Common use of Efforts to Consummate; Certain Governmental Matters Clause in Contracts

Efforts to Consummate; Certain Governmental Matters. (a) The Company and Buyer shall use their respective reasonable best efforts to obtain and to cooperate in obtaining the Regulatory Approvals and Third Party Consents. Each party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated hereby within five (5) Business Days after the date hereof, in which each party will request early termination of the HSR waiting period. (b) Buyer and the Company shall respond as promptly as practicable to any inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Federal Trade Commission, or any other Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with the transactions contemplated hereby. (c) The Company and Buyer shall use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and applicable Law to satisfy their respective conditions to Closing, and to consummate and make effective the transactions contemplated hereby as soon as practicable. (d) Notwithstanding anything to the contrary in this Agreement, Buyer shall not be obligated to: (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses (including the Company); (ii) agree to any material restrictions on the activities of the Buyer or any of its businesses (including the Company); (iii) waive any material rights to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or legal proceeding that would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; or (vi) waive any of the conditions set forth in Article 7 of this Agreement. (e) Subject to applicable Law or except as prohibited by any Governmental Authority, during the period from the date hereof until the earlier of the termination of this Agreement and the Closing Date, Buyer and the Company each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby, including: (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Regulatory Approvals or the Third Party Consents for the timely consummation of transactions contemplated hereby and by the Transaction Documents, and (ii) promptly furnishing the other with copies of material notices or other communications received by it from any third party or any Governmental Authority with respect to the transactions contemplated hereby; provided, however, that any such notices furnished by the parties to one another may be redacted to the extent necessary to comply with applicable Law. Subject to applicable Law or as otherwise directed by any Governmental Authority, neither the Company nor Buyer shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat. (f) Neither the Company nor Buyer shall: (i) agree to extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); or (iii) take any other action that would be reasonably likely to prevent or materially delay the receipt of any Regulatory Approvals or Third Party Consents.

Efforts to Consummate; Certain Governmental Matters. (a) The Company Upon the terms and Buyer shall subject to the conditions herein provided (including Section 2.2), each of the parties hereto agrees to use their respective commercially reasonable best efforts to obtain and to cooperate in obtaining the Regulatory Approvals and Third Party Consents. Each party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated hereby within five (5) Business Days after the date hereoftake, in which each party will request early termination of the HSR waiting period. (b) Buyer and the Company shall respond as promptly as practicable to any inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Federal Trade Commission, or any other Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with the transactions contemplated hereby. (c) The Company and Buyer shall use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, necessary, or reasonably advisable on its part things necessary for it to do under this Agreement and applicable Law to satisfy their respective conditions to Closing, and Laws to consummate and make effective the transactions contemplated hereby as soon as practicable. (d) Notwithstanding anything to the contrary in by this Agreement, Buyer shall not be obligated to: including all actions and all things necessary for it (i) offerto comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority that are required to be made in connection with such transactions), (ii) to satisfy the conditions precedent to the obligations of such party hereto, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by Purchaser or Seller or any of its Divesting Affiliates in connection with the sale or purchase of the Purchased Assets, the license of the Licensed Intellectual Property or the taking of any action contemplated by this Agreement; provided, however, that none of Seller, Purchaser or any of their respective Affiliates shall be required to pay money to any Third Party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall Purchaser, Seller or any of their respective Affiliates be required to (i) comply with any request for additional information or documentary material from a Governmental Authority (other than requests made by the Department of Justice or Federal Trade Commission during the first 30 days after the parties’ HSR Act filings are made that do not impose significant compliance burdens), (ii) propose, negotiate, offer to commit to or effect, by consent decree, hold separate order, trust order or otherwise, the sale, divestiture, license divestiture or other disposition of any capital stock, assets, rights, products assets or businesses of Purchaser and its Affiliates (including the Company); (iiPurchased Assets) agree or Seller and its Affiliates, or otherwise offer to take or offer to commit to take any material restrictions on action that limits the activities freedom of the Buyer action of Purchaser or Seller or their respective Affiliates with respect to, or their ability to retain, any of its businesses (including the Company); their businesses, services or assets or (iii) waive commence any material rights action or proceeding seeking to which it is entitled; (iv) defend, commence contest or prosecute any legal proceeding; (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or legal proceeding that would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; or (vi) waive resist any of the conditions set forth in Article 7 of this Agreement. (e) Subject to applicable Law or except as prohibited foregoing requirements that may be sought by any Governmental Authority. Subject to the foregoing, during the period Purchaser shall be responsible for any cost associated with obtaining any consent from the date hereof until the earlier of the termination of this Agreement and the Closing Date, Buyer and the Company each shall keep the other apprised of the status of matters relating Mylan that is required in order to consummation of consummate the transactions contemplated hereby, including: including Mylan’s consent to terminate the Jxxxxxx License Agreement. (ib) promptly notifying Subject to the terms of Section 10.8, each of the parties hereto will furnish to the other of any facts, circumstances or party such necessary information and reasonable assistance as such other reason that would prevent party may reasonably request in connection with the receipt of any Regulatory Approvals or the Third Party Consents for the timely consummation of transactions contemplated hereby foregoing and by the Transaction Documents, and (ii) promptly furnishing will keep the other party reasonably informed with copies of material notices respect to any consent, authorization, order, approval or other communications exemption sought or received by it from any third party or any Governmental Authority in connection with respect to this Agreement and the transactions contemplated hereby; provided, however, that any such notices furnished by the parties to one another may be redacted to the extent necessary to comply with applicable Law. Subject to applicable Law or as otherwise directed by any Governmental Authority, neither the Company nor Buyer shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat. (f) Neither the Company nor Buyer shall: (i) agree to extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); or (iii) take any other action that would be reasonably likely to prevent or materially delay the receipt of any Regulatory Approvals or Third Party Consents.

Efforts to Consummate; Certain Governmental Matters. (a) The Company Company, on the one hand, and Buyer Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, use their respective commercially reasonable best efforts to obtain and to cooperate in obtaining the any Regulatory Approvals and Third Party ConsentsNon-Governmental Consents required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement. Each party agrees to make an appropriate filing pursuant to In connection with and without limiting the HSR Act with respect to foregoing, Buyer, Merger Sub and the transactions contemplated hereby within five Company shall as promptly as reasonably practicable, but in no event later than three (53) Business Days after the date hereof, in which each party will request early termination of duly file with the HSR waiting period. (b) Buyer United States Federal Trade Commission and the Company shall respond as promptly as practicable to any inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”)notification and report form required under the HSR Act, and shall take all necessary actions to seek early termination with respect thereto. The parties hereby agree to use commercially reasonable efforts to diligently pursue termination of the Federal Trade Commission, waiting periods under the HSR Act or any other Governmental Authority Competition/Investment Law (including promptly responding to any requests for additional information or documentation and information). Each party shall use its commercially reasonable efforts to all inquiries and requests received from cooperate with the other party in such other party’s efforts to obtain any Non-Governmental Authority Consents as are required in connection with the consummation of the transactions contemplated hereby. (cb) The Subject to the terms and conditions set forth in this Agreement (including this Section 5.2), Buyer, Merger Sub, and the Company shall use, and Buyer shall use cause their respective Subsidiaries to use, their respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and the Ancillary Agreements and applicable Law to satisfy their respective the conditions to Closing, and to consummate and make effective the transactions contemplated hereby by this Agreement and the Ancillary Agreements and the Women’s Health APA as soon as practicable. (dc) Notwithstanding anything Buyer, Merger Sub, and the Company each shall, upon request by the other and subject to appropriate confidentiality restrictions, furnish the contrary in this Agreement, Buyer shall not be obligated to: (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, other with all material documentation concerning the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses (including the Company); (ii) agree to any material restrictions on the activities of the Buyer Company or any of its businesses (including Subsidiaries or Buyer and Merger Sub and such other matters as may be necessary or reasonably advisable in connection with any notices, reports, statements, applications or other filings made by or on behalf of Buyer, or the Company); (iii) waive any material rights to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decreeof their respective Affiliates to any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements or the Women’s Health APA; provided that any such documentation furnished by the parties to one another may be redacted to the extent necessary, order, judgment, injunction, temporary restraining order, either to comply with applicable Law or to protect the confidentiality of information that if furnished would not materially facilitate the other order in any suit or legal proceeding that would otherwise have party’s understanding of the effect status of preventing or delaying the matters relating to consummation of the transactions contemplated hereby; or (vi) waive any of the conditions set forth in Article 7 of this Agreement. (ed) Subject to applicable Law or except as prohibited by any Governmental AuthorityEntity, during the period from the date hereof until the earlier of the termination of this Agreement and the Closing DateBuyer, Buyer Merger Sub, and the Company each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated herebyhereby and by the Women’s Health APA, including: including (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Regulatory Approvals or the Third Party Non-Governmental Consents for the timely consummation of transactions contemplated hereby by this Agreement and by the Transaction DocumentsAncillary Agreements or the Women’s Health APA, and (ii) promptly furnishing the other with copies of material notices or other communications received by it Buyer, Merger Sub, or the Company, as the case may be, from any third party or any Governmental Authority Entity with respect to the transactions contemplated herebyby this Agreement and the Ancillary Agreements or the Women’s Health APA or notices or other communications received by third parties that could potentially lead to delay or impediments to Closing the transactions contemplated by this Agreement and the Ancillary Agreements or the Women’s Health APA; provided, however, provided that any such notices furnished by the parties to one another may be redacted to the extent necessary necessary, either to comply with applicable Law. Subject to applicable Law or as otherwise directed by any Governmental Authorityto protect the confidentiality of information that if furnished would not materially facilitate the other party’s understanding of the status of matters relating to consummation of the transactions contemplated hereby. None of Buyer, neither Merger Sub, or the Company nor Buyer shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority Entity with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other party the opportunity to attend and participate thereat. (fe) Neither Each of Buyer, Merger Sub and the Company nor Buyer shall: shall (i) agree respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Entity for additional information or documentation and to all inquiries and requests received from any Governmental Entity and shall cooperate with each other party hereto in connection therewith, and (ii) not extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); . (iif) enter into any agreement with As soon as practicable after the Closing Date, Buyer shall, and shall cause the Surviving Corporation and each of its Subsidiaries to, prepare and file all notices, reports, statements, applications and other filings as required by applicable Law or any Governmental Authority not to consummate Entity or as otherwise customary or advisable under applicable Law as a result of the consummation on the Closing Date of the transactions contemplated hereby without the prior written consent hereby. (g) Buyer agrees that none of the Company, the Stockholders’ Representative, the Stockholders or any other Person shall have any liability to Buyer arising out of or relating to the failure to obtain (and no amounts may be recovered from the Indemnity Escrow Account or set-off pursuant to Section 2.10(c) in respect of such failure) any Non-Governmental Consents that may be required in connection with the transactions contemplated by this Agreement or the Ancillary Agreements or because of the termination of any Contract solely as a result thereof; provided that this Section 5.2(g) shall not eliminate, reduce or modify in any respect the liability of such Persons due to any breach of the representations, warranties, covenants or agreements of the Company or the Stockholders’ Representative hereunder. (h) Notwithstanding anything to the contrary herein, in connection with the exercise of any commercially reasonable efforts, reasonable best efforts or other standard of conduct pursuant to this Agreement, neither the Company, any of its Subsidiaries, the Stockholders’ Representative, nor any Fully Diluted Common Holder (nor any of their respective Affiliates) shall be required, in respect of any provision of this Agreement, to (A) pay any fees, expenses or other amounts to any Governmental Entity or any party to any Contract (such consent not excluding, for the avoidance of doubt, ordinary course fees and expenses of their respective attorneys and advisors, and the payment of administrative or processing fees, and any payments required to be unreasonably withheldmade pursuant to the express terms of such Contracts), conditioned or delayed); or (iiiB) take any other action that would be reasonably likely result in a material adverse change in the benefits to prevent any such Person under this Agreement or materially delay the receipt transactions contemplated hereby, to make any changes to any of their respective businesses, to commence any Regulatory Approvals Litigation or Third Party Consentsto incur any other material Liability.

Efforts to Consummate; Certain Governmental Matters. (a) The Company CPE and Buyer Crackle shall use their respective commercially reasonable best efforts to obtain and to cooperate in obtaining the Regulatory Approvals and third-party consents identified on Annex Q-1 hereto (the “Required Crackle Third Party Consents”), including with respect to each of the agreements listed on Annex Q-1 under the heading “Platform Distribution Agreements” consent to the assignment of such agreement and/or the extension of the term of such agreement through the date indicated thereon, as applicable; provided that in connection with obtaining the third-party consent for assignment and/or extension of any such platform distribution agreement, it may be necessary for Crackle to agree to amend certain terms and conditions in the applicable agreement; provided, further, that Crackle will use commercially reasonable efforts (but will not, under any circumstances, be obligated to pay any money or provide any other thing of value) to maintain the existing commercial terms of the applicable agreement and will promptly notify CSSE of any such proposed amendment. CSSE shall use its commercially reasonable efforts to obtain and to cooperate in obtaining the third-party consents identified on Annex Q-2 hereto (the “Required CSSE Third Party Consents”). Each party agrees to make an appropriate filing pursuant to shall obtain the HSR Act foregoing approvals and consents at its own cost and expense. (b) The parties have determined that with respect to the transactions contemplated hereby within five no filing is required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (5) Business Days after the date hereof“HSR Act”). Notwithstanding the foregoing, in which each party will request early termination of the HSR waiting period. (b) Buyer CSSE and the Company Crackle, at their joint equal expense, shall respond as promptly as practicable to any inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Federal Trade Commission, or any other Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with the transactions contemplated hereby. (c) The Company CSSE and Buyer Crackle shall cooperate to take any and all steps that are commercially reasonable, proper, or advisable to avoid or eliminate each and every impediment and any proceeding instituted or threatened by a Governmental Authority or private party under Law that is asserted with respect to the transactions contemplated hereby so as to enable the consummation of such transactions to occur as expeditiously as possible, including opposing vigorously and fully any such challenge, promptly appealing any adverse decision or order by a Governmental Authority; provided that no Party nor any of its respective Affiliates shall be required to agree to the sale, divestiture or disposition of any assets or business (or otherwise taking or committing to take any action that limits the freedom of action with respect to, or its ability to retain, any businesses, assets, relationships, or contractual rights) in order to obtain any clearance under Law or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Legal Proceeding, which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby. (d) Crackle and CSSE shall use their respective reasonable best commercial efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and applicable Law to satisfy their respective the conditions to Closing, and to consummate and make effective the transactions contemplated hereby as soon as practicable. (d) Notwithstanding anything to the contrary in this Agreement, Buyer shall not be obligated to: (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses (including the Company); (ii) agree to any material restrictions on the activities of the Buyer or any of its businesses (including the Company); (iii) waive any material rights to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or legal proceeding that would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; or (vi) waive any of the conditions set forth in Article 7 of this Agreement. (e) Subject to applicable Law or except as prohibited by any Governmental Authority, during the period from the date hereof until the earlier of the termination of this Agreement CPE and the Closing Date, Buyer and the Company CSSE each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby, including: including (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Required Regulatory Approvals or the Third Required Third-Party Consents for the timely consummation of transactions contemplated hereby and by the Transaction Documents, and (ii) promptly furnishing the other with copies of material notices or other communications received by it from any third party or any Governmental Authority with respect to the transactions contemplated hereby; provided, however, that any such notices furnished by the parties to one another may be redacted to the extent necessary to comply with applicable Law. Subject to applicable Law or as otherwise directed to protect information protected by any Governmental Authoritythe attorney-client privilege or other privilege or the attorney work product doctrine; and provided, neither further, that competitively sensitive information may be provided on an “outside attorneys only” basis. Neither CPE or Crackle, on the Company one hand, nor Buyer CSSE, on the other hand, shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat. (f) Neither Subject to applicable Law and except as required by any Governmental Authority, neither CPE or Crackle, on one hand, nor CSSE, on the Company nor Buyer shall: other hand, (i) agree to extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); (ii) shall enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or of delayed); or (iiiii) take any other action that would be reasonably likely to prevent or materially delay the receipt of any Required Regulatory Approvals or Third Required Third-Party Consents. (g) Each party agrees that none of the other parties hereto shall have any liability whatsoever to such party arising out of or relating to the failure to obtain any Required Regulatory Approvals or Required Third-Party Consents or because of the termination of any Contract or Governmental Authorization as a result thereof or any Legal Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such approvals or consents or any such termination. (h) Notwithstanding anything to the contrary herein, in connection with the exercise of any reasonable commercial efforts, commercially reasonable efforts, reasonable best efforts or other standard of conduct pursuant to this Agreement, no party (nor any of their respective Affiliates) shall be required, in respect of any provision of this Agreement, to pay any fees, expenses or other amounts to any Governmental Authority or any party to any Contract (excluding, for the avoidance of doubt, ordinary course fees and expenses of their respective attorneys and advisors), commence or participate in any Legal Proceeding or offer or grant any accommodation (financial or otherwise) to any third party. (i) CSSE and CPE each agrees to provide such evidence, warranties and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority or other third party whose consent or approval is sought in connection with the transactions contemplated hereby. (j) Within fifteen (15) days following delivery by Rxxxxxxxxx & Co. or other auditors to CSSE of the final pro forma financial statements and financial statements for the Crackle VOD Business that are required to be filed under Item 9.01(b) of the amendment to the Current Report on Form 8-K required to be filed by CSSE with the SEC in connection with the transactions contemplated hereby (the “Required Crackle Financials”), CSSE shall file a preliminary proxy statement on Schedule 14A and notice of meeting with the SEC for a stockholders meeting at which, among other actions, CSSE shall propose that its stockholders approve, as required by the rules of the Nasdaq Stock Market, the exercisability of the CSSE Class III-B Warrants to the extent same would result in CPE holding more than 20% of CSSE’s outstanding common stock (the “Nasdaq Mandated Stockholder Approval”). CSSE shall promptly and timely respond to any and all comments issued by the SEC with respect to the preliminary proxy statement on Schedule 14A and shall thereafter promptly file a definitive proxy statement with the SEC and hold the stockholders meeting contemplated thereby within thirty (30) days of mailing such definitive proxy statement to the stockholders of CSSE. The board of directors of CSSE shall unanimously recommend in the proxy statement that its stockholders vote “FOR” the Nasdaq Mandated Stockholder Approval and the proxy statement shall note that CSS and its Affiliates have agreed to vote all of their Class A common stock and Class B common stock of CSSE “FOR” the Nasdaq Mandated Stockholder Approval pursuant to the Irrevocable CSS Proxy. Alternatively, upon receipt of the Required Crackle Financials, in lieu of calling and holding the stockholder meeting referred to above in this Section 5.3(j), CSSE may instead promptly, and in no event later than five (5) Business Days following receipt of the Required Crackle Financials, obtain the written consent of the holders of a majority of CSSE’s outstanding common stock approving the exercisability of the subject CSSE Class III-B Warrants and, in accordance with CSSE’s certificate of incorporation and bylaws and applicable Law (including the Delaware General Corporation Law), shall file a preliminary information statement on Schedule 14C with the SEC, promptly and timely respond to any and all comments issued by the SEC with respect thereto, and thereafter promptly file a definitive information statement on Schedule 14C notifying such stockholders of the approval of the Nasdaq Mandated Stockholder Approval and deliver same to its stockholders. CSSE shall give Crackle and its counsel and accountants the opportunity to participate in the preparation of the preliminary proxy statement on Schedule 14A, definitive proxy statement on Schedule 14A and/or information statement on Schedule 14C referred to above in this Section 5.3(j) (collectively, the “Statements”), or any amendment or supplement thereto. Crackle shall have the right to reasonably request that CSSE modify any information contained in a Statement, amendment and supplement thereto pertaining to Crackle and CSSE shall comply with such request; provided, however, that CSSE shall not have any obligation so to modify any information if doing so would cause the Statement to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. CSSE acknowledges and agrees that the shares of Class A common stock and Class B common stock represented by the Irrevocable CSS Proxy will represent at least a majority of the outstanding common stock entitled to vote and required to approve the exercisability of the subject CSSE Class III-B Warrants.

Efforts to Consummate; Certain Governmental Matters. (a) The Company Upon the terms and Buyer shall subject to the conditions herein, each of the Parties agrees to use their respective its commercially reasonable best efforts to obtain take, or cause to be taken, all actions and to cooperate in obtaining do, or cause to be done, all things reasonably necessary for it to do under applicable Laws to consummate and make effective the Regulatory Approvals transactions contemplated by this Agreement, including all actions and Third Party Consents. Each party agrees all things necessary for it (i) to make an appropriate filing pursuant to the HSR Act comply promptly with all Governmental Orders that may be imposed on it with respect to this Agreement and the transactions contemplated hereby within five (5which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), (ii) Business Days to satisfy the conditions precedent to the obligations of such Party, (iii) to obtain any consent, clearance, authorization, order or approval of, or any exemption by, any Governmental Authority required to be obtained or made by any Party in connection with the acquisition of the Purchased Assets, the assumption of Assumed Liabilities or the taking of any other action contemplated by this Agreement, (iv) to prevent any Governmental Order or any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and (v) to effect all registrations, filings and transfers (to the extent transferable) of Governmental Authorizations necessary for the operation of the Business. Without limiting any of the Parties’ obligations hereunder, prior to the Closing Date, Purchaser and Sellers shall mutually determine and direct the strategy by which the Parties will seek such required consents, clearance, authorizations, orders, approvals or exemptions, and on or after the date hereofClosing Date, in Purchaser shall determine and direct the strategy by which each party the Parties will request early termination seek such required consents, clearance, authorizations, orders, approvals or exemptions, provided that prior to making any strategic decisions, Purchaser shall consult with Sellers. Without limiting the generality of the HSR waiting periodundertakings pursuant to this Section 7.3(a), Sellers and Purchaser agree to provide or cause to be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws all information and documents requested by such Governmental Authority or necessary, proper or advisable to permit consummation of the acquisition of the Purchased Assets, the assumption of Assumed Liabilities and the other transactions contemplated by this Agreement. Notwithstanding anything in this Section 7.3 to the contrary, Purchaser shall not be required to (A) consent to the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any of its or its Affiliates’ assets after the Closing, or (B) consent to any other structural or conduct remedy or enter into any settlement or agreement to any Order regarding antitrust matters respecting the transactions contemplated by this Agreement. (b) Buyer Subject to appropriate confidentiality protections and protection of attorney-client privileges, each Party will furnish to the Company shall respond other Parties such necessary information and reasonable assistance as promptly as practicable the other Parties may reasonably request in connection with the matters set forth in Section 7.3(a) and will keep the other Parties reasonably informed with respect to any inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”)consent, the Federal Trade Commissionauthorization, order or approval of, or exemption by or sought from, any Governmental Authority or any other Governmental Authority for additional information third party in connection with this Agreement and the transactions contemplated hereby. All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings (other than the Parties’ respective initial filings under applicable Competition Laws), arguments, and proposals made by or documentation and to all inquiries and requests received from on behalf of any Party before any Governmental Authority in connection with the transactions contemplated hereby. hereby (cbut, for the avoidance of doubt, not including any so called 4(c) The Company or 4(d) documents and Buyer any interactions between Sellers or Purchaser with Governmental Authorities in the ordinary course of business or any disclosure which is not permitted by Law) shall use their respective reasonable best efforts be disclosed to take the other Parties in advance of any filing, submission or cause to be taken all actionsattendance, if legally permissible and practicable and not otherwise attorney-client privileged, it being the intent that the Parties will consult and cooperate with one another, and do or cause to be done all thingsconsider in good faith the views of one another, necessary, or reasonably advisable on its part under this Agreement and applicable Law to satisfy their respective conditions to Closing, and to consummate and make effective the transactions contemplated hereby as soon as practicable. (d) Notwithstanding anything in connection with any such matters. Each Party shall give notice to the contrary in this Agreement, Buyer shall not be obligated to: (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses (including the Company); (ii) agree Parties with respect to any material restrictions on the activities of the Buyer meeting, discussion, appearance, contact or any of its businesses (including the Company); (iii) waive any material rights to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or legal proceeding that would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; or (vi) waive any of the conditions set forth in Article 7 of this Agreement. (e) Subject to applicable Law or except as prohibited by any Governmental Authority, during the period from the date hereof until the earlier of the termination of this Agreement and the Closing Date, Buyer and the Company each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby, including: (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Regulatory Approvals or the Third Party Consents for the timely consummation of transactions contemplated hereby and by the Transaction Documents, and (ii) promptly furnishing the other with copies of material notices or other communications received by it from any third party or any Governmental Authority with respect to the transactions contemplated hereby; provided, however, that any such notices furnished by the parties to one another may be redacted to the extent necessary to comply with applicable Law. Subject to applicable Law or as otherwise directed by any Governmental Authority, neither the Company nor Buyer shall permit any of its officers or any other representatives or agents to participate in any meeting correspondence with any Governmental Authority with respect to or the staff or regulators of any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults Governmental Authority in connection with the other party matters set forth in advance andSection 7.3(a), with such notice being sufficient to the extent permitted by such Governmental Authority, gives provide the other party Parties with the opportunity to attend and participate thereatin such meeting, discussion, appearance or contact. (fc) Neither the Company nor Buyer shall: Each Party shall (i) agree to extend make all filings required under applicable Competition Laws in connection with the transactions contemplated by this Agreement as promptly as practicable but in no event later than ten (10) Business Days after the date of this Agreement, and (ii) in connection with such filings, request early termination of any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); or (iii) take any other action that would be reasonably likely to prevent or materially delay the receipt of any Regulatory Approvals or Third Party Consentsapplicable Competition Laws.

Efforts to Consummate; Certain Governmental Matters. (a) The Company Griffon, on the one hand, and Buyer Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to obtain and to cooperate in obtaining any approvals required under Competition/Investment Law in connection with the Regulatory Approvals execution, delivery or performance of this Agreement or any Ancillary Agreement and Third Party Consentsas required to consummate the transactions contemplated hereby. All HSR Act and all transaction notification fees and other filing fees required by any other Competition/Investment Law shall be borne by Buyer and Seller equally (50/50). Each party hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement within five (5) Business Days after the date hereof, hereof and shall make as promptly as practicable any other appropriate submissions that may be required under any other Competition/Investment Law. Each party hereto shall use its reasonable best efforts to cooperate with the other parties hereto in which each party will request early termination such other parties’ efforts to obtain any approvals required under Competition/Investment Law as are required in connection with the consummation of the HSR waiting periodtransactions contemplated hereby and agrees that it shall not, and shall cause its Affiliates not to, willfully take any action or enter into any transaction that will have the effect of delaying, impairing or preventing the consummation of the transactions contemplated hereby. (b) Buyer and the Company Each party shall respond as promptly as practicable to any reasonable inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Federal Trade Commission, Commission or any other Governmental Authority Entity for additional information or documentation and to all reasonable inquiries and requests received from any Governmental Authority Entity in connection with the transactions contemplated hereby. (c) The Company and Buyer Each party shall use its reasonable best efforts to obtain all approvals required under Competition/Investment Law necessary to consummate the transactions contemplated by this Agreement and to avoid or eliminate each and every impediment and any proceeding instituted or threatened by a Governmental Entity or private party under the HSR Act or any other Competition/Investment Law that is asserted with respect to the transactions contemplated by this Agreement or any Ancillary Agreement so as to enable the consummation of such transactions to occur as expeditiously as possible and, in any event, by the Closing Date. For the avoidance of doubt, neither the Sellers nor the Purchased Companies, shall be obligated to take any such action, unless the taking of such action is expressly conditioned upon the consummation of the transactions contemplated in this Agreement and any Ancillary Agreement. (d) Subject to the terms and conditions set forth in this Agreement, the parties hereto shall use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and the Ancillary Agreements and applicable Law to satisfy their respective the conditions to Closing, and to consummate and make effective the transactions contemplated hereby by this Agreement and the Ancillary Agreements as soon as practicable. (d) Notwithstanding anything to . For the contrary avoidance of doubt, nothing in this Agreement, Buyer shall not be obligated to: (i) offer, negotiate, commit Section 5.2 will require any party to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses (including the Company); (ii) agree to any material restrictions on the activities of the Buyer or any of its businesses (including the Company); (iii) waive any material rights condition to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action such party’s obligation to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or legal proceeding that would otherwise have the effect of preventing or delaying the consummation of consummate the transactions contemplated hereby; or (vi) waive any of the conditions by this Agreement set forth in Article 7 of this AgreementVIII. (e) Subject to applicable Law or except as prohibited by any Governmental AuthorityLaw, during the period from the date hereof until the earlier each of the termination of this Agreement and the Closing Date, Buyer and the Company each parties hereto shall keep the other party apprised of the status of matters relating to consummation of the transactions contemplated hereby, including: including (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Regulatory Approvals approvals required under Competition/Investment Law or the Third Party Consents any other applicable Law for the timely consummation of transactions contemplated hereby by this Agreement and by the Transaction DocumentsAncillary Agreements, and (ii) promptly furnishing the other party with copies of material notices or other communications received by it from any third party or any Governmental Authority Entity with respect to the transactions contemplated herebyby this Agreement and the Ancillary Agreements; provided, however, provided that any such notices furnished by the parties hereto to one another may be redacted or provided on an “outside counsel only” basis to the extent necessary necessary, either to comply with applicable Law or to protect the confidentiality of information that if furnished would not materially facilitate the other party’s understanding of the status of matters relating to consummation of the transactions contemplated hereby. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other Competition/Investment Law or other applicable Law. Subject to applicable Law or as otherwise directed by any Governmental Authority, neither None of the Company nor Buyer parties hereto shall permit any of its officers or any other representatives Representatives or agents to participate in any meeting with any Governmental Authority Entity with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other party parties hereto the opportunity to attend and participate thereat. Notwithstanding the foregoing, subject to reasonable consultation and considering in good faith the views expressed by the Griffon and its advisors, Buyer shall make the final determination as to the appropriate course of action regarding obtaining clearance from any Governmental Entity under any of the Competition/Investment Laws and resolving any investigation or other inquiry of any Governmental Entity under any of the Competition/Investment Laws. (f) Neither From and after the Company nor date hereof, Griffon shall use commercially reasonable efforts to prepare and file all notices, reports, statements, applications and other filings (other than Tax Returns) set forth in Schedule 3.3 (to the extent designated on such Schedule as “Pre-Closing” but excluding any filings with respect to the HSR Act, which shall be governed by the other provisions of Section 5.2), and Buyer shall: shall (and after the Closing Date shall cause the Purchased Companies to) use commercially reasonable efforts to prepare and file all notices, reports, statements, applications and other filings (other than Tax Returns) set forth in Schedule 3.3 (to the extent designated on such Schedule as “Post-Closing”) and Schedule 4.4 (but excluding any filings with respect to the HSR Act, which shall be governed by the other provisions of Section 5.2) (such items set forth on Schedule 3.3 and Schedule 4.4, in each case excluding any filings with respect to the HSR Act, collectively, the “Transaction Filings”); provided, however, that prior to filing all such notices, reports, statements, applications and other filings, Buyer and Griffon shall each provide drafts thereof to the other party and shall file such notices, reports, statements, applications and other filings only after receiving such other party’s approval of such notices, reports, statements, applications and other filings, which approval shall not be unreasonably withheld, conditioned or delayed. Griffon will promptly deliver to Buyer a copy of each such notice, report statement, application and other filings and each such consent or approval obtained prior to the Closing. Each party hereto shall use its reasonable best efforts to cooperate with the other parties hereto in such other parties’ efforts to prepare and file the Transaction Filings. To the extent any of the approvals set forth in Schedule 5.2(f) are not obtained at or prior to Closing, subject to Section 9.3, Griffon shall following the Closing and for a period of three (3) years after the Closing, indemnify and hold harmless the Buyer from and against any Losses actually incurred by Buyer or the Purchased Companies (the “FCC Indemnified Losses”) arising from the failure to obtain such approval prior to Closing. (g) Subject to applicable Law and except as required by any Governmental Entity, none of parties hereto shall (i) agree to extend any waiting period under the HSR Act without the prior written consent of the other party parties hereto (such consent not to be unreasonably withheld, conditioned or delayed); , (ii) enter into any agreement with any Governmental Authority Entity not to consummate the transactions contemplated hereby by this Agreement or any Ancillary Agreement without the prior written consent of the other party parties hereto (such consent not to be unreasonably withheld, conditioned or of delayed); ) or (iii) take any other action that would be reasonably likely to prevent or materially delay the receipt of any approvals required under Competition/Investment Law, in each case, to the extent necessary for the timely consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (h) The parties hereto agree that neither the Purchased Companies, the Sellers nor any of their respective Affiliates shall have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any such Regulatory Approvals (except in the case of a failure by any party to comply with this Section 5.2) that may be required in connection with the transactions contemplated by this Agreement or the Ancillary Agreements or because of the termination of any Contract or Governmental Authorization solely as a result thereof. Buyer further agree that no representation, warranty or covenant of the Purchased Companies or the Sellers contained herein shall be breached or deemed breached as a result of (i) the failure to obtain any such Regulatory Approvals, (ii) any such termination or (iii) any Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Regulatory Approvals or Third Party Consentsany such termination. (i) Except as expressly stated otherwise in this Agreement, in connection with the exercise of any reasonable best efforts or other standard of conduct pursuant to this Agreement, prior to the Closing, neither the Sellers nor any of their Affiliates shall be required, in respect of any provision of this Agreement, to pay any fees, expenses or other amounts to any Governmental Entity or any party to any Contract (excluding, for the avoidance of doubt, ordinary course fees and expenses of their respective attorneys and advisors).

Efforts to Consummate; Certain Governmental Matters. (a) The Company On the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Section 6.2(c)), Seller and Buyer shall use their respective commercially reasonable best efforts to obtain take, or cause to be taken, all actions and to cooperate do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as practicable, and in any event prior to the Outside Date, the transactions contemplated hereby (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article 7 and (ii) obtaining and cooperating in obtaining the Regulatory Approvals necessary to consummate the transactions contemplated hereby; provided, however, the Parties acknowledge and Third agree that Section 6.3 shall govern the Parties’ obligations with respect to obtaining the Third-Party ConsentsConsents and Section 6.4(f) shall govern the Parties’ obligations with respect to obtaining the TSX Approval). Each party agrees The filing fees under any Competition/Investment Laws shall be borne by Buyer. (b) In addition to and without limiting the generality of Section 6.2(a), each Party shall and/or, as applicable, shall cause its “ultimate parent entity” (as such term is understood under the HSR Act) to, make an appropriate filing filing, if necessary, pursuant to all applicable Competition/Investment Laws, including the HSR Act (provided, that in the case of the HSR Act, such filing shall not request early termination of the waiting period prescribed by the HSR Act) with respect to the transactions contemplated hereby by this Agreement promptly (and in any event, within five (5ten Business Days) Business Days after the date hereofof this Agreement. Each Party shall and/or, in which each party will request early termination of as applicable, cause its “ultimate parent entity” (as such term is understood under the HSR waiting period. (bAct) Buyer and the Company shall to, respond as promptly as reasonably practicable to any inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Federal Trade Commission, or any other Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with the transactions contemplated hereby. (c) The Company Parties acknowledge and Buyer shall use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and applicable Law to satisfy their respective conditions to Closing, and to consummate and make effective the transactions contemplated hereby as soon as practicable. (d) Notwithstanding anything to the contrary agree that nothing in this Agreement, Buyer shall not be obligated to: (i) offerincluding, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwisefor the avoidance of doubt, the saleprovisions of Section 6.2(a) and Section 6.2(b), divestiture, license or other disposition of any capital stock, assets, rights, products or businesses (including the Company); (ii) agree shall be construed to any material restrictions require Buyer to defend through litigation on the activities of the Buyer merits any Action, whether judicial or administrative, against either Party in order to avoid entry of, or to have vacated or terminated, any of its businesses Order (including the Company); (iiiwhether temporary, preliminary or permanent) waive any material rights to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action that would reasonably be expected to prevent, effect the dissolution of, vacate, materially delay or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or legal proceeding that would otherwise have the effect of preventing or delaying materially impair the consummation of the transactions contemplated hereby; by this Agreement. Buyer shall not, and shall cause its Affiliates not to, and shall not provide its consent for any Affiliate to, acquire or (vi) waive any agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the conditions set forth in Article 7 assets of this Agreementor equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or take any other action, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation, or the taking of any other action, would prevent, materially delay or materially impair the Closing and the other transactions contemplated hereby. (ed) Subject to applicable Law or except as prohibited by any Governmental Authority, during the period from the date hereof until the earlier of the termination of this Agreement Seller and the Closing Date, Buyer and the Company each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby, including: including (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Regulatory Approvals or the Third Party Consents for the timely consummation of transactions contemplated hereby and by the Transaction Documents, and (ii) promptly furnishing the other with copies of material notices or other communications received by it from any third party or any Governmental Authority with respect to the transactions contemplated hereby; provided, however, that access to any such notices furnished by the parties Parties to one another may shall be redacted subject to the extent necessary to comply with applicable LawAccess Limitations. Subject to applicable Law or as otherwise directed by any Governmental Authority, neither the Company nor Buyer No Party shall permit any of its officers or any other representatives or agents Representatives to participate in any meeting with any Governmental Authority with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party Party in advance and, to the extent permitted by such Governmental Authority, gives the other party Party the opportunity to attend and participate thereat. (fe) Neither the Company nor Buyer shall: Subject to applicable Law and except as required by any Governmental Authority, no Party shall (i) agree to extend any waiting period under the HSR Act or under any other applicable Competition/Investment Law without the prior written consent of the other party Party (such consent not to be unreasonably withheld, conditioned or delayed); ) or (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby without the prior written consent of the other party Party (such consent not to be unreasonably withheld, conditioned or of delayed); or . (iiif) take any other action that would Buyer agrees to provide such security, guaranties and assurances as to financial capability, resources and creditworthiness as may be reasonably likely to prevent requested by any Governmental Authority whose consent or materially delay approval is required in connection with the receipt of any Regulatory Approvals or Third Party Consentstransactions contemplated hereby.

Efforts to Consummate; Certain Governmental Matters. (a) The Subject to Section 5.2(b), the Buyer, the Seller and the Company and Buyer shall use their respective reasonable best efforts to obtain (i) promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Law to submit all notifications and to obtain all Government Authorizations that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement, (ii) cooperate fully in obtaining the Regulatory Approvals promptly submitting all notifications and Third Party Consentsseeking to obtain all such Governmental Authorizations, and (iii) provide such other information to any Governmental Entity as such Governmental Entity may reasonably request in connection herewith. Each party hereto agrees to make an appropriate filing promptly after the date hereof (but in no event later than ten (10) Business Days) its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated hereby within five (5) Business Days after by this Agreement and to supply as promptly as practicable to the date hereof, in which each party will request early termination of appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR waiting periodAct. Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, that are required or advisable under any other applicable Competition/Investment Law and to supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the applicable Competition/Investment Law. (b) Buyer Without limiting the generality of the Buyer, the Seller and the Company’s undertakings pursuant to Section 5.2(a), the Buyer, the Seller, and the Company shall respond take any and all steps to avoid or eliminate each and every impediment under Competition/Investment Law that may be asserted by any Governmental Entity or private party so as to enable the parties hereto to consummate the transactions contemplated by this Agreement as promptly as practicable to any inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Federal Trade Commission, or any other Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with the transactions contemplated hereby. (c) The Company and Buyer shall use their respective reasonable best efforts to take or cause to be taken all actionspracticable, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and applicable Law to satisfy their respective conditions to Closing, and to consummate and make effective the transactions contemplated hereby as soon as practicable. (d) Notwithstanding anything in any event prior to the contrary in this AgreementOutside Date, Buyer shall not be obligated to: (i) offerincluding proposing, negotiatenegotiating, commit committing to or effectand effecting, by settlement, consent decree, hold separate order, trust stipulation, undertaking, or otherwise, the sale, divestiture, license transfer, or other disposition of, or limitation on freedom of any capital stockaction with regard to, the Buyer’s assets, rights, products properties or businesses (including or the Company); (ii) agree ’s assets, properties or businesses to any material restrictions on be acquired by it pursuant hereto, and the activities of entrance into such other arrangements, as are necessary or advisable in order to avoid the Buyer or any of its businesses (including the Company); (iii) waive any material rights to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action to prevent, effect the dissolution entry of, vacateor to have vacated, lifted, reversed or lift any overturned decree, order, judgment, injunction, temporary restraining injunction or other order, whether temporary, preliminary or other order in any suit or legal proceeding permanent, that would otherwise have the effect of preventing restrain, delay or delaying prevent the consummation of the transactions contemplated hereby; by this Agreement as soon as possible (and in any event before the Outside Date). Notwithstanding anything in this Agreement to the contrary, any proposing, negotiating, committing to and effecting any sale, divestiture, transfer, or (vi) waive any disposition of, or limitation on freedom of action with regard to assets, properties or businesses of the conditions set forth in Article 7 of this Agreement. (e) Subject Company shall be subject to applicable Law or except as prohibited by any Governmental Authority, during the period from the date hereof until the earlier of the termination of this Agreement and the Closing Date, Buyer and the Company each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated herebyby this Agreement, including: and Seller shall not be required to propose, negotiate, commit to or effect any sale, divestiture, transfer, or disposition of, or limitation on freedom of action with regard to assets, properties or businesses of the Seller other than those of the Purchased Companies. In addition, in the event that any administrative or judicial action or proceeding is instituted (ior threatened to be instituted) promptly notifying by any Governmental Entity or by a private party challenging the transactions contemplated by this Agreement, each of the Buyer, the Seller and the Company shall, and shall cause its respective Affiliates to, in each case in accordance with this Section 5.2, cooperate with each other of in all respects and to use their respective reasonable best efforts to contest and defend on the merits, any factsclaim asserted in court by any party in order to avoid entry of, circumstances or to have vacated or terminated, any decree, judgment, injunction or other reason order (whether temporary, preliminary or permanent) that would prevent the receipt Closing prior to the Outside Date. (c) Except as prohibited by Law, each party hereto shall promptly notify the other party of any Regulatory Approvals communication received from, or the Third Party Consents for the timely consummation of transactions contemplated hereby and given by the Transaction Documents, and (ii) promptly furnishing the other with copies of material notices or other communications received by it from any third such party or any of its Affiliates to, any Governmental Authority with respect Entity or Person relating to the transactions contemplated hereby; provided, however, matters that are the subject of this Agreement and shall permit outside counsel for the other party to review in advance any proposed communication by such notices furnished by party (and its advisors) to any Governmental Entity. None of the parties to one another may be redacted to the extent necessary to comply with applicable Law. Subject to applicable Law or as otherwise directed by any Governmental Authority, neither the Company nor Buyer shall permit any of its officers or any other representatives or agents agree to participate in any substantive meeting or conference, whether in person or by telephone, with any Governmental Authority with Entity in respect to of any filings, investigation (including any settlement of the investigation), litigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other party or its outside counsel the opportunity to attend and participate thereat. (f) Neither at such meeting. The parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the Company nor other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act; provided that the Buyer shall: (i) agree shall have the right to extend direct all matters with any waiting period Governmental Entity relating to the transactions contemplated by the Transaction Agreements. The parties shall provide outside counsel for each other party with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided that the Buyer will not be required to share with any Person a copy of the financial information included in any filing it makes under the HSR Act without or in any attachments thereto. The Buyer and the prior written consent Seller may, as each deems advisable and necessary, (i) redact or remove references concerning the valuation of the other party (such consent not to be unreasonably withheldbusinesses of the Company and its Subsidiaries, conditioned or delayed); and (ii) reasonably designate any competitively sensitive or any confidential business material provided to the other under this Section 5.2(c) as “counsel only” or, as appropriate, as “outside counsel only.” (d) Prior to the Closing, each of the Buyer and the Company (without limiting Section 5.2) shall not, and shall cause its respective Affiliates not to, enter into a Contract to acquire or license, or acquire or license, any agreement with any Governmental Authority not to consummate the transactions contemplated hereby without the prior written consent assets, businesses or securities of the other a third party (if such consent not to acquisition or license would or would reasonably be unreasonably withheld, conditioned or delayed); or (iii) take any other action that would be reasonably likely expected to prevent or materially delay the receipt satisfaction of any Regulatory Approvals or Third Party Consentsthe conditions set forth in Section 8.1.

Efforts to Consummate; Certain Governmental Matters. (a) The Company and Buyer Sellers shall use their respective commercially reasonable best efforts to obtain and to cooperate in obtaining the Regulatory Approvals and Third Party Consents. Each party agrees to make an appropriate filing pursuant to Buyers shall reasonably cooperate in connection with the HSR Act with respect to the transactions contemplated hereby within five (5) Business Days after the date hereof, in which each party will request early termination of the HSR waiting periodsame. (b) Buyer Sellers and the Company shall respond as promptly as practicable to any inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Federal Trade Commission, or any other Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with the transactions contemplated hereby. (c) The Company and Buyer Buyers shall use their respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its their part under this Agreement and applicable Law to satisfy their respective conditions to Closing, and to consummate and make effective the transactions contemplated hereby as soon as practicable. (d) Notwithstanding anything to the contrary in this Agreement, Buyer shall not be obligated to: (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses (including the Company); (ii) agree to any material restrictions on the activities of the Buyer or any of its businesses (including the Company); (iii) waive any material rights to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or legal proceeding that would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; or (vi) waive any of the conditions set forth in Article 7 of this Agreement. (ec) Subject to applicable Law or except as prohibited by any Governmental Authority, during the period from the date hereof until the earlier of the termination of this Agreement Sellers and the Closing Date, Buyer and the Company Buyers each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby, including: (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Regulatory Approvals or the Third Party Consents for the timely consummation of transactions contemplated hereby and by the Transaction Documents, and (ii) promptly furnishing the other with copies of material notices or other communications received by it from any third party or any Governmental Authority with respect to the transactions contemplated hereby; provided, however, that any such notices furnished by the parties to one another may be redacted to the extent necessary to comply with applicable Law. Subject to applicable Law or as otherwise directed by any Governmental Authority, neither the Company Neither Sellers nor Buyer Buyers shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat. (fd) Neither the Company Sellers nor Buyer shall: Buyers shall (i) agree to extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); ) or (iiiii) take any other action that would be reasonably likely to prevent or materially delay the receipt of any Regulatory Approvals or Third Party Consents.

Efforts to Consummate; Certain Governmental Matters. (a) The Company Griffon, on the one hand, and Buyer Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to obtain and to cooperate in obtaining any approvals required under Competition/Investment Law in connection with the Regulatory Approvals execution, delivery or performance of this Agreement or any Ancillary Agreement and Third Party Consentsas required to consummate the transactions contemplated hereby. All HSR Act and all transaction notification fees and other filing fees required by any other Competition/Investment Law shall be borne by Buyer and Seller equally (50/50). Each party hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement within five (5) Business Days after the date hereof, hereof and shall make as promptly as practicable any other appropriate submissions that may be required under any other Competition/Investment Law. Each party hereto shall use its reasonable best efforts to cooperate with the other parties hereto in which each party will request early termination such other parties’ efforts to obtain any approvals required under Competition/Investment Law as are required in connection with the consummation of the HSR waiting periodtransactions contemplated hereby and agrees that it shall not, and shall cause its Affiliates not to, willfully take any action or enter into any transaction that will have the effect of delaying, impairing or preventing the consummation of the transactions contemplated hereby. (b) Buyer and the Company Each party shall respond as promptly as practicable to any reasonable inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Federal Trade Commission, Commission or any other Governmental Authority Entity for additional information or documentation and to all reasonable inquiries and requests received from any Governmental Authority Entity in connection with the transactions contemplated hereby. (c) The Company and Buyer Each party shall use its reasonable best efforts to obtain all approvals required under Competition/Investment Law necessary to consummate the transactions contemplated by this Agreement and to avoid or eliminate each and every impediment and any proceeding instituted or threatened by a Governmental Entity or private party under the HSR Act or any other Competition/Investment Law that is asserted with respect to the transactions contemplated by this Agreement or any Ancillary Agreement so as to enable the consummation of such transactions to occur as expeditiously as possible and, in any event, by the Closing Date. For the avoidance of doubt, neither the Sellers nor the Purchased Companies, shall be obligated to take any such action, unless the taking of such action is expressly conditioned upon the consummation of the transactions contemplated in this Agreement and any Ancillary Agreement. (d) Subject to the terms and conditions set forth in this Agreement, the parties hereto shall use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and the Ancillary Agreements and applicable Law to satisfy their respective the conditions to Closing, and to consummate and make effective the transactions contemplated hereby by this Agreement and the Ancillary Agreements as soon as practicable. (d) Notwithstanding anything to . For the contrary avoidance of doubt, nothing in this Agreement, Buyer shall not be obligated to: (i) offer, negotiate, commit Section 5.2 will require any party to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses (including the Company); (ii) agree to any material restrictions on the activities of the Buyer or any of its businesses (including the Company); (iii) waive any material rights condition to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action such party’s obligation to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or legal proceeding that would otherwise have the effect of preventing or delaying the consummation of consummate the transactions contemplated hereby; or (vi) waive any of the conditions by this Agreement set forth in Article 7 of this AgreementVIII. (e) Subject to applicable Law or except as prohibited by any Governmental AuthorityLaw, during the period from the date hereof until the earlier each of the termination of this Agreement and the Closing Date, Buyer and the Company each parties hereto shall keep the other party apprised of the status of matters relating to consummation of the transactions contemplated hereby, including: including (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Regulatory Approvals approvals required under Competition/Investment Law or the Third Party Consents any other applicable Law for the timely consummation of transactions contemplated hereby by this Agreement and by the Transaction DocumentsAncillary Agreements, and (ii) promptly furnishing the other party with copies of material notices or other communications received by it from any third party or any Governmental Authority Entity with respect to the transactions contemplated herebyby this Agreement and the Ancillary Agreements; provided, however, provided that any such notices furnished by the parties hereto to one another may be redacted or provided on an “outside counsel only” basis to the extent necessary necessary, either to comply with applicable Law or to protect the confidentiality of information that if furnished would not materially facilitate the other party’s understanding of the status of matters relating to consummation of the transactions contemplated hereby. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other Competition/Investment Law or other applicable Law. Subject to applicable Law or as otherwise directed by any Governmental Authority, neither None of the Company nor Buyer parties hereto shall permit any of its officers or any other representatives Representatives or agents to participate in any meeting with any Governmental Authority Entity with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other party parties hereto the opportunity to attend and participate thereat. Notwithstanding the foregoing, subject to reasonable consultation and considering in good faith the views expressed by the Griffon and its advisors, Buyer shall make the final determination as to the appropriate course of action regarding obtaining clearance from any Governmental Entity under any of the Competition/Investment Laws and resolving any investigation or other inquiry of any Governmental Entity under any of the Competition/Investment Laws. (f) Neither From and after the Company nor Buyer shall: date hereof, Griffon shall use commercially reasonable efforts to prepare and file all notices, reports, statements, applications and other filings (iother than Tax Returns) agree set forth in Schedule 3.3 (to extend the extent designated on such Schedule as “Pre-Closing” but excluding any waiting period under filings with respect to the HSR Act without Act, which shall be governed by the other provisions of Section 5.2), and Buyer shall (and after the Closing Date shall cause the Purchased Companies to) use commercially reasonable efforts to prepare and file all notices, reports, statements, applications and other filings (other than Tax Returns) set forth in Schedule 3.3 (to the extent designated on such Schedule as “Post-Closing”) and Schedule 4.4 (but excluding any filings with respect to the HSR Act, which shall be governed by the other provisions of Section 5.2) (such items set forth on Schedule 3.3 and Schedule 4.4, in each case excluding any filings with respect to the HSR Act, collectively, the “Transaction Filings”); provided, however, that prior written consent of to filing all such notices, reports, statements, applications and other filings, Buyer and Griffon shall each provide drafts thereof to the other party (and shall file such consent notices, reports, statements, applications and other filings only after receiving such other party’s approval of such notices, reports, statements, applications and other filings, which approval shall not to be unreasonably withheld, conditioned or delayed); (ii) enter into . Griffon will promptly deliver to Buyer a copy of each such notice, report statement, application and other filings and each such consent or approval obtained prior to the Closing. Each party hereto shall use its reasonable best efforts to cooperate with the other parties hereto in such other parties’ efforts to prepare and file the Transaction Filings. To the extent any agreement with any Governmental Authority not to consummate the transactions contemplated hereby without the prior written consent of the other party (such consent approvals set forth in Schedule 5.2(f) are not obtained at or prior to be unreasonably withheldClosing, conditioned or delayed); or (iii) take any other action that would be reasonably likely to prevent or materially delay the receipt of any Regulatory Approvals or Third Party Consents.subject to

Efforts to Consummate; Certain Governmental Matters. (a) The Company Paragon shall, and Buyer shall cause each of the Paragon Entities to, use their its respective reasonable best efforts to obtain and to cooperate in obtaining or making any Governmental Authorization, notice or filing required to be obtained by Paragon or any of its Affiliates from, or to be given by Paragon or any of its Affiliates to, or made by Paragon with, any Governmental Entity or securities exchange or any other Person, as a result of execution and delivery of, or performance of any obligations under (i) this Agreement or (ii) the Regulatory Approvals Amendment to Tax Sharing Agreement, including obtaining the Bankruptcy Court Approval and Third consummating the Paragon Plan, and no Party Consents. Each party agrees shall take any action that would be reasonably likely to make an appropriate filing pursuant to prevent or materially delay the HSR Act with respect to the transactions contemplated hereby within five (5) Business Days after the date hereof, in which each party will request early termination receipt of any of the HSR waiting periodforegoing. (b) Buyer Subject to the terms and the Company conditions set forth in this Agreement, each Party shall respond as promptly as practicable use, and shall cause each of its Subsidiaries to any inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”)use, the Federal Trade Commission, or any other Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with the transactions contemplated hereby. (c) The Company and Buyer shall use their its respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and the Amendment to Tax Sharing Agreement and applicable Law to satisfy their respective the conditions to Closingset forth in Article VI, and to consummate and make effective the transactions contemplated hereby by this Agreement and the Amendment to Tax Sharing Agreement as soon as practicable. (d) Notwithstanding anything to the contrary in this Agreement, Buyer shall not be obligated to: (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses (including the Company); (ii) agree to any material restrictions on the activities of the Buyer or any of its businesses (including the Company); (iii) waive any material rights to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or legal proceeding that would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; or (vi) waive any of the conditions set forth in Article 7 of this Agreement. (ec) Subject to applicable Law or except as prohibited by any Governmental AuthorityEntity, during the period from the date hereof until the earlier of the termination of this Agreement Paragon and the Closing Date, Buyer and the Company Noble each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby, including: including (i) promptly notifying the other of the status of, and any facts, circumstances or other reason that would prevent the receipt of, the Bankruptcy Court Approval or consummation of any Regulatory Approvals or the Third Party Consents Paragon Plan for the timely consummation of transactions contemplated hereby by this Agreement and by the Transaction DocumentsAmendment to Tax Sharing Agreement, and (ii) promptly furnishing the other with copies of material notices or other communications documents received by it Paragon or Noble, as the case may be, from any third party or and/or any Governmental Authority Entity with respect to the transactions contemplated hereby; provided, however, that any such notices furnished by the parties this Agreement and Amendment to one another may be redacted to the extent necessary to comply with applicable LawTax Sharing Agreement. Subject to applicable Law or as otherwise directed by any Governmental Authority, neither the Company nor Buyer No Party shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority Entity with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party Party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other party Parties the opportunity to attend and participate thereat. (f) Neither the Company nor Buyer shall: (i) agree to extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); or (iii) take any other action that would be reasonably likely to prevent or materially delay the receipt of any Regulatory Approvals or Third Party Consents.

Efforts to Consummate; Certain Governmental Matters. (a) The Company and Buyer shall use their respective reasonable best commercial efforts to obtain and to cooperate in obtaining the Regulatory Approvals and Third Party Consents. Each party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated hereby within five three (53) Business Days after the date hereof, . In each party’s filing pursuant to the HSR Act contemplated in which the immediately preceding sentence each such party will request early termination of the HSR waiting periodperiod thereunder. (b) The Company and Buyer and the Company shall respond as promptly as practicable to any inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Federal Trade CommissionCommission (the “FTC”), or any other Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with the transactions contemplated hereby. (c) The Company and Buyer shall use their respective reasonable best commercial efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and applicable Law to satisfy their respective the conditions to Closing, and to consummate and make effective the transactions contemplated hereby as soon as practicable. (d) Notwithstanding anything to the contrary in this Agreement, Buyer shall not be obligated to: (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses (including the Company); (ii) agree to any material restrictions on the activities of the Buyer or any of its businesses (including the Company); (iii) waive any material rights to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or legal proceeding that would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; or (vi) waive any of the conditions set forth in Article 7 of this Agreement. (e) Subject to applicable Law or except as prohibited by any Governmental Authority, during the period from the date hereof until the earlier of the termination of this Agreement and the Closing Date, Buyer and the Company and Buyer each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby, including: (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Regulatory Approvals or the Third Party Consents for the timely consummation of transactions contemplated hereby and by the Transaction Documents, and (ii) promptly furnishing the other with copies of material notices or other communications received by it from any third party or any Governmental Authority with respect to the transactions contemplated hereby; provided, however, that any such notices furnished by the parties to one another may be redacted to the extent necessary to comply with applicable Law. Law or to protect information protected by the attorney-client privilege or other privilege or the attorney work product doctrine; and provided further that competitively sensitive information may be provided on an “outside attorneys only” basis. (e) Subject to applicable Law or and except as otherwise directed required by any Governmental Authority, neither the Company nor Buyer shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat. (f) Neither the Company nor Buyer shall: (i) agree to extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); or (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or of delayed). (f) In connection with the exercise of any reasonable commercial efforts, commercially reasonable efforts or other standard of conduct pursuant to this Agreement, no party (nor any of their respective Affiliates) shall be required, in respect of any provision of this Agreement, to pay any fees, expenses or other amounts to any Governmental Authority or any party to any Contract (excluding, for the avoidance of doubt, ordinary course fees and expenses of their respective attorneys and advisors), commence or participate in any Action or offer or grant any accommodation (financial or otherwise) to any third party. (g) Notwithstanding the foregoing, nothing in this Section 6.2 shall require, or be construed to require, Buyer or its Affiliates to agree to: (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by the Agreement; or (iii) take any other action that would material modification or waiver of the terms and conditions of this Agreement. (h) Buyer agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably likely to prevent requested by any Governmental Authority or materially delay other third party whose consent or approval is sought in connection with the receipt of any Regulatory Approvals or Third Party Consentstransactions contemplated hereby.

Efforts to Consummate; Certain Governmental Matters. (a) The Company Company, on the one hand, and Buyer Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, use their respective commercially reasonable best efforts to obtain and to cooperate in obtaining the any Regulatory Approvals and Third Party ConsentsNon-Governmental Consents required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement. Each party agrees to make an appropriate filing pursuant to In connection with and without limiting the foregoing, Buyer, Merger Sub and the Company shall as promptly as reasonably practicable, but in no event later than ten (10) Business Days after the date hereof, duly file with the United States Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form required under the HSR Act with respect to the transactions contemplated by this Agreement. Subject to Section 6.2(b), the parties hereby within five (5) Business Days after the date hereof, in which each party will request early agree to diligently pursue termination of the waiting periods under the HSR waiting periodAct or any other Competition/Investment Law (including promptly responding to any requests for additional information). Each party shall use its reasonable best efforts to cooperate with the other party in such other party’s efforts to obtain any Non-Governmental Consents as are required in connection with the consummation of the transactions contemplated hereby. Each of Buyer, Merger Sub and the Company agree to take commercially reasonable steps to avoid or eliminate each and every impediment under the HSR Act or any other Competition/Investment Law that is asserted by any Governmental Entity with respect to the Merger so as to enable the Merger to occur as expeditiously as possible, including: (i) the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such commercially reasonable actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any Governmental Entity or any other Person, including filings pursuant to the HSR Act and any actions necessary to cause the expiration of the notice periods under the HSR Act and (ii) using commercially reasonable efforts to cause the satisfaction of all conditions to the Closing (other than conditions as to the performance by the other Parties of their obligations) (provided, that the Company shall not be obligated to take any such action unless the taking of such action is expressly conditioned upon the consummation of the Merger and the other transactions contemplated in this Agreement), in each case, as may be required in order to obtain any clearance under the HSR Act or any other Competition/Investment Law or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Litigation, which would otherwise have the effect of preventing or delaying the consummation of the Merger. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require Buyer or any of its Affiliates to, and the Company and its Subsidiaries shall not, agree to, any sale, divestiture, license or other disposition of any products, assets or property of the Company and its Subsidiaries if such actions reasonably would be expected (i) to materially and adversely affect the benefits expected to be derived by Buyer and its Affiliates from the transactions contemplated by this Agreement or (ii) be material to the Company and its Subsidiaries, taken as a whole. Further, notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates shall be required to agree to any sale, divestiture, license or other disposition whatsoever of any products, assets or property of Buyer or any of its Affiliates. (b) Buyer Subject to the terms and conditions set forth in this Agreement, Buyer, Merger Sub, and the Company shall respond as promptly as practicable to any inquiries received from the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”)use, the Federal Trade Commission, or any other Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with the transactions contemplated hereby. (c) The Company and Buyer shall use cause their respective Subsidiaries to use, their respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and the Ancillary Agreements and applicable Law to satisfy their respective the conditions to Closing, and to consummate and make effective the transactions contemplated hereby by this Agreement and the Ancillary Agreements as soon as practicable. (dc) Notwithstanding anything Buyer, Merger Sub, and the Company each shall, upon request by the other and subject to appropriate confidentiality restrictions, furnish the contrary in this Agreement, Buyer shall not be obligated to: (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, other with all material documentation concerning the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses (including the Company); (ii) agree to any material restrictions on the activities of the Buyer Company or any of its businesses (including Subsidiaries or Buyer and Merger Sub and such other matters as may be necessary or reasonably advisable in connection with any notices, reports, statements, applications or other filings made by or on behalf of Buyer, or the Company); (iii) waive any material rights to which it is entitled; (iv) defend, commence or prosecute any legal proceeding; (v) take any other action to prevent, effect the dissolution of, vacate, or lift any decreeof their respective Affiliates to any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; provided that any such documentation furnished by the parties to one another may be redacted to the extent necessary, order, judgment, injunction, temporary restraining order, either to comply with applicable Law or to protect the confidentiality of information that if furnished would not materially facilitate the other order in any suit or legal proceeding that would otherwise have party’s understanding of the effect status of preventing or delaying the matters relating to consummation of the transactions contemplated hereby; or (vi) waive . In addition, Buyer and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the conditions set forth recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in Article 7 advance from the source of this Agreementthe materials or its legal counsel. (ed) Subject to applicable Law or except as prohibited by any Governmental AuthorityEntity, during the period from the date hereof until the earlier of the termination of this Agreement and the Closing DateBuyer, Buyer Merger Sub, and the Company each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby, including: including (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Regulatory Approvals or the Third Party Non-Governmental Consents for the timely consummation of transactions contemplated hereby by this Agreement and by the Transaction DocumentsAncillary Agreements, and (ii) promptly furnishing the other with copies of material notices or other communications received by it Buyer, Merger Sub, or the Company, as the case may be, from any third party or any Governmental Authority Entity with respect to the transactions contemplated herebyby this Agreement and the Ancillary Agreements; provided, however, provided that any such notices furnished by the parties to one another may be redacted to the extent necessary necessary, either to comply with applicable Law. Subject to applicable Law or as otherwise directed by any Governmental Authorityto protect the confidentiality of information that if furnished would not materially facilitate the other party’s understanding of the status of matters relating to consummation of the transactions contemplated hereby. None of Buyer, neither Merger Sub, or the Company nor Buyer shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority Entity with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other party the opportunity to attend and participate thereat. (fe) Neither Each of Buyer, Merger Sub and the Company nor Buyer shall: shall (i) agree respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Entity for additional information or documentation and to all inquiries and requests received from any Governmental Entity, (ii) not extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); , and (iiiii) not enter into any agreement with any Governmental Authority Entity not to consummate the Merger or the other transactions contemplated hereby by this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); . (f) As soon as practicable after the Closing Date, Buyer shall, and shall cause the Surviving Corporation and each of its Subsidiaries to, prepare and file all notices, reports, statements, applications and other filings as required by applicable Law or any Governmental Entity or as otherwise customary or advisable under applicable Law as a result of the consummation on the Closing Date of the transactions contemplated hereby. (iiig) Subject to applicable Law and except as required by any Governmental Entity, none of Buyer, Merger Sub or the Company shall take any other action that would be reasonably likely to prevent or materially delay the receipt of any Regulatory Approvals or Third Party Non-Governmental Consents, in each case, to the extent necessary for the timely consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, entering into any agreement, arrangement or understanding with regard to consummating an acquisition entailing overlapping business products, or consummate any such acquisition.