Agreement and the Ancillary Agreements. Each party agrees to provide the other parties and their counsel (including counsel to the Special Committee) the opportunity, on reasonable advance notice, to obtain all participate in any substantive meetings or discussions, either in person or by telephone, between such waiting period expirations party and/or any of its affiliates, agents or terminationsadvisors, consentson the one hand, clearancesand any Governmental Authority or other third party, waiversincluding the Federal Trade Commission and the Department of Justice, licenseson the other hand, registrations, permits, authorizations, orders and approvals as promptly as practicable after concerning or in connection with the date hereof), Purchaser will control transactions contemplated by this Agreement or the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust LawsAncillary Agreements. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will The Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after Contemplated Transactions. Without limiting the date hereof (and in any event prior to generality of the Outside Date)foregoing, including each Party: (i) preparing shall make all filings and filing or otherwise providing, other submissions (if any) and give all notices (if any) required to be made and given by such Party in consultation connection with the other Party and as promptly as practicable and advisable after the date hereof Contemplated Transactions, (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and ii) shall use commercially reasonable efforts to obtain as promptly as practicable each Consent (and in any event prior to the Outside Dateif any) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable reasonably required to be obtained from (pursuant to any third party and/or applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any Governmental Entity in order injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to consummate satisfy the Transactions as promptly as practicable after the date hereof (and in any event prior conditions precedent to the Outside Date), and consummation of this Agreement. (iib) taking all steps as may be necessary, subject to Notwithstanding the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees shall use commercially reasonable efforts to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicablefile or otherwise submit, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Business or Contemplated Transactions, and to submit promptly any Purchased Asset and unless expressly permitted additional information requested by Section 5.2), without any such Governmental Authority. Without limiting the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any generality of the foregoing, the Parties shall, promptly and no later than ten (210) conduct, restrict, operate, invest or otherwise change Business Days after the assets, the business or portion date of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject toprepare and file, consent to or offer or agree to, or otherwise take any action with respect toif any, any requirement, condition, limitation, understanding, agreement notification or order other document required to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser and Seller shall, be filed in connection with the Merger under any applicable Israeli or foreign Law relating to antitrust or competition matters including the Israel Competition Law. The Company and without limiting the efforts referenced Vibrant shall respond as promptly as is practicable to respond in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, compliance with: (i) cooperate in all respects and consult with each other in connection with any filing inquiries or submission and in connection with any investigation requests received from the Federal Trade Commission or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice for additional information or documentation and (the “DOJ”)ii) any inquiries or requests received from any state attorney general, the Federal Trade Commission (the “FTC”) foreign antitrust or any competition authority or other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given Authority in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call antitrust or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Lawscompetition matters. (c) Neither Seller nor Purchaser Vibrant shall enter into any transaction agreement forfile a written notice with the IIA pursuant to the R&D Law and the rules and regulations related thereto in connection with the Merger. The applicable material equityholders of Vibrant and/or Company, or consummateas required by the IIA, shall execute an acquisition of a business that wouldundertaking towards the IIA, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in standard form as required by the satisfaction of IIA (the condition to Closing set forth in Section 7.1(b“IIA Undertaking”).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will The Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after Contemplated Transactions. Without limiting the date hereof (and in any event prior to generality of the Outside Date)foregoing, including each Party: (i) preparing shall make all filings and filing or otherwise providing, other submissions (if any) and give all notices (if any) required to be made and given by such Party in consultation connection with the other Party and as promptly as practicable and advisable after the date hereof Contemplated Transactions, (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and ii) shall use commercially reasonable efforts to obtain as promptly as practicable each Consent (and in any event prior to the Outside Dateif any) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable reasonably required to be obtained from (pursuant to any third party and/or applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any Governmental Entity in order injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to consummate satisfy the Transactions as promptly as practicable after the date hereof (and in any event prior conditions precedent to the Outside Date), and consummation of this Agreement. (iib) taking all steps as may be necessary, subject to Notwithstanding the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees shall use commercially reasonable efforts to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicablefile or otherwise submit, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Parties shall prepare and file, if required, (a) the notification and report forms required to be filed under the Xxxx–Xxxxx–Xxxxxx Antitrust Improvements Act of 1976 and (b) any notification or other document required to be filed in connection with the Merger under any applicable foreign Law relating to antitrust or competition matters, no later than ten (10) Business Days after the date the Company and Magenta receive notification (in writing or otherwise) from the Federal Trade Commission, the Department of Justice, any Purchased Asset state attorney general, foreign antitrust or competition authority or other Governmental Authority that a filing is required in connection with antitrust or competition matters. (c) Without limiting the generality of the foregoing, Magenta shall give the Company prompt written notice of any litigation against Magenta and/or its directors relating to this Agreement or the Contemplated Transactions (“Transaction Litigation”) (including by providing copies of all pleadings with respect thereto) and unless expressly permitted by Section 5.2keep Company reasonably informed with respect to the status thereof. Magenta will (i) give the Company the opportunity to participate in, but not control, the defense, settlement or prosecution of any Transaction Litigation (to the extent that the attorney-client privilege is not undermined or otherwise adversely affected; provided that Magenta and the Company will use commercially reasonable efforts to find alternative solutions to not undermine or adversely effect the privilege such as entering into common interest agreements, joint defense agreements or similar agreements), without (ii) consult with the Company with respect to the defense, settlement and prosecution of any Transaction Litigation and (iii) consider in good faith the Company’s advice with respect to such Transaction Litigation. Magenta will obtain the prior written consent of Purchaserthe Company (such consent not to be unreasonably withheld, become subject to, consent conditioned or delayed) prior to settling or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose satisfying any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Businessclaim. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. Subject to any obligation imposed by Law, including all Competition Laws: (a) Subject to the terms and conditions of this Agreement, each Party will of Seller and Purchaser shall cooperate, and shall use its reasonable best efforts efforts, to (i) take, or cause to be taken, all actions and to (ii) do, or cause to be done, all things necessarynecessary for it to do, proper or advisable under applicable Law Laws to consummate and make effective the Transactions, including all actions and all things necessary for it to (A) comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Transactions (which actions shall include promptly furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), (B) satisfy the conditions precedent to the obligations of such Party hereto and (C) obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained or made by Seller or Purchaser in connection with the Transactions, in each case, as soon as reasonably practicable following the Effective Date; provided, however, that Seller shall have no obligation to pay money or make any concessions to obtain such consents. Subject to appropriate confidentiality protections, each Party will furnish to the other Party such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing. In addition, Purchaser agrees, subject to any overriding obligations of confidentiality, to provide such evidence as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought hereunder. (b) Subject to applicable Law relating to the exchange of information, Purchaser and Seller and their respective counsel shall (i) have the right to review in advance and, to the extent practicable, consult the other on, any filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions; (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, Investment Canada, the Canadian Competition Bureau or any other Governmental Authority in connection with the Transactions; (iii) consult with the other Party, and consider in good faith the views of the other Party, prior to entering into any agreement with any Governmental Authority with respect to the Transactions; and (iv) furnish each other with copies of all correspondence, filings and written communications between them, or their respective counsel or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the Transactions. Purchaser and Seller shall, to the extent practicable, provide each other and their respective counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions and to participate in the preparation for such discussion, telephone call or meeting. (c) Purchaser and Seller shall file any notification and report form and related material required under the HSR Act, the Competition Act and the Investment Canada Act, (R.S.C., 1985, c. 28), and any additional filings required under any other Competition Laws, as soon as practicable after the date hereof (Effective Date. Purchaser and Seller shall promptly file any additional information properly requested by any competent Governmental Authority whose consent, authorization, order or approval is required in any event prior to the Outside Date), including (i) preparing and filing or otherwise providing, in consultation connection with the other Party and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly soon as practicable practical after the date hereof (and in receipt of any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject to the limitations in this Section 5.1, proper request for additional information. The Parties shall use their reasonable best efforts to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation of the foregoing, each Party agrees to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or early termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior period, to the Outside Date)extent required, (B) make an appropriate filing with from the European Commission with respect applicable Governmental Authority. The Parties shall also use the reasonable best efforts to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional cooperate by providing information and documentary materials that may be reasonably requested by the European Commission pursuant other Party in order to Antitrust Laws andfulfill the foregoing obligations. (d) Purchaser shall, subject to the terms and conditions of this Agreement, to take all other actions extent necessary to cause obtain the expiration waiver or termination consent from any Governmental Authority required to satisfy the conditions set forth in Section 7.02(f) and Section 7.01(f), as applicable, or to avoid the entry of or have lifted, vacated or terminated any Closing Legal Impediment, take the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after following actions to the date hereof extent it would be commercially reasonable to do so: (i) propose, negotiate, offer to commit and effect (and in if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition (including by licensing any event prior to the Outside DateIntellectual Property rights) and (C) make all of any Purchased Assets or any other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration assets or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none businesses of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit Affiliates (or equity interests held by Purchaser or any of its Subsidiaries Affiliates in entities with assets or businesses); (ii) terminate any existing relationships and contractual rights and obligations; (iii) otherwise offer to (in the case of Seller or its Subsidiaries, solely with respect to the Business or any Purchased Asset and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to take or offer or agree to, or otherwise to commit to take any action which it is capable of taking and, if the offer is accepted, take or commit to take such action, that limits its freedom of action with respect to, any requirementor its ability to retain, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser Purchased Assets or any Subsidiary thereof other assets or any businesses of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject toAffiliates (or equity interests held by Purchaser or any of its Affiliates in entities with assets or businesses); and (iv) take promptly, consent in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Transactions unlawful or offer that would prevent or agree to, or otherwise take any action with respect todelay consummation of the Transactions, any requirementand all steps (including the appeal thereof, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose the posting of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets a bond or the Retained Business or (3) impose any restriction, requirement or limitation on the operation taking of the Retained Business or portion of the Retained Business. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, steps contemplated by clauses (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”this Section 6.07(d), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege vacate, modify or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for suspend such injunction or order. For the avoidance of doubt, Purchaser’s obligation obligations under this Section 6.07(d) shall be qualified or limited by what may be considered commercially reasonable and, in any case and notwithstanding the foregoing, nothing in this Agreement shall be construed to use reasonable best efforts require Purchaser or any of its Affiliates to take all steps as may be necessaryany action or do anything if the taking of such action or doing of such thing, subject to individually or in the limitations in this Section 5.1aggregate, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, would reasonably be expected to have result in a material adverse effect on Purchaser or its Affiliates after giving effect to the effect of preventing or materially hindering or imposing any material delay in Transactions (measured on a scale relative to a company the satisfaction size of the condition to Closing Business). (e) To assist Purchaser in complying with its obligations set forth in this Section 7.1(b6.07, Seller shall, and shall cause its Affiliates to, enter into one or more agreements reasonably requested by Purchaser to be entered into by any of them prior to the Closing with respect to any of the matters contemplated by clauses (i) and (ii) of Section 6.07(d); provided, however, that (i) such agreement shall relate exclusively to the Purchased Assets, (ii) the effectiveness of such agreement(s) shall be conditioned on the occurrence of the Closing, (iii) all rights and obligations of Seller and its Affiliates pursuant to such agreement(s) shall be assumed by Purchaser effective at the Closing and (iv) Purchaser shall indemnify and hold Seller and the other Seller Indemnitees harmless from all Losses arising from or relating to any such agreement(s), it being the intent of the Parties that Seller and its Affiliates and Purchaser and its Affiliates shall be treated as if any such transaction was effected for the account of Purchaser and its Affiliates.

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will The Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after Contemplated Transactions. Without limiting the date hereof (and in any event prior to generality of the Outside Date)foregoing, including each Party: (i) preparing shall make all filings and filing or otherwise providing, other submissions (if any) and give all notices (if any) required to be made and given by such Party in consultation connection with the other Party and as promptly as practicable and advisable after the date hereof Contemplated Transactions, (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and ii) shall use commercially reasonable efforts to obtain as promptly as practicable each Consent (and in any event prior to the Outside Dateif any) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable reasonably required to be obtained from (pursuant to any third party and/or applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any Governmental Entity in order injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to consummate satisfy the Transactions as promptly as practicable after the date hereof (and in any event prior conditions precedent to the Outside Date), and consummation of this Agreement. (iib) taking all steps as may be necessary, subject to Notwithstanding the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees shall use commercially reasonable efforts to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicablefile or otherwise submit, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Parties shall prepare and file, if required, (a) the notification and report forms required to be filed under the Xxxx–Xxxxx–Xxxxxx Antitrust Improvements Act of 1976 and (b) any notification or other document required to be filed in connection with the Merger under any applicable foreign Law relating to antitrust or competition matters, no later than ten (10) Business Days after the date the Company and Parent receive notification (in writing or otherwise) from the Federal Trade Commission, the Department of Justice, any Purchased Asset state attorney general, foreign antitrust or competition authority or other Governmental Authority that a filing is required in connection with antitrust or competition matters. (c) Without limiting the generality of the foregoing, Parent shall give the Company prompt written notice (email being sufficient) of any litigation against Parent and/or its directors relating to this Agreement or the Contemplated Transactions (“Transaction Litigation”) (including by providing copies of all pleadings with respect thereto) and unless expressly permitted by Section 5.2keep the Company reasonably informed with respect to the status thereof. Parent will (i) give the Company the opportunity to participate in, but not control, the defense, settlement or prosecution of any Transaction Litigation (to the extent that the attorney-client privilege is not undermined or otherwise adversely affected; provided that Parent and the Company will use commercially reasonable efforts to find alternative solutions to not undermine or adversely effect the privilege such as entering into common interest agreements, joint defense agreements or similar agreements), without (ii) consult with the Company with respect to the defense, settlement and prosecution of any Transaction Litigation and (iii) consider in good faith the Company’s advice with respect to such Transaction Litigation. Parent will obtain the prior written consent of Purchaserthe Company (such consent not to be unreasonably withheld, become subject to, consent conditioned or delayed) prior to settling or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose satisfying any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Businessclaim. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will The Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after Contemplated Transactions. Without limiting the date hereof (and in any event prior to generality of the Outside Date)foregoing, including each Party: (i) preparing shall make all filings and filing or otherwise providing, other submissions (if any) and give all notices (if any) required to be made and given by such Party in consultation connection with the other Party and as promptly as practicable and advisable after the date hereof Contemplated Transactions, (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and ii) shall use commercially reasonable efforts to obtain as promptly as practicable each Consent (and in any event prior to the Outside Dateif any) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable reasonably required to be obtained from (pursuant to any third party and/or applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any Governmental Entity in order injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to consummate satisfy the Transactions as promptly as practicable after the date hereof (and in any event prior conditions precedent to the Outside Date), and consummation of this Agreement. (iib) taking all steps as may be necessary, subject to Notwithstanding the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees shall use commercially reasonable efforts to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicablefile or otherwise submit, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Business or Contemplated Transactions, and to submit promptly any Purchased Asset and unless expressly permitted additional information requested by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement Governmental Authority. Frequency and Xxxxx shall respond as promptly as is practicable to respond in compliance with: (i) any inquiries or limitation on requests received from the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets Federal Trade Commission or the Retained Business Department of Justice for additional information or documentation and (3ii) impose any restrictioninquiries or requests received from any state attorney general, requirement foreign antitrust or limitation on the operation of the Retained Business competition authority or portion of the Retained Business. (b) Each of Purchaser and Seller shall, other Governmental Authority in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations antitrust or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments competition matters. Each of the other Party, (ii) Parties will promptly inform notify the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and details of any material communication received or given in connection with it receives from any proceeding by a private partyGovernmental Authority relating to the matters that are subject to this Agreement and the Contemplated Transactions, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives toadvance, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by Law, any proposed material communication to any Governmental Authority. Each of the DOJParties will provide the other Party with advance notice of and, to the FTC or other applicable extent permitted by such Governmental Entity or other PersonAuthority, give the other Party party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences meeting with the DOJGovernmental Authority in respect of any filings, investigations, or other inquiries. Subject to applicable Laws, the FTC Parties will coordinate and cooperate fully and promptly with one another in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing. Subject to applicable Laws, each of the Parties will provide, or other Governmental Entity or other Person; cause to be provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation other, copies of Purchaserall material correspondence, Seller filings, or communications between them or any of their respective SubsidiariesRepresentatives, on the one hand, and any Governmental Authority or members of the Businessits staff, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to on the other under hand, with respect to this Section 5.1(b) as “Outside Counsel Only MaterialAgreement and the Contemplated Transactions.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will the Parties shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after Contemplated Transactions. Without limiting the date hereof (and in any event prior to the Outside Date), including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Contemplated Transactions, (Aii) make an appropriate filing of a Notification and Report Form shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the HSR Act with respect Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use reasonable best efforts to lift any injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use reasonable best efforts to satisfy the conditions precedent to the Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions consummation of this Agreement, to take all other actions necessary to cause . (b) Notwithstanding the expiration or termination generality of the applicable waiting periods foregoing, each Party shall use reasonable best efforts to file or obtain consents under such Antitrust Laws otherwise submit, as promptly soon as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Business or Contemplated Transactions, and to submit promptly any Purchased Asset and unless expressly permitted additional information requested by Section 5.2), without any such Governmental Authority. Without limiting the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any generality of the foregoing, the Parties shall, (2a) conductpromptly following any determination by the Parties that notification and report forms are required to be filed under the HSR Act, restrictprepare and file such notification and report forms, operate, invest or otherwise change and (b) promptly following the assets, the business or portion date of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller prepare and file any notification or any of its Subsidiaries become subject to, consent other document required to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser and Seller shall, be filed in connection with the Merger under any applicable foreign Law relating to antitrust or competition matters. The Company and without limiting Fresh Vine shall respond as promptly as is practicable to respond in compliance with (i) any inquiries or requests received from the efforts referenced in Section 5.1(a) (but subject to Federal Trade Commission or the limitations set forth therein) to obtain all waiting period expirations Department of Justice for additional information or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permitsdocumentation, and authorizations for the Transactions (ii) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Authority in connection with antitrust or competition matters. The filing fees associated with any notification and report forms that may be required to be filed under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated shall be paid by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice Company (the “DOJHSR Filing Fees”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject Prior to the terms Closing, Parent, Merger Sub and conditions of this Agreement, each Party will the Company shall use its their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law Laws to consummate and make effective the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date)Merger, including (i) preparing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Merger, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or otherwise providingapproval of, or any exemption by, any third party, including any Governmental Entity required to be obtained or made by the Parent, Merger Sub, the Company or any of their respective Subsidiaries in consultation connection with the other Party Merger or the taking of any action contemplated by this Agreement, and as promptly as practicable (iv) the execution and advisable delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Additionally, Parent, Merger Sub and the Company shall use reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date hereof (and of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any event prior to the Outside Date)consent, all documentation to effect all authorization, Order or approval of, or any exemption by, any such Governmental Entity necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from prior to Closing. To the extent that transfers of any third party and/or Permits issued by any Governmental Entity in order are required as a result of the execution of this Agreement or the consummation of the Merger (including Permits required pursuant to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside DateEnvironmental Laws), and the Parties hereto shall use reasonable best efforts to effect such transfers. (iib) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation of the foregoingother covenants contained in this Section 5.6, each Party agrees of the Parent, Merger Sub, and the Company shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any relevant authority may assert under any federal, state or foreign law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (Acollectively, “Antitrust Laws”) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act or that regulates foreign investment (“Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any relevant authority with respect to this Agreement, in each case, so as to enable the Transactions Closing to occur as promptly as practicable. Notwithstanding the foregoing, in no event will Parent be required to propose, negotiate, commit to or effect, by consent decree, hold separate order, or otherwise, (i) the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of the Parent, Merger Sub and the Company (or any of their respective Subsidiaries) or any equity interest in any event within ten joint venture held by Parent, Merger Sub and the Company (10) business days after the execution or any of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Datetheir respective Subsidiaries), (Bii) make an appropriate filing with creating, terminating, or divesting relationships, ventures, contractual rights or obligations of the European Commission with respect to Parent, Merger Sub and the Transactions as promptly as practicable Company or their respective Subsidiaries and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, (iii) otherwise taking or committing to take all other actions necessary to cause any action that would limit the expiration Parent’s or termination the Merger Sub’s freedom of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely with respect to the Business or any Purchased Asset and unless expressly permitted by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, or its ability to retain or hold, directly or indirectly, any requirementbusinesses, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business equity interests, product lines or portion properties of business the Parent, Merger Sub and the Company (including any of Seller, Purchaser their respective Subsidiaries) or any Subsidiary of equity interest in any of joint venture held by the foregoingParent, Merger Sub and the Company (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of their respective Subsidiaries). (c) The Company and Parent shall each keep the foregoing in any manner or (3) impose any such restriction, requirement or limitation on the operation other apprised of the business or portion status of matters relating to the completion of the business of SellerMerger and work cooperatively in connection with obtaining all required consents, Purchaser authorizations, Orders or approvals of, or any Subsidiary exemptions by, any Governmental Entity undertaken pursuant to the provisions of any of this Section 5.6. In that regard, prior to the foregoing in any manner; provided that if requested by PurchaserClosing, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action each Party shall promptly consult with one another with respect to, and provide any requirementnecessary information with respect to (and, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event case of correspondence, provide the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreementother Parties (or their counsel) copies of), in no event shall Seller or all filings made by such Party with any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Business. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act Governmental Entity or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Antitrust Division of Merger. Each Party to this Agreement shall promptly inform the Department of Justice (the “DOJ”)other Parties to this Agreement, the Federal Trade Commission (the “FTC”) or any other Governmental Entityand if in writing, by promptly providing copies to furnish the other Party (or their counsel) with copies of any such written (or, in the case of oral communications, advise the other Party (or their counsel) orally of) any communication from any Governmental Entity regarding the Merger, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review and discuss in advance any communication that it gives toadvance, and consult with each consider in good faith the views of the other Party in advance of any meeting, substantive telephone call or conference connection with, the DOJ, the FTC any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental EntityEntity with respect to the Merger, orthen such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response to such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with any proceeding by a private partythis Agreement and the Merger unless, so long as reasonably practicable, it consults with any the other PersonParty in advance and, and to the extent permitted by the DOJsuch Governmental Entity, the FTC or other applicable Governmental Entity or other Person, give gives the other Party the opportunity to attend and participate in thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other such Governmental Entity with respect to this Agreement and the Merger, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or other Personsubmissions of information to any such Governmental Entity; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) this Section 5.6 may be redacted (Ai) to remove references concerning the valuation of Purchaser, Seller the Company and the Merger or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereofother confidential information, (Bii) as necessary to comply with contractual arrangements existing as of the date hereof arrangements, and (Ciii) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will The Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after Contemplated Transactions. Without limiting the date hereof (and in any event prior to generality of the Outside Date)foregoing, including each Party: (i) preparing shall make all filings and filing or otherwise providing, other submissions (if any) and give all notices (if any) required to be made and given by such Party in consultation connection with the other Party and as promptly as practicable and advisable after the date hereof Contemplated Transactions, (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and ii) shall use commercially reasonable efforts to obtain as promptly as practicable each Consent (and in any event prior to the Outside Dateif any) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable reasonably required to be obtained from (pursuant to any third party and/or applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any Governmental Entity in order injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to consummate satisfy the Transactions as promptly as practicable after the date hereof (and in any event prior conditions precedent to the Outside Date), and consummation of this Agreement. (iib) taking all steps as may be necessary, subject to Notwithstanding the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees shall use commercially reasonable efforts to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicablefile or otherwise submit, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Business or Contemplated Transactions, and to submit promptly any Purchased Asset and unless expressly permitted additional information requested by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose any such restriction, requirement Governmental Authority. The Company and Gem shall respond as promptly as is practicable to respond in compliance with: (i) any inquiries or limitation on requests received from the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets Federal Trade Commission or the Retained Business Department of Justice for additional information or documentation and (3ii) impose any restrictioninquiries or requests received from any state attorney general, requirement foreign antitrust or limitation on the operation of the Retained Business competition authority or portion of the Retained Business. (b) Each of Purchaser and Seller shall, other Governmental Authority in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations antitrust or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments competition matters. Each of the other Party, (ii) Parties will promptly inform notify the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and details of any material communication received or given in connection with it receives from any proceeding by a private partyGovernmental Authority relating to the matters that are subject to this Agreement, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives toadvance, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by Law, any proposed material communication to any Governmental Entity. Each of the DOJParties will provide the other Party with advance notice of and, to the FTC or other applicable extent permitted by such Governmental Entity or other PersonEntity, give the other Party party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences meeting with the DOJGovernmental Entity in respect of any filings, investigations, or other inquiries. Subject to applicable Laws, the FTC Parties will coordinate and cooperate fully and promptly with one another in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing. Subject to applicable Laws, each of the Parties will provide, or other Governmental Entity or other Person; cause to be provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation other, copies of Purchaserall material correspondence, Seller filings, or communications between them or any of their respective SubsidiariesRepresentatives, on the one hand, and any Governmental Entity or members of its staff, on the Businessother hand, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided respect to the other under this Section 5.1(b) as “Outside Counsel Only MaterialMerger.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will The Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after Contemplated Transactions. Without limiting the date hereof (and in any event prior to generality of the Outside Date)foregoing, including each Party: (i) preparing shall make all filings and filing or otherwise providing, other submissions (if any) and give all notices (if any) required to be made and given by such Party in consultation connection with the other Party and as promptly as practicable and advisable after the date hereof Contemplated Transactions, (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and ii) shall use commercially reasonable efforts to obtain as promptly as practicable each Consent (and in any event prior to the Outside Dateif any) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable reasonably required to be obtained from (pursuant to any third party and/or applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any Governmental Entity in order injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to consummate satisfy the Transactions as promptly as practicable after the date hereof (and in any event prior conditions precedent to the Outside Date), and consummation of this Agreement. (iib) taking all steps as may be necessary, subject to Notwithstanding the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees shall use commercially reasonable efforts to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicablefile or otherwise submit, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Parties shall prepare and file, if required, (i) the notification and report forms required to be filed under the Xxxx–Xxxxx–Xxxxxx Antitrust Improvements Act of 1976 and (ii) any notification or other document required to be filed in connection with the Merger under any applicable foreign Law relating to antitrust or competition matters, no later than ten (10) Business Days after the date the Company and Parent receive notification (in writing or otherwise) from the Federal Trade Commission, the Department of Justice, any Purchased Asset state attorney general, foreign antitrust or competition authority or other Governmental Authority that a filing is required in connection with antitrust or competition matters. (c) Without limiting the generality of the foregoing, Parent shall give the Company prompt written notice of any litigation against Parent and/or its directors relating to this Agreement or the Contemplated Transactions (“Transaction Litigation”) (including by providing copies of all pleadings with respect thereto) and unless expressly permitted by Section 5.2keep the Company reasonably informed with respect to the status thereof. Parent will (i) give the Company the opportunity to participate in, but not control, the defense, settlement or prosecution of any Transaction Litigation (to the extent that the attorney-client privilege is not undermined or otherwise adversely affected; provided that Parent and the Company will use commercially reasonable efforts to find alternative solutions to not undermine or adversely affect the privilege, such as entering into common interest agreements, joint defense agreements or similar agreements), without (ii) consult with the Company with respect to the defense, settlement and prosecution of any Transaction Litigation and (iii) consider in good faith the Company’s advice with respect to such Transaction Litigation. Parent will obtain the prior written consent of Purchaserthe Company (such consent not to be unreasonably withheld, become subject to, consent conditioned or delayed) prior to settling or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose satisfying any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Businessclaim. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).

Efforts; Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, each Party will The Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after Contemplated Transactions. Without limiting the date hereof (and in any event prior to generality of the Outside Date)foregoing, including each Party: (i) preparing shall make all filings and filing or otherwise providing, other submissions (if any) and give all notices (if any) required to be made and given by such Party in consultation connection with the other Party and as promptly as practicable and advisable after the date hereof Contemplated Transactions, (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and ii) shall use commercially reasonable efforts to obtain as promptly as practicable each Consent (and in any event prior to the Outside Dateif any) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable reasonably required to be obtained from (pursuant to any third party and/or applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any Governmental Entity in order injunction prohibiting, or any other legal bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to consummate satisfy the Transactions as promptly as practicable after the date hereof (and in any event prior conditions precedent to the Outside Date), and consummation of this Agreement. (iib) taking all steps as may be necessary, subject to Notwithstanding the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof (and in any event prior to the Outside Date). In furtherance and not in limitation generality of the foregoing, each Party agrees shall use commercially reasonable efforts to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicablefile or otherwise submit, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event prior to the Outside Date), (B) make an appropriate filing with the European Commission with respect to the Transactions as promptly as practicable and advisable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by the European Commission pursuant to Antitrust Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date) and (C) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws and, subject to the terms and conditions of this Agreement, all applications, notices, reports and other documents reasonably required to take all other actions necessary be filed by such Party with or otherwise submitted by such Party to cause the expiration or termination of the applicable waiting periods or obtain consents under such Antitrust Laws as promptly as practicable after the date hereof (and in any event prior to the Outside Date). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its Subsidiaries shall be required to, and Seller shall not and shall not permit any of its Subsidiaries to (in the case of Seller or its Subsidiaries, solely Governmental Authority with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Parties shall prepare and file, if required, (a) the notification and report forms required to be filed under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 and (b) any notification or other document required to be filed in connection with the Merger under any applicable foreign Law relating to antitrust or competition matters, no later than ten (10) Business Days after the date the Company and Parent receive notification (in writing or otherwise) from the Federal Trade Commission, the Department of Justice, any Purchased Asset state attorney general, foreign antitrust or competition authority or other Governmental Authority that a filing is required in connection with antitrust or competition matters. (c) Without limiting the generality of the foregoing, Parent shall give the Company prompt written notice (email being sufficient) of any litigation against Parent and/or its directors relating to this Agreement or the Contemplated Transactions (“Transaction Litigation”) (including by providing copies of all pleadings with respect thereto) and unless expressly permitted by Section 5.2keep the Company reasonably informed with respect to the status thereof. Parent will (i) give the Company the opportunity to participate in, but not control, the defense, settlement or prosecution of any Transaction Litigation (to the extent that the attorney-client privilege is not undermined or otherwise adversely affected; provided that Parent and the Company will use commercially reasonable efforts to find alternative solutions to not undermine or adversely effect the privilege such as entering into common interest agreements, joint defense agreements or similar agreements), without (ii) consult with the Company with respect to the defense, settlement and prosecution of any Transaction Litigation and (iii) consider in good faith the Company’s advice with respect to such Transaction Litigation. Parent will obtain the prior written consent of Purchaserthe Company (such consent not to be unreasonably withheld, become subject to, consent conditioned or delayed) prior to settling or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Seller, Purchaser or any Subsidiary of any of the foregoing, (2) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Seller, Purchaser or any Subsidiary thereof or any of the foregoing in any manner or (3) impose satisfying any such restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Purchaser or any Subsidiary of any of the foregoing in any manner; provided that if requested by Purchaser, Seller or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Seller or its Subsidiaries in the event the Closing occurs and relates solely to the Purchased Assets. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Subsidiaries become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Excluded Assets, (2) conduct, restrict, operate, invest or otherwise change in any manner the Excluded Assets or the Retained Business or (3) impose any restriction, requirement or limitation on the operation of the Retained Business or portion of the Retained Businessclaim. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as “Outside Counsel Only Material.” Without limiting Purchaser’s cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchaser’s obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws. (c) Neither Seller nor Purchaser shall enter into any transaction agreement for, or consummate, an acquisition of a business that would, in each case, reasonably be expected to have the effect of preventing or materially hindering or imposing any material delay in the satisfaction of the condition to Closing set forth in Section 7.1(b).