Common use of Excluding Section 7 Clause in Contracts

Excluding Section 7. 14, notwithstanding other provisions in this Agreement, in the event that, in connection with the involvement of the Company, PubCo, Kcompany, or their respective affiliates, in the set of transactions contemplated under this Agreement, the Company or Kcompany reasonably concludes in good faith after consultation with counsel, and subject to consultation and good faith consideration of the views of the other party, that submission of any additional regulatory filing with a Governmental Authority (under a Foreign Investment Law or otherwise) would be either required or advisable, each of the Company, PubCo, and Kcompany, and their respective affiliates, shall use their reasonable best efforts to promptly submit a filing with the appropriate Governmental Authority (the “Regulatory Filing”). In the event of a Regulatory Filing, each of the Company, PubCo, Kcompany, and their respective affiliates shall use reasonable best efforts to cooperate and coordinate with the other parties in preparing and submitting the Regulatory Filing and in obtaining regulatory approval from the appropriate Governmental Authority, including, to the extent permitted by applicable Law and subject to customary confidentiality restrictions and all applicable privileges (including the attorney-client privilege) and consistent with any instruction or direction from the respective Governmental Authority, consultation on information to be presented to the Governmental Authority and sharing of draft documents prior to submission, prompt notification of any communication from the Governmental Authority or any of its member agencies, and in connection with resolving any investigation or other inquiry of the Governmental Authority or any of its member agencies. The Company, PubCo, Kcompany, and their respective affiliates shall take or accept any actions, conditions, or restrictions proposed by the appropriate Governmental Authority as a condition of obtaining regulatory approval with respect to a Regulatory Filing; provided, however, that the Company shall not be required to accept any actions, conditions, or restrictions that would have a material adverse impact on the Company’s business. The Company and Kcompany shall as between themselves each bear one half of all costs for preparing any Regulatory Filing and seeking regulatory approval.

Excluding Section 7. 1413, notwithstanding other provisions in this Agreement, in the event that, in connection with the involvement of the Company, PubCo, KcompanyHoldco or Pubco, or their respective affiliates, in the set of transactions contemplated under this Agreement, the Company or Kcompany Holdco and Pubco reasonably concludes conclude in good faith after consultation with counsel, and subject to consultation and good faith consideration of the views of the other party, that submission of any additional regulatory filing with a Governmental Authority (under a Foreign Investment Law or otherwise) would be either required or advisable, each of the Company, PubCo, Holdco and KcompanyPubco, and their respective affiliates, shall use their reasonable best efforts to promptly submit a filing with the appropriate Governmental Authority (the “Regulatory Filing”), at Pubco’s expense. In the event of a Regulatory Filing, each of the CompanyHoldco, PubCo, KcompanyPubco, and their respective affiliates shall use reasonable best efforts to cooperate and coordinate with the other parties party in preparing and submitting the Regulatory Filing and in obtaining regulatory approval from the appropriate Governmental Authority, including, to the extent permitted by applicable Law and subject to customary confidentiality restrictions and all applicable privileges (including the attorney-client privilege) and consistent with any instruction or direction from the respective Governmental Authority, consultation on information to be presented to the Governmental Authority and sharing of draft documents prior to submission, prompt notification of any communication from the Governmental Authority or any of its member agencies, and in connection with resolving any investigation or other inquiry of the Governmental Authority or any of its member agencies. The CompanyHoldco, PubCoPubco, Kcompany, and or their respective affiliates shall take or accept any actions, conditions, or restrictions proposed by the appropriate Governmental Authority as a condition of obtaining regulatory approval with respect to a Regulatory Filing; provided, however, that the Company Holdco shall not be required to accept any actions, conditions, or restrictions that would have a material adverse impact on the CompanyHoldco’s business. The Company Holdco and Kcompany Pubco shall as between themselves each bear one half of all costs for preparing any Regulatory Filing and seeking regulatory approval.

Excluding Section 7. 14, notwithstanding other provisions in this Agreement, in the event that, in connection with the involvement of the Company, PubCo, KcompanyCompany or Parent, or their respective affiliates, in the set of transactions contemplated under this Agreement, the Company or Kcompany reasonably concludes in good faith and Parent mutually agree (after consultation with counsel, and subject to consultation and good faith consideration of the views of the other party, ) that submission of any additional regulatory filing with a Governmental Authority (under a Foreign Investment Law or otherwise) would be either required or advisable, each of the Company, PubCo, Company and KcompanyParent, and their respective affiliates, shall use their reasonable best efforts to promptly submit a filing with the appropriate Governmental Authority (the “Regulatory Filing”). In the event of a Regulatory Filing, each of the Company, PubCo, KcompanyParent, and their respective affiliates shall use reasonable best efforts to cooperate and coordinate with the other parties party in preparing and submitting the Regulatory Filing and in obtaining regulatory approval from the appropriate Governmental Authority, including, to the extent permitted by applicable Law and subject to customary confidentiality restrictions and all applicable privileges (including the attorney-client privilege) and consistent with any instruction or direction from the respective Governmental Authority, consultation on information to be presented to the Governmental Authority and sharing of draft documents prior to submission, prompt notification of any communication from the Governmental Authority or any of its member agencies, and in connection with resolving any investigation or other inquiry of the Governmental Authority or any of its member agencies. The Company, PubCoParent, Kcompany, and or their respective affiliates shall take or accept any actions, conditions, or restrictions proposed by the appropriate Governmental Authority as a condition of obtaining regulatory approval with respect to a Regulatory Filing; provided, however, that the Company and Parent shall not be required to accept any actions, conditions, or restrictions that would have a material adverse impact on the Company’s their respective business. The Company and Kcompany shall as between themselves each bear one half of all costs for preparing any Regulatory Filing and seeking regulatory approval.