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.

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.

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.

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 to consummate the Transactions are required 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 a result 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 or the consummation of the Merger (unless a later date is mutually agreed between the Partiesincluding Permits required pursuant to Environmental Laws), and the Parties hereto shall use reasonable best efforts 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 effect 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 Businesstransfers.

Efforts; Regulatory Approvals. 66 (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 Affiliates receives from any Governmental Entity relating to the matters that are the subject of this Section 6.05 and permit such other party to review in advance any proposed communication by such party to any Governmental Entity. Neither Buyer nor Seller shall be required (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 are the subject of this Agreement, unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate at such communication. Buyer and Seller shall, and shall cause their respective Affiliates to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing. Buyer and Seller shall not and shall not permit promptly provide each other with copies of all correspondence, filings or communications between them or any of their representatives or Affiliates, on the one hand, and any Governmental Entity or members of its Subsidiaries to (in staff, on the case of Seller or its Subsidiariesother hand, solely with respect to this Section 6.05; provided that such materials may be redacted (i) as necessary to comply with contractual arrangements and (ii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the Business extent that such attorney-client or any Purchased Asset and unless expressly permitted other privilege or confidentiality concerns are not governed by Section 5.2), without the prior written consent of Purchaser, become subject to, consent to a common interest privilege 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 doctrine. Notwithstanding the foregoing, (2A) 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 provisions of this Section 6.05(c) shall not apply to any manner correspondence, filings 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 communications between Seller or any of its Subsidiaries become subject torepresentatives or Affiliates, consent on the one hand, and the IIA or members of its staff, on the other hand, and (B) no party shall be required to or offer or agree toprovide 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 “external counsel only basis” (prior to doing so, the disclosing party may seek an assurance from the receiving party’s 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 good 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 otherwise take any action with respect toinvestigation by (including directing the timing, any requirementnature, conditionand substance of all such filings or responses), limitation, understanding, agreement or order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose for the determination 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.actions to be taken under this Section

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 to consummate the Transactions are required 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 a result 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 or the consummation of the Merger (unless a later date is mutually agreed between the Partiesincluding Permits required pursuant to Environmental Laws), and the Parties hereto shall use reasonable best efforts 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 effect 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 Businesstransfers.