Common use of Filings and Authorizations; Consummation Clause in Contracts

Filings and Authorizations; Consummation. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizations, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto shall promptly notify the other party of any communication received from any Governmental Authority and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other hand.

Filings and Authorizations; Consummation. The (a) Each party hereto shall use commercially reasonable efforts, and shall cooperate with the other parties to this Agreement, to obtain as promptly as practicable any and all authorizations, approvals, orders, consents, licenses, waivers, no action acknowledgments, certificates, permits, registrations, qualifications or other rights and privileges of any Governmental Authority or third party (collectively, “Consents”) necessary or advisable for the performance of its obligations under, or the consummation of the transactions contemplated by, this Agreement, including Sellers’ Approvals, the Target Companies Approvals and Buyers’ Approvals. (b) Each party hereto agrees that it shall consult with the other parties to this Agreement with respect to the obtaining of all material Consents necessary or advisable for the performance of its obligations under, or the consummation of the transactions contemplated by, this Agreement, including providing copies of all filings made and other documents exchanged in connection with obtaining such Consents to the extent permitted by applicable Law, and each party shall keep the other parties to this Agreement apprised of the status of material matters relating to the performance of its obligations under, or the consummation of the transactions contemplated by, this Agreement. (c) Each party hereto agrees, upon the written request of any other party to this Agreement, to furnish such other party with all information concerning itself or such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party to any Governmental Authority to the extent permitted by applicable Law. (d) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4: (i) Sellers and the Purchaser Buyers (A) shall cooperate, and use their respective commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary under applicable Laws to consummate the transactions contemplated by this Agreement, but in any event will make the filings required by Annex 8.5(h) with the applicable Governmental Authorities no later than September 11, 2020 and will promptly obtain the authorizationsmake all other filings and obtaining all licenses, permits, consents, orders approvals, authorizations, qualifications and approvals necessary for the performance Orders of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification Governmental Authorities and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be third parties necessary to consummate the Contemplated Transactions; providedtransactions contemplated by this Agreement, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to and (a) commence or threaten to commence any Action, (bB) agree to hold separateprovide to each and every Governmental Authority with jurisdiction over enforcement of any applicable antitrust or Competition Law (“Antitrust Governmental Authority”), divest, license or cause a third party to purchaseas promptly as reasonably practicable and in any event within the applicable legal time periods, any of their respective assets and/or businesses (including for this purposeinformation and documents requested by any Antitrust Governmental Authority that are legally required to be provided or otherwise reasonably necessary, the Business), proper or (c) otherwise agree advisable to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the permit consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another transactions contemplated hereby; (ii) Buyers agree to use best efforts, as promptly as reasonably practicable, to take, or cause to be taken, in exchanging and providing such information the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to each other and be entered or issued, in making any proceeding or inquiry of any kind that would make consummation of the filings and requests referred to transactions contemplated by this Agreement in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection accordance with the foregoing. Each party hereto shall promptly notify terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the other party of transactions contemplated by this Agreement, any communication received from any Governmental Authority and shall provide the other party with an opportunity all steps reasonably necessary, proper or advisable to attend any meetings resist, vacate, modify, reverse, suspend, prevent, eliminate or telephone conferences with remove such Governmental Authorityactual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to the extent permitted permit such consummation on a schedule as close as possible to that contemplated by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the SellersAgreement; (iii) Buyers, on the one hand, and the PurchaserSellers, on the other hand, will bear their respective (A) filing fees imposed under applicable Competition Laws, and (B) attorneys’ fees in connection with the preparation of any such filings.

Filings and Authorizations; Consummation. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizations, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. (a) Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filingsparties hereto, as necessarypromptly as practicable, shall make, or cause to consummate the Contemplated Transactions in accordance with this Agreement be made, all filings and the submissions under Antitrust Laws and any other Transaction Documents. The Sellers laws, rules and the Purchaser shall use their respective commercially reasonable efforts regulations applicable to secure the expiration it, or termination of any waiting periods under the HSR Act to its Subsidiaries and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of JusticeAffiliates, as may be necessary required for it to consummate the Contemplated Transactions; providedtransactions contemplated herein and use its commercially reasonable efforts (which shall not require any party to make any payment or concession to any Person in connection with obtaining such Person’s consent) to obtain, howeveror cause to be obtained, thatall other authorizations, notwithstanding anything approvals, consents and waivers from all Governmental Authorities and other Persons necessary to the contrarybe obtained by it, or its Subsidiaries or Affiliates, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required order for it to (a) commence or threaten to commence any Action, consummate such transactions. (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraph (a) above. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. . (c) Each party hereto shall promptly notify inform the other party parties of any material communication received from any Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party hereto or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and shall provide after consultation with the other party with parties, an opportunity to attend any meetings or telephone conferences appropriate response in compliance with such request. The Buyer will advise the Sellers’ Representative promptly in respect of any understandings, undertakings or agreements (whether oral or written) which the Buyer proposes to make or enter into with any Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Authority in connection with any required filings pursuant to the transactions contemplated by this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handAgreement.

Filings and Authorizations; Consummation. The Sellers (a) Subject to the terms and conditions of this Agreement, including this Section 5.5, Section 5.7 and Section 5.10, each of the Purchaser parties hereto shall use their respective its commercially reasonable efforts to promptly take, or cause to be taken by its Representatives and by Parent in the case of Purchaser, all actions and to do, or cause to be done, all things necessary, proper or advisable (i) under applicable Law (including, without limitation, the HSR Act, Export Control Laws, Exon-▇▇▇▇▇▇, ITAR and International Competition Laws) to consummate and make effective the Merger and the other transactions expressly contemplated by this Agreement, (ii) to obtain all necessary or appropriate waivers, consents or approvals of third parties to any Material Contract required in order to preserve material contractual relationships of the authorizationsCompany and its Subsidiaries, consentsall necessary or appropriate waivers, orders consents and approvals to effect all necessary for registrations, filings and submissions by the performance Outside Date (and, in such case, to proceed with the Closing as expeditiously as possible) and (iii) to prevent the entry, enactment or promulgation of any threatened or pending Law, injunction or Order that could restrain, prevent, delay or make illegal the Closing or otherwise materially adversely affect the ability of the parties or any of their obligations pursuant Affiliates hereto to consummate the Merger or the other transactions expressly contemplated by this Agreement. In addition, subject to such terms and conditions herein provided, none of the parties hereto shall, nor shall any of the parties permit any of its Representatives to, or in the case of Purchaser, permit Parent to, knowingly take or cause to be taken any action which would reasonably be expected to materially delay or prevent consummation of the Closing or otherwise make such consummation illegal or otherwise materially adversely affect the ability of the parties hereto or any of their Affiliates to consummate the Merger or the other transactions expressly contemplated by this Agreement. (b) Each party hereto of the parties undertakes and agrees to, and to make an appropriate filing of cause its Affiliates to: (i) prepare and file, as soon as practicable, but in no event later than ten (10) Business Days after the date hereof, a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one US Federal Trade Commission (1the “FTC”) and the Antitrust Division (the “Antitrust Division”) of the US Department of Justice (the “HSR Filing”); (ii) make, as soon as practicable, but in no event later than ten (10) Business Day Days after the date hereof, to request early termination of such filings and apply for such approvals and consents as are required under International Competition Laws (the applicable waiting period “International Competition Filings”); (iii) prepare and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filingsfile, as necessarysoon as reasonably practicable, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, but in no event shall either later than ten (10) Business Days after the date hereof, a joint voluntary notice with CFIUS under Exon-▇▇▇▇▇▇ with respect to the transactions expressly contemplated by this Agreement (the “Exon-▇▇▇▇▇▇ Filing”); (iv) prepare and file, as soon as practicable, but in no event later than five (5) days after the date hereof, the requisite notifications under ITAR by Purchaser as a U.S. Person with the United States Department of State Directorate of Defense Trade Controls with respect to the transactions expressly contemplated by this Agreement (the “ITAR Filing”); and (v) prepare and file, as soon as possible, any and all other registrations, filings and submissions required to be made with a Governmental Entity in respect of the Merger or the Sellers, or any of their respective Affiliates, be required to other transactions expressly contemplated hereby (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purposetogether with the HSR Filing, the BusinessInternational Competition Filings, the Exon-▇▇▇▇▇▇ Filing and the ITAR Filing, the “Governmental Approvals”), or . (c) otherwise agree to any restrictions on the Business, the businesses Each of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections parties shall, subject to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13. The parties hereto shall , including under any International Competition Laws, use their commercially reasonable efforts to: (i) provide each applicable Governmental Entity with any additional or supplemental information required by such Governmental Entity necessary to supply such reasonable assistance as may be reasonably requested by obtain any other party hereto in connection with of the foregoing. Each party hereto shall Governmental Approvals; (ii) promptly notify the other party of any written communication received to that party or any of its Affiliates or Representatives with respect to the Governmental Approvals required from any Governmental Authority Entity and shall provide permit the other party parties to review in advance, to the full extent practical, any proposed written communication to any of the foregoing; (iii) not agree to participate in any substantive meeting or discussion with an opportunity to attend any meetings Governmental Entity in respect of any of the Governmental Approvals or telephone conferences any other filings, investigation or inquiry concerning this Agreement or the transactions expressly contemplated hereby unless it consults with such Governmental Authoritythe other parties in advance and, to the extent permitted by such Governmental Entity, gives the other parties and their Representatives the opportunity to attend and participate thereat; (iv) respond as promptly as practicable under the circumstances to any inquiries and requests received from a Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Entity or any authority enforcing applicable International Competition Laws for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with obtaining the Governmental Approvals and seek the termination and/or satisfaction of any required filings pursuant such inquiry or request as soon as reasonably practicable; (v) subject to this Section 6.13 shall be shared equally by 5.1(c), furnish the Sellersother party with copies of all correspondence, filings, and written communications (and memoranda setting forth the substance thereof) between them and its affiliates and their respective representatives on the one hand, and the Purchaser, any Government Entity or members or their respective staffs on the other hand, with respect to the Governmental Approvals or this Agreement; and (vi) take any and all other all commercially reasonable steps advisable, necessary or desirable to finally and successfully obtain the Governmental Approvals. (d) With respect to the HSR Filing and the International Competition Filings: (i) each of the Company and Purchaser shall not, and shall not permit any of their Affiliates or Representatives to, extend any waiting period under the HSR Act or any International Competition Law or enter into any agreement with the FTC or the Antitrust Division or other similar Governmental Entity not to consummate the Merger or the other transactions expressly contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld, delayed or conditioned; and (ii) Purchaser and Merger Sub, and Purchaser shall cause Parent, and the Company shall, from and after the date hereof until the Outside Date, use their respective commercially reasonable efforts (A) to avoid the entry of, or have vacated or terminated, any Orders that would restrain, prevent or delay the Closing and (B) to avoid the filing or initiation of any action or proceeding by any Governmental Entity contemplated by Section 6.2(h). Notwithstanding anything to the contrary contained herein, Purchaser shall have the sole and exclusive right to determine, at its option but without obligation, whether to take any actions in connection with, or agree to, any demands for sale, divestiture or disposition of assets or business of Parent or, effective as of the Closing, the Company or their respective Subsidiaries, asserted by the FTC, the Antitrust Division or other Governmental Entity in connection with antitrust matters or International Competition Laws or to defend through litigation any Proceeding commenced by the FTC, the Antitrust Division or other Governmental Entity in connection with the foregoing matters. Purchaser shall have the sole and exclusive right to direct and control any such litigation, negotiation or other action, with counsel of its own choosing, provided that Purchaser shall afford the Company a reasonable opportunity to participate therein, and the Company and Purchaser each agrees to reasonably cooperate with the other with respect thereto to facilitate the Closing. (e) The Company shall agree if, but solely if, requested by Purchaser to hold separate or otherwise take or commit to take any action that limits Parent’s freedom of action with respect to, or its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that any such action shall be conditioned upon the Closing but shall require the Company’s approval, such approval not to be unreasonably withheld, delayed or conditioned. Such consent may be withheld if such action could reasonably have a significant adverse effect on the Company (including without limitation a significant adverse effect on the Company’s supplier, customer, regulatory or employee relationships) if this Agreement is terminated in accordance with its terms. (f) Purchaser shall pay all of the filing fees associated with the HSR Act and any antitrust filings or notifications that may be required by International Competition Laws and any other filings by the Company or Purchaser with Government Entities relating to the Merger or the transactions expressly contemplated hereby (other than the Proxy Statement and the Company Reports). (g) As soon as reasonably practicable after the date of this Agreement, to the extent required, the Company shall prepare and submit to the Defense Security Service (“DSS”) of the United States Department of Defense a notification under the National Industrial Security Program Operating Manual (“NISPOM”), and fully cooperate with Purchaser in requesting from DSS, approval to operate the business of the Company following the Closing pursuant to a Foreign Ownership, Control, or Influence (“FOCI”) mitigation proposal submitted in relation to the transaction contemplated by this Agreement, and acceptable to Purchaser, in its sole discretion, in accordance with the NISPOM. If applicable, at the request of Purchaser, the Company shall take all commercially reasonable steps necessary or desirable to obtain favorable National Interest Determinations (“NIDs”) in accordance with the NISPOM for continued performance of the Company’s existing U.S. Government Contracts.

Filings and Authorizations; Consummation. (a) The Sellers Buyer and the Purchaser Company shall, as promptly as reasonably practicable following the date hereof file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all filings (and to the extent relevant, draft versions of filings) and briefing papers set forth on Section 8.4 of the Disclosure Letter. The Buyer acknowledges and agrees that it shall use their respective commercially reasonable efforts to promptly obtain the authorizations, consents, orders pay and approvals necessary shall be solely responsible for the performance payment of their obligations pursuant all filing fees required to be paid in respect of any filing contemplated by this Agreement. Each party hereto agrees Section 7.4. (b) Subject to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereofSection 7.4(d), to request early termination each of the Parties, as promptly as practicable, shall make, or cause to be made, all other filings and submissions not otherwise addressed under Section 7.4(a), including Antitrust Laws, applicable waiting period and to supply promptly any additional information and documentary material that it, or to its Subsidiaries or Affiliates, as may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, required for it to consummate the Contemplated Transactions transactions contemplated herein and use its reasonable best efforts (which shall not require a Party to make any payment or concession to any Person in accordance connection with obtaining such Person’s consent) to obtain, or cause to be obtained, all other authorizations, approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for it to consummate such transactions. None of the Parties shall (and shall cause their Affiliates not to) (i) consent to any voluntary extension of any statutory deadline or waiting period; (ii) pull and refile any filing made under any Antitrust Laws; or (iii) consent to any other voluntary delay of the consummation of the transactions contemplated by this Agreement and at the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination behest of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including in each case, without the Federal Trade Commission and the Antitrust Division prior written consent of the U.S. Department of Justiceother Parties, as may such consent not to be necessary to consummate the Contemplated Transactions; providedunreasonably withheld, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser conditioned or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or delayed. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto Parties shall coordinate and reasonably cooperate with one another in promptly exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13Sections 7.4(a) and 7.4(b) above. The parties hereto Parties shall use their commercially reasonable efforts to promptly supply such reasonable assistance as may be reasonably requested by any other party hereto Party in connection with the foregoing. (d) Notwithstanding anything to the contrary in this Agreement, each Party shall use, and shall cause its Subsidiaries to use, reasonable best efforts to consummate the transactions contemplated by this Agreement prior to the Termination Date. Each party hereto For the Buyer and its Subsidiaries (but not the Seller and its Subsidiaries), “reasonable best efforts” shall include using such efforts to (x) avoid or eliminate each and every impediment, resolve any objection and obtain all consents under any applicable Law (including Antitrust Laws) as promptly notify as practicable so as to enable the other party Parties to consummate the transactions contemplated by this Agreement and (y) avoid the entry or to effect the dissolution of, or vacate or lift, any order, objection of any communication received from any Governmental Authority or cause the termination of any waiting period under applicable Law (including Antitrust Laws) that would otherwise have the effect of preventing, impairing or delaying the Closing, including (i) proposing, negotiating and shall provide offering to commit and effect (and if such offer is accepted, committing to and effecting), by order, consent decree, hold separate order, trust, or otherwise, the other party sale, license, divestiture, disposition or hold separate of such entities, assets, Intellectual Property, businesses, product lines, equity interests, properties or services of the Buyer or its Subsidiaries (including, following the Closing, members of the Company Group), or otherwise offering to take or offering to commit to take any action (including any action that limits their freedom of action, ownership or control with an opportunity respect to, or their ability to attend retain or hold, any meetings of the businesses, assets, product lines, equity interests, properties or telephone conferences with such Governmental Authority, services of the Buyer or its Subsidiaries or of the Company Group) to the extent permitted by legally permissible, and if the Governmental Authorityoffer is accepted, taking or committing to take such action, (ii) terminating, amending, relinquishing, modifying, waiving or assigning existing relationships, ventures or contractual rights, obligations or other arrangements of the Buyer or its Subsidiaries, (iii) changing or modifying, or agreeing not to engage in, any course of conduct regarding future operations, (iv) creating any relationships, ventures, contractual rights, obligations or other arrangements of the Buyer or its Subsidiaries, (v) committing to take any such actions in the foregoing matters in this Section 6.13. All clauses (i), (ii), (iii) or (iv), (vi) entering or offering to enter into agreements and stipulating to the entry of an Order or decree or filing fees appropriate applications with any Governmental Authority in connection with any of the actions contemplated by the foregoing clauses (i), (ii), (iii) or (iv), and (vii) opposing, and causing its Subsidiaries to oppose, through and including Action on the merits (and all appeals with respect thereto), any Action asserted in court or other forum by any Governmental Authority or other Person in order to avoid entry of, or to have vacated or terminated, any decree, Order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent the Closing by the Termination Date; provided, however, that the Buyer shall not be required filings pursuant to take, or commit or agree to take (or cause its Affiliates to take, or commit or agree to take), any of the foregoing actions to the extent (x) such action involves the assets, properties or rights of the Buyer or any of its Affiliates (other than, following the Closing, the Company and its Subsidiaries), except with respect to actions that are of an administrative or ministerial nature, or (y) such action would have a material adverse effect on the Company Group, taken as a whole, assuming that the Company Group has the same enterprise value and other financial attributes as the Buyer and its Subsidiaries, taken as a whole, as of the date hereof. For the avoidance of doubt, the Buyer shall not require the Seller or member of the Company Group to, and neither the Seller nor any member of the Company Group shall be required to take (x) any action with respect to any Order or any applicable Law that would bind any member of the Company Group prior to the Closing or bind the Seller at any time or (y) any action contemplated by clauses (i) through (vi) of the immediately prior sentence that is not conditioned upon the Closing. In addition and without limiting the other provisions of this Section 6.13 7.4, the Buyer shall be shared equally use reasonable best efforts to defend through litigation, appealing, contesting or otherwise resisting any Action or Order by any Governmental Authority or private party, challenging the transactions contemplated hereby, including to defend through litigation on the merits any claim asserted in court by any Person in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would delay the Closing or prevent the Closing by the SellersTermination Date; provided, however, that such litigation in no way limits the other obligations of the Buyer set forth in this Section 7.4(d). (e) Except as specifically required by this Agreement, the Buyer shall not, and shall cause all of its Subsidiaries not to, acquire or agree to enter into a business combination or otherwise acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise make any investment in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, business combination, consolidation, or investment would or would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to satisfy the conditions to Closing set forth in Section 8.4, Section 8.5, Section 8.6, Section 9.4, Section 9.6 or Section 9.7 to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated hereby, (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise or (iv) increase the risk of any Governmental Authority asserting jurisdiction over the transactions contemplated hereby. Each of the Seller and the Company shall take such actions as set forth on Section 7.4(e)(ii) of the Disclosure Letter in accordance with the terms thereof and, for the avoidance of doubt, the Buyer agrees to the terms and conditions set forth therein. (f) Each Party shall promptly inform the other Parties of any material communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. Each Party will, and will cause its Affiliates to, provide the other Parties with copies of all substantive correspondence, filings or communications between them or any of their Representatives, on the one hand, and the Purchaserany Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that materials may be redacted as necessary to (i) comply with contractual arrangements and (ii) address reasonable attorney-client or other privilege or confidentiality concerns. If any Party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such Party will use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such request. Each Party will advise the other Parties promptly in respect of any understandings, undertakings or agreements (oral or written) that any Party proposes, in its sole discretion, to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority in connection with the transactions contemplated by this Agreement, and give such other Parties the opportunity to attend and participate at any meetings with respect thereto. None of the Parties (including their respective Subsidiaries) will agree to participate in any substantive meeting, telephone call or discussion with a Governmental Authority in respect of any submissions, filings, investigation (including any settlement of the investigation), litigation or other inquiry relating to the matters that are the subject of this Agreement unless it consults with the other Parties in advance (in each case to the extent reasonably practicable) and, except as may be prohibited by a Governmental Authority or by any Law, will permit authorized Representatives of the other Parties to be present at each substantive meeting, telephone call or discussion.

Filings and Authorizations; Consummation. The Sellers (a) Subject to the terms and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizationsconditions herein, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each each party hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Law to consummate and make an effective as promptly as practicable the Mergers. Subject to appropriate filing confidentiality protections, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of a Pre-Merger Notification the parties hereto shall cooperate with one another in good faith and Report Form use its reasonable best efforts to prepare all necessary documentation (including furnishing all information required under the HSR Act with respect or other Competition Laws) to effect promptly all necessary filings and to obtain all consents, waivers and approvals necessary to consummate the transactions contemplated by this Agreement. Subject to applicable Law and the instructions of any Governmental Authority, each party hereto shall (i) provide to the Contemplated Transactions within other parties copies of all correspondence between it (or its advisors) and any Governmental Antitrust Entity relating to the Mergers or any of the matters described in this Section 6.4, and (ii) promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, 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 relating to Actions under the HSR Act or other Competition Laws. (1c) Without limiting the generality of the undertakings pursuant to this Section 6.4, the parties hereto shall (i) as promptly as practicable, but in no event later than five (5) Business Day Days after the date hereof, to request early termination submit all filings required under the HSR Act and (ii) as promptly as practicable, but in no event later than ten (10) Business Days after the date hereof, submit all filings required under the Competition Laws listed in Section 6.4(c) of the applicable waiting period and Company Disclosure Letter. The parties hereto shall respond as promptly as practicable to supply promptly any request for additional information and or documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement made and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such any requests for information under any other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission applicable Competition Law. Parent and the Antitrust Division Company shall each be responsible for fifty percent (50%) of the U.S. Department fees associated with filings required by the HSR Act and any other applicable Competition Law regardless of Justicewhether Parent, the Company or any of the Stockholder or any of their respective Affiliates is required to make the payment, provided that any such amount required to be paid by the Company prior to Closing that remains unpaid at the Closing shall be deemed a Transaction Expense for purposes of this Agreement. (d) Each of the parties hereto shall use its reasonable best efforts to take any and all actions necessary to resolve such objections, if any, as may be necessary asserted by any Governmental Antitrust Entity with respect to the Mergers under any Competition Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Mergers as in violation of any Competition Law, each of the parties hereto shall cooperate and use its reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed or overturned any Order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Mergers. In connection with and without limiting the foregoing, each of Parent and the Company agrees to use its respective reasonable best efforts to promptly avoid or eliminate each and every impediment under the HSR Act and any other Competition Laws that may be asserted by any Governmental Antitrust Entity, so as to enable the parties hereto to consummate the Contemplated TransactionsMergers as expeditiously as possible; provided, however, that, notwithstanding anything in this Section 6.4 to the contrary, in no event shall either neither the Purchaser or the Sellers, or Company nor any of their respective Affiliatesits Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Without limiting the generality of the foregoing, but on the terms and subject to the conditions of this Agreement, including Section 6.4(e), Parent shall: (i) at Parent’s sole cost, use its reasonable best efforts to comply with all restrictions and conditions, if any, imposed or required by any Governmental Antitrust Entity with respect to Competition Laws in connection with granting any necessary clearance or terminating any applicable waiting period, in each case, to the extent a failure to so comply would reasonably be required expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the transactions contemplated by this Agreement, including (a1) commence or threaten proposing, negotiating, offering to commence any Actioncommit and effect (and if such offer is accepted, (bcommitting to and effecting) agree to sell, divest, hold separate, divestlicense, license or cause a third party to purchaseacquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of the Company or its Subsidiaries contemporaneously with or after the Closing and regardless as to whether a third party buyer has been identified or approved prior to the Closing (a “Divestiture”), (2) taking or committing to take such other actions that may limit Parent, its Affiliates, or any of its or their respective assets and/or businesses (including for this purposeSubsidiaries’ freedom of action with respect to, or its ability to retain, the BusinessCompany or any Company Subsidiary or one or more of the their respective operations, divisions, businesses, products lines, customers or assets, (3) entering into any Order to effectuate any of the foregoing and (4) terminating any Contract or other business relationship of the Company or any of its Subsidiaries as may be required to obtain any necessary clearance of any Governmental Antitrust Entity or to obtain termination of any applicable waiting period under any Competition Laws (such Divestiture or other action described in clauses (1) through (4), a “Regulatory Remedy”), in each case, if such Regulatory Remedy should be reasonably necessary, proper or (c) otherwise agree advisable so as to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to permit the consummation of the Contemplated Transactions under applicable Law. The parties hereto transactions contemplated by this Agreement on a schedule as close as possible to that contemplated herein; and (ii) not extend any waiting period or enter into any agreement or understanding with any Governmental Antitrust Entity without the prior written consent of the Company. (e) Notwithstanding anything herein to the contrary, neither this Section 6.4 nor the “reasonable best efforts” standard herein shall coordinate require, or be construed to require, Parent or any of its Subsidiaries or other Affiliates to (i) waive any of the conditions set forth in Article 7, (ii) take, effect or agree to any Regulatory Remedy unless such Regulatory Remedy is conditioned upon the occurrence of the Closing or is effective on or after the Closing or (iii) take, effect or agree to any Regulatory Remedy that individually or in the aggregate with any other Regulatory Remedy to be taken, effected or agreed to, would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of the Company and cooperate with one another in exchanging and providing such information its Subsidiaries, taken as a whole, it being understood that, for purposes of clause (iii), any proceeds received, or expected to each other and be received, from effecting a Regulatory Remedy shall not be taken into consideration in making the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto shall promptly notify the other party of any communication received from any Governmental Authority and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handdetermination.

Filings and Authorizations; Consummation. (a) The Sellers Buyer and the Purchaser shall use their respective commercially reasonable efforts to Company shall, if required by applicable law, as promptly obtain the authorizationsas practicable, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) but in no event later than ten Business Day after Days following the date hereof, file or supply, or cause to request early termination of be filed or supplied in connection with the applicable waiting period transactions contemplated herein, all notifications and information required to supply promptly any additional information and documentary material that may be requested filed or supplied pursuant to the HSR Act. The Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees and other charges for the filing under the HSR Act. (b) Each party hereto agrees to make such other filingsof the Buyer and the Company, as necessarypromptly as practicable, shall make, or cause to be made, all other filings and submissions under laws, rules and regulations applicable to it, or to its Subsidiaries and Affiliates, as may be required for it to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective its commercially reasonable efforts (which shall not require either party to secure the expiration make any payment or termination of concession to any waiting periods under the HSR Act Person in connection with obtaining such Person’s consent) to obtain, or cause to be obtained, all other authorizations, approvals, consents and waivers from all Governmental Authorities and other Persons necessary to obtain such other approvals ofbe obtained by it, and take such action with respect toor its Subsidiaries or Affiliates, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary in order for it to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or . (c) otherwise agree to any restrictions on the BusinessThe Buyer, the businesses of Company and the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto Sellers shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13Sections 7.4(a) and 7.4(b); provided, however, that no such party shall be required to share information with the other parties with respect to the filing under the HSR Act which is not related to the Contemplated Transactions. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. . (d) Each party hereto of the Buyer and the Company shall promptly notify inform the other party parties of any material communication received from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the Contemplated Transactions. If the Buyer or the Company or any of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Contemplated Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and shall provide after consultation with the other party with party, an opportunity to attend any meetings or telephone conferences appropriate response in compliance with such request. The Buyer will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which the Buyer proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Authority in connection with Contemplated Transactions. (e) Between the date hereof and the Closing, neither Buyer nor Onex Partners II LP nor any required filings pursuant entity controlled by Onex Partners II LP shall acquire control or enter into an agreement to acquire control of any of the entities listed in Schedule 6.10(b). For purposes of this Section 6.13 7.4(e), the term “control” (and variations thereof) shall be shared equally by have the Sellers, on meaning set forth in the one hand, and rules under the Purchaser, on the other handHSR Act.

Filings and Authorizations; Consummation. The Sellers (a) Buyer and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizationsCompany shall, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one five (15) Business Day after Days following the date hereof, file or supply, or cause to request early termination of be filed or supplied in connection with the applicable waiting period transactions contemplated herein, all notifications and information required to supply promptly any additional information and documentary material that may be requested filed or supplied pursuant to the HSR Act. Buyer and the Company shall, promptly following the date hereof, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all filings set forth on Schedule 4.6. Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees in connection with the filings under this Section 7.3(a). (b) Each party hereto agrees to make such other filingsof Buyer and the Company, as necessarypromptly as practicable, shall make, or cause to consummate be made, all other filings and submissions not otherwise addressed under Section 7.3(a), including as required under Laws applicable to it, or to the Contemplated Transactions in accordance with this Agreement Company Group and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of JusticeAffiliates, as may be necessary required for it to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything transactions contemplated herein and shall use its commercially reasonable efforts (which shall not require either party to the contrary, make any payment or concession to any Person in no event shall either the Purchaser or the Sellersconnection with obtaining such Person’s consent) to obtain, or any of cause to be obtained, all other authorizations, approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, the Company Group or their respective Affiliates, be required in order for it to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or consummate such transactions. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraphs (a) and (b) above. The parties Each party hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any the other party hereto in connection with the foregoing. (d) Without limiting the generality of the parties’ undertakings pursuant to Sections 7.3(b) and 7.3(c), Buyer agrees to use reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws or other Law that may be asserted by any Governmental Authority or any other Person so as to enable the parties hereto to expeditiously close the transactions contemplated by this Agreement no later than the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid any injunction (or to effect the dissolution thereof), temporary restraining order or other order or decision in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of such transactions. In addition, Buyer and the Company shall use commercially reasonable efforts to defend through litigation on the merits any claim asserted in court by any Person in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Date. (e) Each party hereto shall promptly notify inform the other party parties of any material communication received from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and shall provide after consultation with the other party with party, an opportunity to attend any meetings or telephone conferences appropriate response in compliance with such request. Buyer will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Authority in connection with any the transactions contemplated by this Agreement. (f) Except as specifically required filings pursuant to by this Section 6.13 shall be shared equally by the SellersAgreement, Buyer, on the one hand, and the Purchaser, Company Group on the other hand, shall not knowingly take any action, or knowingly refrain from taking any action, the effect of which would be to delay or impede the ability of the parties hereto to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation could reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated hereby or (iii) delay the consummation of the transactions contemplated hereby.

Filings and Authorizations; Consummation. The Sellers (a) Subject to the terms and conditions of this Agreement, the Sellers, the Company and the Purchaser Buyer shall use their respective commercially reasonable efforts (which shall not require any Seller, the Company or the Buyer to promptly make any payment or concession to, or commence or threaten to commence any Action against, any Person in connection with obtaining such Person’s consent) to take, or cause to be taken, all action and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Law to obtain the authorizations, consents, orders Orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to each Transaction Document and to consummate the Contemplated Transactions as soon as practicable after the execution of this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification , including (i) promptly making any required submissions and Report Form filings under the HSR Act applicable Competition Laws with respect to the Contemplated Transactions within one Transactions, (1ii) Business Day after promptly furnishing information required in connection with such submissions and filing under such Competition Laws, (iii) keeping the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant other parties reasonably informed with respect to the HSR Act. Each status of any such submissions and filings under Competition Laws, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Competition Laws and (D) the nature and status of any objections raised or proposed or threatened to be raised under Competition Laws with respect to the Contemplated Transactions, (iv) filing all notices or other documentation and obtaining all actions or non-actions, approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party hereto agrees to make such other filings, as necessary, proper or advisable to consummate the Contemplated Transaction as soon as practicable (whether or not such approvals, consents, waivers, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Contemplated Transactions pursuant to Article IX and Article X), and (v) supplying the other parties with any information that may be reasonably required in accordance with this Agreement order to effectuate the taking of such actions. (b) In furtherance of and without limiting Section 7.8(a), the Sellers, the Company and the other Transaction Documents. The Sellers and the Purchaser Buyer shall use their respective commercially reasonable efforts to, if required by applicable Law, within five (5) Business Days following the date hereof, file or supply, or cause to secure be filed or supplied in connection with the transactions contemplated herein, all notifications and information required to be filed or supplied pursuant to the HSR Act, and the Buyer shall pay all filing fees, application fees or other fees of the applicable Governmental Authority associated with the HSR Act filing. (c) Each party hereto shall promptly inform the other parties of any material communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the Contemplated Transactions. If any party hereto or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Contemplated Transactions, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties hereto, an appropriate response in compliance with such request. Each party hereto will advise the other parties promptly in respect of any understandings, undertakings or agreements (oral or written) which such party proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority in connection with the Contemplated Transactions. (d) Buyer shall not enter into any transaction or any agreement to effect any transaction (including any merger or acquisition) that would reasonably be expected to make it materially more difficult to (i) obtain the expiration or and termination of any the waiting periods period under the HSR Act and applicable to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding or (ii) obtain all permits of Governmental Authorities necessary for the consummation of the Contemplated Transactions. (e) Notwithstanding anything to the contrarycontrary herein, in no event shall either the Purchaser or the Sellers, none of Buyer or any of their respective Affiliates, its Affiliates shall be required to (ai) commence or threaten to commence any Actionlitigation, (bii) agree to hold separate, divest, license or cause a third party to purchase, any of the assets or businesses of Buyer, the Company or any of their respective assets and/or businesses Affiliates (including including, for this purposeclarity, any Subsidiary after the Business), Closing) or (ciii) otherwise agree to any restrictions on the Businessbusinesses of Buyer, the businesses Company or any of their respective Affiliates (including, for clarity, any Subsidiary after the Purchaser or its Affiliates or the Sellers’ Other Businesses Closing) in connection with avoiding or eliminating any objections restrictions to the consummation of the Contemplated Transactions under any applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto shall promptly notify the other party of any communication received from any Governmental Authority and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other hand.

Filings and Authorizations; Consummation. The Sellers (a) On June 3, 2024, the filings and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizations, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form submissions under the HSR Act in connection with the consummation of the transactions contemplated by this Agreement were completed and filed with the appropriate Governmental Entity. The applicable thirty (30)-day waiting period under the HSR Act expired on July 4, 2024. Each of the Parties (other than the Securityholder Representative) shall, if required by applicable Law, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all notifications (or, if required by the relevant Governmental Authorities, drafts thereof) required to be filed or supplied pursuant to the Antitrust Laws (other than the HSR Act) as promptly as practicable. The Parties acknowledge and agree that the Buyer shall pay and be responsible for the payment of all filing fees for any filings under the Antitrust Laws. (b) Subject to Section 7.4(d), each of the Parties (other than the Securityholder Representative), as promptly as practicable, shall make, or cause to be made, all other filings and submissions under Laws applicable to it, or to its Subsidiaries and Affiliates, as may be required for it to consummate the transactions contemplated herein and shall use its reasonable best efforts to obtain, or cause to be obtained, all other authorizations, approvals, consents and waivers from all Persons (including any parties to the Contracts set forth in Section 7.4(b) of the Company Disclosure Schedules) and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for it to consummate such transactions. Each of the Buyer and Merger Sub acknowledges that certain consents with respect to the Contemplated Transactions within one (1) Business Day after transactions contemplated by this Agreement may be required from parties to Contracts to which the date hereof, to request early termination Company or a Company Subsidiary is a party and that such consents and waivers may not be obtained. Each of the applicable waiting period Buyer and ▇▇▇▇▇▇ Sub agrees that the Securityholder Representative and its Affiliates, and the Company Securityholders and Shareholders’ Related Parties, shall not have any liability to supply promptly the Buyer, the Company or any additional information and documentary material Company Subsidiary arising out of or relating to the failure to obtain any consents from parties to Contracts that may be requested pursuant to required in connection with the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with transactions contemplated by this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or Agreement. (c) otherwise agree to any restrictions on The Parties (other than the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto Securityholder Representative) shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings filings, requests and requests submissions referred to in this Section 6.13paragraphs (a) and (b) above. The parties hereto Parties shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto Party in connection with the foregoing. . (d) Notwithstanding anything to the contrary herein, in no event shall the Buyer, Merger Sub or any of their respective Subsidiaries or Affiliates be required to (and the Company, the Securityholder Representative and their respective Subsidiaries and Affiliates shall not without the Buyer’s prior written consent) offer, propose, negotiate, agree to, commit to, effect, or take any action, restriction or limitation (including agreeing to (x) hold separate, divest or license any of the businesses, product lines or assets of the Buyer, Merger Sub or any of their respective Affiliates (including, after the Closing Date, the Surviving Company), or any investment held directly or indirectly by the Company, (y) any other limitations on the Buyer’s freedom of action with respect to, or its ability to retain, the Surviving Company and its Subsidiaries or any portion thereof or any of the Buyer’s or its Affiliates’ other assets or businesses) or (z) any other commitment, condition or remedy of any kind in order to resolve any objections any Governmental Authority may have to the transactions contemplated hereby under any Antitrust Law or any Action brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law. (e) Each party hereto Party shall promptly notify inform the other party Parties of any material communication received from any Governmental Authority regarding any of the transactions contemplated by this Agreement, and shall provide promptly furnish the other Parties with copies of substantive notices or other communications received from any third party or any Governmental Authority with an respect to such transactions. Each Party shall give the other parties a reasonably opportunity to attend review in advance, and consider in good faith the comments of the other parties with respect to, the content of any meetings proposed substantive written communication or telephone conferences submission or any oral communication to any Governmental Authority in relation to the transactions contemplated herein. If any Party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such Governmental Authorityrequest. The parties shall, to the extent permitted by practicable, provide the other Party and its counsel with advance notice of and the opportunity to participate in any substantive discussion, telephone call or meeting with any Governmental AuthorityAuthority in respect of any filing, regarding the foregoing matters in this Section 6.13. All filing fees investigation or other inquiry in connection with any required filings pursuant the transactions contemplated by this Agreement and to this Section 6.13 shall be shared equally participate in the preparation for such discussion, telephone call or meeting, to the extent not prohibited by the Sellers, on the one hand, and the Purchaser, on the other hand.Governmental

Filings and Authorizations; Consummation. The Sellers and the Purchaser (a) Each party hereto shall use their respective commercially reasonable efforts efforts, and shall cooperate with the other parties to this Agreement, to obtain as promptly obtain the as practicable any and all authorizations, approvals, orders, consents, orders licenses, waivers, no action acknowledgments, certificates, permits, registrations, qualifications or other rights and approvals privileges of any Governmental Authority or third party (collectively, “Consents”) necessary or advisable for the performance of their its obligations pursuant under, or the consummation of the transactions contemplated by, this Agreement, including the Seller Approvals, the Company Approvals and the Buyer Approvals. (b) Each party hereto shall have the right to review in advance, and, to the extent practicable, each shall consult with the other parties to this Agreement, in each case subject to applicable Laws relating to the exchange of information, with respect to all material written information submitted to any Governmental Authority or third party in connection with the performance of its obligations under, or the consummation of the transactions contemplated by, this Agreement. In exercising the foregoing right, each party hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it shall consult with the other parties to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act this Agreement with respect to the Contemplated Transactions within one (1) Business Day after obtaining of all material Consents necessary or advisable for the date hereof, to request early termination performance of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellersits obligations under, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The transactions contemplated by, this Agreement, and each party shall keep the other parties to this Agreement apprised of the status of material matters relating to the performance of its obligations under, or the consummation of the transactions contemplated by, this Agreement. (c) Each party hereto shall coordinate and cooperate agrees, upon the written request of any other party to this Agreement, to furnish such other party with one another in exchanging and providing all information concerning itself or such information to each other and in making the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance matters as may be reasonably requested by any other party hereto necessary or advisable in connection with the foregoing. Each party hereto shall promptly notify the any filing, notice or application made by or on behalf of such other party of any communication received from to any Governmental Authority and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by applicable Law. (d) Subject to the Governmental Authority, regarding the foregoing matters terms and conditions set forth in this Section 6.13. All filing fees in connection with any required filings Agreement, without limiting the generality of the undertakings pursuant to this Section 6.13 shall be shared equally by 7.5, each of the Sellers, on the one hand, Seller and the PurchaserBuyer agrees to: (i) provide to each and every Governmental Authority with jurisdiction over enforcement of any applicable antitrust or Competition Law (“Antitrust Governmental Authority”), including the Brazilian Conselho Administrativo de Defesa Econômica (Administrative Council of Economic Defense), as promptly as reasonably practicable, any information and documents requested by any Antitrust Governmental Authority that are reasonably necessary, proper or advisable to permit consummation of the transactions contemplated hereby; and (ii) use commercially reasonable efforts, as promptly as reasonably practicable, to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, any and all steps reasonably necessary, proper or advisable to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on the other handa schedule as close as possible to that contemplated by this Agreement.

Filings and Authorizations; Consummation. The Sellers Parent, Merger Sub and the Purchaser shall use their respective commercially reasonable efforts to Principal Equity Holders shall, as promptly obtain the authorizationsas practicable, consentsbut in no event later than June 7, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under 2011, submit all filings required by the HSR Act with respect (the “HSR Filing”) to the Contemplated Transactions within one (1) Business Day after United States Department of Justice, as appropriate, and thereafter provide any supplemental information requested in connection therewith pursuant to the date hereofHSR Act and make any similar filing within, to the extent reasonably practicable, a similar time frame with any other Governmental Entity for which such filing is required. Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act. Parent and Company shall request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to under the HSR Act. Each party hereto agrees to make such other filingsParent, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement Merger Sub and Company shall promptly inform the other Transaction Documentsparty and Representative of any material communication received by such party from any Governmental Entity in respect of the HSR Filing. The Sellers Each of Parent, Merger Sub, Principal Equity Holders and the Purchaser Company shall use their its respective commercially reasonable efforts (a) to secure the expiration or termination comply as expeditiously as possible with all requests of any waiting periods Governmental Entity for additional information and documents, including, without limitation, information or documents requested under the HSR Act and Act; (b) not to obtain such other approvals of(i) extend any waiting period under the HSR Act, and take such action or (ii) enter into any agreement with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary Entity not to consummate the Contemplated Transactions; providedtransactions contemplated by this Agreement, however, that, notwithstanding anything to the contraryexcept, in no event shall either each case, with the Purchaser or prior written consent of the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or other parties; and (c) otherwise agree cooperate with the other parties and use commercially reasonable efforts to contest and resist any restrictions on the Businessaction, the businesses of the Purchaser including legislative, administrative or its Affiliates judicial action, and to have vacated, lifted, reversed or the Sellers’ Other Businesses in connection with avoiding overturned any award, decision, judgment, injunction, order, ruling subpoena, or eliminating verdict entered, issued, made or rendered by any objections to Governmental Entity (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Contemplated Transactions under applicable Lawtransactions contemplated by this Agreement. The parties hereto Parent and Merger Sub acknowledge and agree that they shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto shall promptly notify the other party of any communication received from any Governmental Authority pay and shall provide be solely responsible for the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All payment of all filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handHSR Filing.

Filings and Authorizations; Consummation. The Sellers (a) Upon the terms and subject to the conditions hereof, each of the Partnership and the Purchaser Subscribers shall use their respective its or his commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done all other things, necessary, proper or advisable to consummate the transactions contemplated hereby as promptly obtain as practicable. (b) Each of the authorizationsparties hereto shall, consentsif required by applicable law, orders promptly but in any event no later than five (5) Business Days after the date of this Agreement, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all notifications and approvals necessary for the performance of their obligations information required to be filed or supplied pursuant to this Agreementthe HSR Act. Each party hereto also agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period thereunder and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Partnership acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees for the filing under the HSR Act. (c) Each party hereto agrees to make such other filingsof the parties hereto, as necessarypromptly as practicable, shall make, or cause to be made, all other filings and submissions under laws, rules and regulations applicable to it, or to its Affiliates, as may be required for it to consummate the Contemplated Transactions in accordance with this Agreement transactions contemplated herein and the other Transaction Documents. The Sellers and the Purchaser shall use their respective its commercially reasonable efforts to secure the expiration obtain, or termination of any waiting periods under the HSR Act cause to be obtained, all other authorizations, approvals, consents and to obtain such other approvals of, waivers from all Persons and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be Authorities necessary to consummate the Contemplated Transactions; providedbe obtained by it, however, that, notwithstanding anything to the contraryor its subsidiaries or Affiliates, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required order for it to consummate such transactions. (ad) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraphs (b) and (c) above. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. . (e) Each party hereto shall promptly notify inform the other party parties of any material communication received from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. (f) The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals and shall promptly respond to any requests for additional information from any Governmental Authority and shall provide the or other third party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handrespect thereof.

Filings and Authorizations; Consummation. The Sellers (a) Each Party shall, (i) within 10 Business Days following the date hereof or as otherwise agreed to by the parties in writing, file or supply, or cause to be filed or supplied, in connection with the transactions contemplated hereby, all notifications and information required to be filed or supplied pursuant to the Purchaser HSR Act and (ii) as soon as reasonably practicable following the date hereof, file or supply, or cause to be filed or supplied, in connection with the transactions contemplated hereby, all notifications and information required to be filed or supplied under any other applicable Antitrust Laws. Buyer acknowledges and agrees that it shall use their respective commercially reasonable efforts to promptly obtain the authorizations, consents, orders pay and approvals necessary shall be solely responsible for the performance payment of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate all filing of a Pre-Merger Notification and Report Form fees for any filing under the HSR Act or under any other applicable Antitrust Law. (b) Each Party, as promptly as practicable following the date hereof, shall make, or cause to be made, all filings and submissions (other than those contemplated by ‎Section 5.03(a)) under any Law applicable to it or to its Affiliates, as may be required for it to consummate the transactions contemplated hereby and use reasonable best efforts to obtain, or cause to be obtained, all Consents from all Persons and Governmental Entities necessary to be obtained by it or its Affiliates in order for it to consummate such transactions. ▇▇▇▇▇ acknowledges and agrees that certain Consents with respect to the Contemplated Transactions within one (1) transactions contemplated by this Agreement may be required from parties to Contracts to which the Business Day after Companies or a Parent Entity is a party and that such Consents have not been and may not be obtained. ▇▇▇▇▇ agrees that Parent and its Affiliates shall not have any Liability to Buyer arising out of or relating to the date hereof, failure to request early termination of the applicable waiting period and to supply promptly obtain any additional information and documentary material Consent that may be requested pursuant to required in connection with the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with transactions contemplated by this Agreement and or because of the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals ofContract as a result thereof, and take that no such action failure or termination shall result in the failure of any condition set forth in ‎Article VI. For purposes of this Section ‎5.03(b), “reasonable best efforts” in connection with respect to, pursuing any Governmental Authority, including such Consent will not be deemed to require the Federal Trade Commission and the Antitrust Division expenditure or payment of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser any funds or the Sellers, making of any concession by Parent or any of their respective Affiliates, be required its Affiliates to (a) commence or threaten the counterparty to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or such Contract. (c) otherwise agree to any restrictions on the BusinessThe Parties shall, the businesses of the Purchaser or its and shall cause their respective Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall to, coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13‎Section 5.03(a) and ‎Section 5.03(b). The parties hereto Parties shall, and shall use cause their commercially reasonable efforts respective Affiliates to, supply to any Governmental Entity as soon as reasonably practical any additional information requested by such Governmental Entity or required pursuant to any applicable Laws. The Parties shall, and shall cause their respective Affiliates to, supply such reasonable assistance as may be reasonably requested by any other party hereto Party in connection with the foregoing. Each . (d) Notwithstanding anything to the contrary in this Agreement, Buyer shall, and shall cause its Affiliates to, take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity (including any antitrust authority) or any other Person so as to enable the Parties to consummate the transactions contemplated by this Agreement as promptly as practicable, and in any event prior to the Outside Date (including (i) proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting), by Order, consent decree, hold separate order, trust or otherwise, the sale, divestiture, license, disposition or hold separate of such assets or businesses of Buyer or its Affiliates or of the Business Companies, or otherwise offering to take or offering to commit to take any action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of Buyer or its Affiliates or of the Business Companies) to the extent legally permissible, and if the offer is accepted, taking or committing to take such action; (ii) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of Buyer or its Affiliates or of the Business Companies; (iii) creating any relationship, venture, contractual right, obligation or other arrangement of Buyer or its Affiliates or of the Business Companies; (iv) entering or offering to enter into agreements and stipulating to the entry of an Order or decree or filing appropriate applications with any Governmental Entity in connection with any of the actions contemplated by the foregoing clauses (i) through (iii); or (v) defending, contesting or otherwise resisting any Action or Order by any Governmental Entity or private party hereto shall promptly notify challenging the other party transactions contemplated hereby) (the Actions described in clauses (i), (ii), (iii), (iv) and (v), collectively, the “Remedy Actions”); provided that the effectiveness of any communication received such Remedy Action shall be conditioned upon the Closing. It shall not be deemed a failure to satisfy the conditions specified in ‎Section 6.01(a) or ‎Section 6.01(b) if, in any Action brought by any Person or Governmental Entity challenging the transactions contemplated by this Agreement as violating any Antitrust Law, a court enters or the applicable Governmental Entity makes an Order or decree permitting the transactions contemplated by this Agreement, but requiring any Remedy Action. Notwithstanding anything to the contrary in this ‎Section 5.03(d) or any other provision of this Agreement, neither Parent nor any of its Affiliates shall be required to sell, divest, dispose of or enter into any other arrangement or take any other Remedy Action with respect to, their businesses, product lines, assets or operations pursuant to this ‎Section 5.03(d) or any other provision of this Agreement (other than Remedy Actions with respect to the Business or the Business Companies that are conditioned upon the Closing and take effect from any Governmental Authority and after the Closing). (e) Parent and Buyer shall (and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authoritycause their respective Affiliates to), to the extent permitted by applicable Law, (i) give each other prompt notice of the making or commencement of any request, inquiry or proceeding by or before any Governmental AuthorityEntity with respect to the transactions contemplated by this Agreement, regarding (ii) keep each other reasonably informed as to the foregoing matters status of any such request, inquiry or proceeding, (iii) promptly inform each other of any communication (and provide each other with copies of all written communications) to or from any Governmental Entity, or any understanding, undertaking or agreement (oral or written) which Buyer or its Affiliates proposes to make or enter into with any Governmental Entity, in connection with the transactions contemplated by this Section 6.13. All filing fees Agreement, (iv) consult and cooperate with each other in good faith in connection with any required filings meeting or oral communication, formal or informal, with any Governmental Entity in connection with the transactions contemplated by this Agreement and provide each other with reasonable advance notice and an opportunity to attend and participate in all such meetings and oral communications, (v) provide each other with reasonable advance opportunity to review and comment upon (and each shall consider in good faith the views of the other in connection with), any filing, registration, declaration, notice, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal or other communication, oral or written, made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement and (vi) promptly provide, after consulting with the other party, any additional or supplemental information requested by any Governmental Entity. Notwithstanding anything to the contrary in this ‎Section 5.03(e), (x) materials provided to the other Party pursuant to this Section 6.13 ‎Section 5.03 may be redacted (A) as necessary to comply with contractual arrangements and (B) as necessary to address privilege or confidentiality concerns and (y) each Party shall be shared equally by have the Sellers, on right to reasonably designate information provided to the one handother Party as for the other side’s outside counsel only. (f) Buyer shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Purchaserassets or Equity Securities of or otherwise make any investment in, on or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any asset, or agree to a commercial or strategic relationship with any Person, if the other handentering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation, investment or commercial or strategic relationship would reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or Order of any Governmental Entity necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Entity entering an Order prohibiting the consummation of the transactions contemplated hereby or (iii) materially delay the consummation of the transactions contemplated hereby.

Filings and Authorizations; Consummation. (a) Each of the parties hereto shall, if required by applicable Law, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all notifications (or, if required by the relevant Governmental Authorities, drafts thereof) required to be filed or supplied pursuant to the Antitrust Laws (including the HSR Act, in connection with which the parties shall seek early termination of the waiting period in respect thereof) within ten (10) Business Days following the date hereof, and all such filings shall not be withdrawn or otherwise rescinded without the prior written consent of all parties. The Sellers parties acknowledge and agree that the Buyer and the Purchaser Seller shall each pay and shall be responsible for the payment of fifty percent (50%) of all filing fees and other charges for any filings under the Antitrust Laws; provided, that immediately following the Closing, the Company shall reimburse each of the Buyer and the Seller for such fees and other charges. (b) Subject to Sections 7.4(d) and 7.5, each of the parties hereto, as promptly as practicable, shall make, or cause to be made, all other filings and submissions under Laws applicable to it, or to its Subsidiaries and Affiliates, as may be required for it to consummate the transactions contemplated herein and shall use their respective commercially its reasonable best efforts to promptly obtain the obtain, or cause to be obtained, all other authorizations, consentsapprovals, orders consents and approvals waivers from all Persons (including any parties to Material Contracts) and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for the performance of their obligations pursuant it to this Agreementconsummate such transactions. Each party hereto agrees to make an appropriate filing of a Pre-the Buyer, Merger Notification Sub I and Report Form under the HSR Act Merger Sub II LLC acknowledges that certain consents with respect to the Contemplated Transactions within one (1) Business Day after transactions contemplated by this Agreement may be required from parties to contracts to which the date hereof, to request early termination Company or a Company Subsidiary is a party and that such consents and waivers may not be obtained. Each of the applicable waiting period Buyer, Merger Sub I and Merger Sub II LLC agrees that the Seller and its Affiliates shall not have any liability to supply promptly the Buyer, Merger Sub I, Merger Sub II LLC, the Company or any additional information and documentary material Company Subsidiary arising out of or relating to the failure to obtain any consents that may be requested pursuant to required in connection with the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with transaction contemplated by this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or Agreement. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraphs (a) and (b) above. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. (d) Notwithstanding anything to the contrary herein, if any order is made by any Governmental Authority or any suit is threatened or instituted challenging any of the transactions contemplated by this Agreement as violative of any Antitrust Law, each of the Buyer, Merger Sub I and Merger Sub II LLC shall, and shall cause its Affiliates to, take any and all such action (including agreeing to (x) hold separate, divest or license any of the businesses, product lines or assets of the Buyer, Merger Sub I, Merger Sub II LLC or any of their respective Affiliates (including, after the Closing Date, the Surviving Company), or any investment held directly or indirectly by the Company, or (y) any other limitations on the Buyer’s freedom of action with respect to, or its ability to retain, the Surviving Company and its Subsidiaries or any portion thereof or any of the Buyer’s or its Affiliates’ other assets or businesses) as may be required (i) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under such Antitrust Law or (ii) by any domestic or foreign court or similar tribunal, in any Action brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement. It shall not be deemed a failure to satisfy the conditions specified in Sections 8.4 or 9.4 or give rise to the right to terminate this Agreement pursuant to Section 10.1(e), if in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, a court enters or the applicable Governmental Authority makes an order or decree permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of the Buyer, Merger Sub I or Merger Sub II LLC or their respective Affiliates or of the Company, the Company Subsidiaries or any investment held directly or indirectly by the Company be divested, held separate or licensed by the Buyer, or that would otherwise limit the Buyer’s freedom of action with respect to, or its ability to retain, the Surviving Company and its Subsidiaries or any portion thereof or any of the Buyer’s or its Affiliates’ other assets or businesses. (e) Each party hereto shall promptly notify inform the other parties of any material communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement, and shall promptly furnish the other party with copies of any communication substantive notices or other communications received from any third party or any Governmental Authority with respect to such transactions. Each party shall agree on the content of any proposed substantive written communication or submission or any oral communication to any Governmental Authority. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and shall after consultation with the other party, an appropriate response in compliance with such request. The parties shall, to the extent practicable, provide the other party and its counsel with an advance notice of and the opportunity to attend participate in any meetings substantive discussion, telephone call or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by this Agreement and to participate in the preparation for such discussion, telephone conferences with such Governmental Authoritycall or meeting, to the extent permitted not prohibited by the Governmental Authority. Each of the Buyer, regarding Merger Sub I and Merger Sub II LLC will advise the foregoing matters Company promptly in this Section 6.13. All filing fees respect of any understandings, undertakings or agreements (oral or written) which the Buyer, Merger Sub I or Merger Sub II LLC proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority in connection with any required filings pursuant to the transactions contemplated by this Section 6.13 Agreement. (f) Each of the Buyer, Merger Sub I and Merger Sub II LLC shall be shared equally by the Sellers, on the one handnot, and shall not permit any of its Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Purchaserassets of, on the or equity in, or otherwise make any investment in, or by any other handmanner, any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any material assets.

Filings and Authorizations; Consummation. (a) Each of the Parties shall, if required by applicable Law, within twenty (20) Business Days following the date hereof other than provided below, file or supply (and not withdraw), or cause to be filed or supplied (and not withdrawn) in connection with the transactions contemplated herein, all notifications and information required to be filed or supplied pursuant to the HSR Act. The Sellers Acquiror shall pay, or cause to be paid, and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizations, consents, orders and approvals necessary be solely responsible for the performance payment of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate one hundred percent (100%) of all filing fees for the filing under the HSR Act and any other filings and submissions under applicable Law; provided, that the API Entities shall be solely responsible as a Transaction Expense for the payment of a Pre-Merger Notification and Report Form one hundred percent (100%) of the filings, if any, made under the HSR Act with respect to their (or their Affiliates) receipts of any PubCo stock. (b) Each of the Contemplated Transactions within one (1) Business Day after Parties, as promptly as practicable following the date hereofhereof shall make, or cause to request early termination of the applicable waiting period be made, all other filings and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods submissions under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental AuthorityLaw, including the Federal Trade Commission Antitrust Laws, applicable to it, or to its Subsidiaries and the Antitrust Division of the U.S. Department of JusticeAffiliates, as may be necessary required for it to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything Transactions and use its reasonable best efforts (which shall not require a Party to the contrary, in no event shall either the Purchaser make any payment or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree concession to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses Person in connection with avoiding obtaining such Person’s consent) to obtain, or eliminating any objections cause to be obtained, all other authorizations, approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for it to consummate the consummation of the Contemplated Transactions under applicable LawTransactions. The parties hereto Parties shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.136.5. The parties hereto Parties shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto Party in connection with the foregoing. (c) The Acquiror Parties shall, and shall cause their Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions, and to do or cause to be done, all things necessary, proper, or advisable to effect the consummation of the transactions contemplated in this Agreement, including but not limited to offering, negotiating, committing to or effect any sale, divestiture, license or other disposition, restriction, or arrangement to hold separate any of the equity securities, assets, rights, products or businesses of the Company Group Entities; provided that the Acquiror Parties shall not be required to (and the Company Group Entities shall not, without the prior written consent of the Acquiror Parties) offer, negotiate, commit to or effect any sale, divestiture, license or other disposition, restriction, or arrangement to hold separate with respect to any of the equity securities, assets, rights, products or businesses of (i) the Acquiror Parties (excluding the Company Group Entities) or (ii) the Company Group Entities, if such action, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the Company Group Entities. Each party hereto The Acquiror Parties shall promptly notify use reasonable best efforts in defending, contesting or otherwise resisting any action or Order challenging the transactions contemplated hereby in order to avoid entry of, or to have vacated, lifted, reversed, or overturned any such decree, judgment, injunction or other party Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, nothing in this Section 6.5 shall require the Company Group Entities or any communication received from of their respective Affiliates to agree to any condition, take any measure or action or enter into any agreement that is not contingent on the Closing or that would be effective prior to the Closing. (d) The Acquiror Parties shall not, and shall not permit any of its Affiliates to acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise making any investment in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, or agree to a commercial or strategic relationship with any Person, if such action would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or Order of any Governmental Authority and necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, or (ii) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated hereby. (e) Each Party shall provide promptly inform the other party with an opportunity to attend Parties of any meetings material communication from the Federal Trade Commission, the Department of Justice or telephone conferences with any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If any Party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority, Authority with respect to the extent permitted transactions contemplated by this Agreement, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response to such request. The Acquiror Parties will not make or enter into any understandings, undertakings or agreements (oral or written) with the Federal Trade Commission, the Department of Justice or any other Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Authority in connection with any required filings pursuant the transactions contemplated by this Agreement without the prior written consent of the Companies (not to this Section 6.13 shall be shared equally by the Sellersunreasonably withheld, on the one handconditioned or delayed), and will give the Purchaser, Companies a reasonable opportunity to review and comment on the other handany documentation with respect thereto and to attend and participate at any meetings with respect thereto.

Filings and Authorizations; Consummation. The Sellers (a) Subject to the terms and the Purchaser shall conditions herein, each party hereto agrees to use their respective commercially reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Law to consummate and make effective as promptly as practicable the Acquisition. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of the parties shall cooperate with one another in good faith and use reasonable best efforts to prepare all necessary documentation (including furnishing all information required under the HSR Act or other Competition Laws) to effect promptly all necessary filings and to obtain the authorizations, all consents, orders waivers and approvals necessary for to consummate the performance of their obligations pursuant to transactions contemplated by this Agreement. Each party hereto agrees shall provide to make an appropriate filing the other parties copies of a Pre-Merger Notification all correspondence between it (or its advisors) and Report Form any Governmental Antitrust Entity relating to the Acquisition or any of the matters described in this Section 7.4. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with any Governmental Authority regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, 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 relating to proceedings under the HSR Act with respect or other Competition Laws. (c) Without limiting the generality of the undertakings pursuant to this Section 7.4, the Contemplated Transactions within one parties hereto shall (1i) as promptly as practicable, but in no event later than five (5) Business Day Days after the date hereof, to submit all filings required under the HSR Act (which shall include a request for early termination of the applicable waiting period under the HSR Act), and (ii) as promptly as practicable, but in no event later than ten (10) Business Days after the date hereof, submit all filings required under the Competition Laws listed in Section 7.4(c) of the Company Disclosure Letter. The parties shall respond as promptly as practicable to supply promptly any request for additional information and or documentary material that may be requested pursuant made under the HSR Act and any requests for information under any other applicable Competition Law. Fees associated with filings required by the HSR Act and any other applicable Competition Law shall be borne by the Purchaser. (d) Each of the parties hereto shall use reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Antitrust Entity with respect to the HSR ActAcquisition under any Competition Law. Each party In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Acquisition as in violation of any Competition Law, each of the parties hereto shall cooperate and use its reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed or overturned any temporary or preliminary Order that is in effect and that prohibits, prevents or restricts consummation of the Acquisition. In connection with and without limiting the foregoing, each of the Purchaser and the Company agrees to make such use reasonable best efforts to promptly take any and all steps necessary as may be required to cause the expiration of the notice periods under the HSR Act and any other filingsCompetition Laws that may be asserted by any Governmental Antitrust Entity, so as necessary, to enable the parties to consummate the Contemplated Transactions Acquisition as expeditiously as possible. (e) Notwithstanding anything to the contrary herein, none of Parent, the Purchaser or the Company shall be required to take or agree to any action under this Section 7.4 that would reasonably be expected to result in accordance the reduction of $65 million or more in revenues in any fiscal year. Subject to the foregoing sentence, “reasonable best efforts” under this Section 7.4 shall include an obligation to: (i) (A) sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Company Subsidiary, operations, divisions, businesses, product lines, customers or assets of the Purchaser, its Affiliates, or any of its or their respective Subsidiaries contemporaneously with or after the Closing and regardless as to whether a third party buyer has been identified or approved prior to the Closing (a “Divestiture”), (B) take or commit to take such other actions that may limit the Purchaser, its Affiliates, or any of its or their respective Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, products lines, customers or assets, and (C) enter into any Order, consent decree, or other agreement to effectuate any of the foregoing; provided, that, Purchaser shall not be required to take any actions under this Agreement Section 7.4(e)(i) if such action would result in a material adverse effect as measured on the combined business of Purchaser, its Affiliates and the Company and Company Subsidiaries; and (ii) terminate any Contract or other Transaction Documents. business relationship; in each case, as may be required to obtain any necessary clearance of any Governmental Antitrust Entity or to obtain termination of any applicable waiting period under any Competition Laws. (f) The Sellers and the Purchaser shall use their respective commercially reasonable efforts not, and shall cause its Affiliates not to, acquire or agree to secure acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association, limited liability company, joint venture or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any Governmental Authorization, permit or Order of any Governmental Antitrust Entity necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting periods under period; (ii) materially increase the HSR Act and to obtain such other approvals of, and take such action with respect to, risk of any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses Authority (including for this purpose, the Business), or (cany Governmental Antitrust Entity) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to entering an Order prohibiting the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing transactions contemplated hereby; (iii) materially increase the risk of not being able to remove any such information Order on appeal or otherwise; or (iv) otherwise reasonably be expected to each other and in making materially delay or prevent the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with consummation of the foregoing. Each party hereto shall promptly notify the other party of any communication received from any Governmental Authority and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handAcquisition.

Filings and Authorizations; Consummation. The Sellers Company, Parent and the Purchaser Merger Sub shall use their respective commercially reasonable efforts to promptly obtain obtain, or cause its respective Affiliates to obtain, the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to this Agreement. Each party hereto agrees The Company, Parent and Merger Sub agree, if applicable, to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions transactions contemplated by this Agreement within one five (15) Business Day Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees Parent shall pay all HSR Act filing fees relating to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement Parent and the other Transaction DocumentsCompany (but, for avoidance of doubt, excluding any such fees relating to any of their respective Affiliates). The Sellers Company, Parent and the Purchaser Merger Sub shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justiceor any other Governmental Body, as may be necessary to consummate the Contemplated Transactionstransactions contemplated by this Agreement; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, Parent or any of their respective Affiliates, its Affiliates be required to (a) commence or threaten to commence any Action, litigation; (b) agree to hold separate, divest, license or cause a third party to purchase, any of the assets or businesses of Parent, the Company or any of their respective assets and/or businesses (including for this purpose, the Business), Affiliates; or (c) otherwise agree to any restrictions on the Businessbusinesses of Parent, the businesses Company or any of the Purchaser or its their respective Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections restrictions to the consummation of the Contemplated Transactions transactions contemplated hereby or under any applicable LawLegal Requirement. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.134.10. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto shall promptly notify the other party of any communication received from any Governmental Authority and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other hand.

Filings and Authorizations; Consummation. The Sellers (a) Each of the Parties, as promptly as practicable following the date hereof shall make, or cause to be made, all filings and submissions under Law (in draft form where applicable), including Antitrust Laws, Foreign Investment Laws, the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizations, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a ITAR Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereofRequirement, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals ofNISPOM, and take such action with respect toFinancial Services Laws, any Governmental Authorityapplicable to it, including the Federal Trade Commission or to its Subsidiaries and the Antitrust Division of the U.S. Department of JusticeAffiliates, as may be necessary required for it to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything Transactions and use its reasonable best efforts (which shall not require a Party to the contrary, in no event shall either the Purchaser make any payment or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree concession to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses Person in connection with avoiding obtaining such Person’s consent) to obtain, or eliminating any objections cause to be obtained, all other authorizations, approvals, consents and waivers from all Persons and Governmental Authorities that are necessary, proper or advisable to be obtained by it, or its Subsidiaries or Affiliates, in order for it to consummate the consummation of the Contemplated Transactions under applicable LawTransactions. The parties hereto Parties shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.136.4. The parties hereto Parties shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto Party in connection with the foregoing. Each party hereto shall promptly notify . (b) Subject to applicable Law, each of the Parties shall, upon request, furnish to the other party Parties all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of the Acquiror, the Company Group Entities, or any communication received from of their respective Subsidiaries to any Governmental Authority in connection with the transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, if any legal action is instituted by a Governmental Authority challenging or potentially challenging any of the transactions contemplated by this Agreement as violating, potentially violating or alleging any violation of any Antitrust Law or Financial Services Law, each Party shall, and shall provide cause their Affiliates to, use reasonable best efforts to take any and all such action to defend, contest or otherwise resist any action or Order challenging the transactions contemplated hereby; provided, however, that, without limiting Section 6.4, Acquiror is not required to file an appeal to have vacated, lifted, reversed, or overturned any such decree, judgment, injunction or other Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement or to have such decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement; provided, further, that nothing in this Agreement or the other party Transaction Documents shall require any Acquiror Party (or Affiliate thereof) to offer, negotiate, commit to or effect any sale, divestiture, license or other disposition or arrangement to hold separate or otherwise any of the equity securities, assets, rights, products or businesses of, or any other action that would prohibit or limit, place conditions on or alter the ownership or operation of any of the assets, rights, products or businesses of, (i) any Acquiror Party (or Affiliate thereof) (excluding the Company Group Entities) or (ii) the Company Group Entities if such action would individually or in the aggregate reasonably be expected to adversely impact any Acquiror Party’s expected benefits from the Transactions; provided, further, that any such actions required to be taken by any Company Group Entities pursuant to this Section 6.4(c) shall be subject to the prior written consent of the Acquiror Parties. Notwithstanding anything to the contrary herein, nothing in this Section 6.4 shall require the Company Group Entities or any of their respective Affiliates to agree to any condition, take any measure or action or enter into any agreement that is not contingent on the Closing or that would be effective prior to the Closing. (d) Each Party shall promptly inform the other Parties of any material communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If any Party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and advisable and after consultation with the other Party, an appropriate response to such request. To the extent not prohibited by applicable Law, each Party shall give the other Party a reasonable opportunity to attend review and comment on any meetings material written communication or telephone conferences correspondence by such Party to any Governmental Authority in connection with such the transactions contemplated by this Agreement. Neither Party shall (i) make or enter into any understandings, undertakings or agreements (oral or written) with the Federal Trade Commission, the Department of Justice or any other Governmental AuthorityAuthority in connection with the transactions contemplated by this Agreement without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed) nor (ii) agree to participate in any material meeting or discussion with any Governmental Authority in respect of any filings, investigation, inquiry or any other matter contemplated by this Section 6.4 unless it consults with the other Party in advance and, to the extent permitted by the such Governmental Authority, regarding gives the foregoing matters other Party the opportunity to attend and participate in such meeting or discussion. Notwithstanding anything in this Agreement to the contrary, subject to its undertakings in this Section 6.13. All filing fees 6.4, in connection the event of a disagreement, the final determination as to the appropriate course of action with respect to the strategy for securing any Consents or permits required filings from Governmental Authorities shall be made by ▇▇▇▇▇▇▇▇. (e) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 6.13 6.4, each of the Parties agree to use their reasonable best efforts and cooperate with each other to satisfy the ITAR Pre-Notification Requirement. To the extent a controlled Portfolio Company in which a Company Group Entity holds equity interests is registered with DDTC as a manufacturer, exporter, and/or broker under the ITAR (or covered by such a registration held by a parent, subsidiary, or affiliate company), the Company Group Entities shall promptly cause its applicable controlled Portfolio Companies to submit a notification to DDTC as provided for in 22 C.F.R. § 122.4(b), and promptly respond to all questions and comments received from DDTC regarding such notification. The Company Group Entities shall, in connection with its efforts to satisfy the ITAR Pre-Notification Requirement, liaise with the Acquiror in relation to each material step of the procedure before DDTC and as to the content of all material communication with DDTC (it being understood that when the content relates to confidential information of the Company Group Entities or the applicable controlled Portfolio Companies, the provision of such content shall be shared equally by limited to counsel and advisors to the SellersAcquiror at the Company Group Entities’ request). (f) To the extent a controlled Portfolio Company in which a Company Group Entity holds equity interests is subject to NISPOM, on the Company Group Entities shall cause its applicable controlled Portfolio Companies to submit a notification regarding the Transactions to DCSA as promptly as practicable and, to the extent applicable, any other agency of the U.S. Government, pursuant to NISPOM and any other applicable national or industrial security regulations. The Parties shall cooperate with one hand, another and use their reasonable best efforts to submit the Purchaser, on the other handDCSA Notice.

Filings and Authorizations; Consummation. The (a) Upon the terms and subject to the conditions set forth in this Agreement, including the limitations set forth in Section 7.6(b), the Sellers shall and shall cause the Acquired Companies to, and the Purchaser shall Buyer shall, use their respective commercially reasonable best efforts to promptly (i) take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Contemplated Transactions as promptly as practicable, including, without limitation, preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain the authorizationsas promptly as practicable all approvals, consents, orders registrations, permits, expirations or terminations of waiting periods, authorizations and approvals necessary for other confirmations required to be obtained from any third party or Governmental Authority which are necessary, proper or advisable to consummate the performance Contemplated Transactions. Provided however, in no event shall Sellers, NewCos, or the Acquired Companies have any duty or obligation under this Section 7.6 with respect to any Permits of the Acquired Companies. (b) The Sellers, Fikes, GPS and the Buyer agree to (or to cause their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form applicable respective Affiliate(s) to) submit the notifications required under the HSR Act with respect to the Contemplated Transactions within one ten (110) Business Day Days after the date hereof, to request early termination of the applicable waiting period hereof and to supply promptly any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act. Each party hereto agrees shall furnish to make each other’s counsel such other filings, information and assistance as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other may reasonably request in connection with its preparation of any filing or submission of any information that is necessary under the HSR Act. Buyer shall be responsible for the payment of all filing fees payable in connection with any such filing at the time of filing, subject to reimbursement by Sellers of fifty percent (50%) of such fees at Closing as a Transaction DocumentsExpense. The Sellers parties hereto shall, and the Purchaser shall cause their respective applicable Affiliates to, each use their respective commercially reasonable best efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any other Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding Transactions as promptly as reasonably practicable. Notwithstanding anything to the contrary, in no event nothing contained herein shall either the Purchaser require, or be construed to require (i) Buyer or any of its Affiliates to commence, defend or threaten to commence or defend litigation or (ii) the Sellers, the Acquired Companies, or any of their respective Affiliates, be required Affiliates to (a) commence or threaten to commence any Action, (b) agree to hold hold, separate, divest, license or cause sell or otherwise transfer to a third party any of the assets or businesses of the Acquired Companies; provided, that the Sellers and the Acquired Companies shall agree to purchasetake (and shall take) any of the actions contemplated by the foregoing clause (ii) with respect to the Acquired Companies, but only and solely to the extent (x) the Sellers, the Representative or the Acquired Companies are requested in writing by Buyer and (y) any such actions are only binding on or otherwise applicable to the Acquired Companies from and after the Closing and in the event the Closing occurs. Notwithstanding the foregoing or anything in this Agreement to the contrary, nothing in this Agreement shall require the Buyer or any of its Affiliates to commit to provide prior notice or seek prior approval from any Governmental Authority of any future transaction (not including the Contemplated Transactions); provided, that Buyer shall, if required by an applicable Governmental Authority, agree to a requirement to provide prior notice but not prior approval from, any of their respective assets and/or businesses (including for this purposeGovernmental Authority, solely to the Businessextent required by the terms specified on Schedule 7.6(b), or . (c) otherwise agree Subject to any restrictions on the Businessapplicable Law or Order, the businesses of Sellers shall, and shall cause the Purchaser or its Affiliates or Acquired Companies to, and the Sellers’ Other Businesses Buyer shall, (i) cooperate with each other in connection with avoiding any filing or eliminating submission and in connection with any objections to investigation or other inquiry, including any Action initiated by a private party or Governmental Authority, in each case, regarding the consummation Contemplated Transactions, (ii) keep the other parties informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case, regarding any of the Contemplated Transactions under Transactions; and (iii) to the extent permitted by applicable Law, consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any material communication given to it by, and consult with each other in advance of any meeting or conference with, any Governmental Authority, including in connection with any proceeding by a private party, in each case, regarding the Contemplated Transactions. The Sellers shall, and shall cause the NewCos and the Acquired Companies to, and the Buyer shall, each use their respective reasonable best efforts to, not participate independently in any meeting or telephone conference, or engage in any other substantive conversation, with any Governmental Authority in respect of any such filings or requests referred to in this Section 7.6 or any investigations or other inquiries relating thereto without giving, to the extent reasonably practicable, the other party reasonable prior notice of the meeting or conversation and, unless expressly prohibited by such Governmental Authority, the opportunity to attend or participate; provided, that the Buyer’s legal counsel may participate independently in any meeting or telephone conference or engage in any other substantive conversation, with any Governmental Authority in respect of any such filings or requests referred to in this Section 7.6 or any investigations or other inquiries relating thereto without giving the Sellers, NewCos or the Acquired Companies the opportunity to attend or participate if the Buyer’s legal counsel reasonably determines, in good faith, that such independent participation, engagement or conversation is reasonably necessary, and the Buyer’s legal counsel promptly notifies the Representative and ▇▇▇▇▇▇▇’ legal counsel of such participation, engagement or conversation and the substance thereof. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.137.6. The parties hereto shall use their commercially reasonable best efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto shall promptly notify . (d) Without prejudice to the other party provisions of this Section 7.6 (including the covenants with respect to cooperation, consultation, consideration and the sharing of relevant information set forth herein), (A) the Buyer shall have the right to control and lead all communications and strategy relating to any process with any Governmental Authorities which relate to any HSR filing pursuant to this Section 7.6 and (B) such materials provided by the Buyer pursuant to this Section 7.6 may be redacted (1) to remove references concerning valuation; (2) to the extent necessary to comply with contractual arrangements; and (3) to the extent necessary to address reasonable privilege and confidentiality concerns. (e) Without prejudice to the provisions of Section 7.6(b) (including the limitations set forth therein), in the event any of the Acquired Companies are requested or required by any Governmental Authority in connection with or pursuant to the HSR Act to divest or otherwise dispose of any communication received operating facility located on any of the Owned Real Property and/or the Leased Real Property prior to, or as a condition of, such Governmental Authority’s approval of, or acquiescence in connection with, the consummation of the Contemplated Transactions, the parties shall work together in good faith to attempt to satisfy such condition in a manner so as ensure that the Contemplated Transaction are consummated prior to the Termination Date. For the avoidance of doubt, no divesture or other request or requirement by any Governmental Authority to exclude any such location(s) or other asset from the consummation of the Contemplated Transaction (nor the consummation of such divestiture or other satisfaction of such request or requirement) shall under any circumstances give the Buyer the right to terminate this Agreement or to reduce the ▇▇▇▇▇ Purchase Price or GPS Purchase Price otherwise payable under this Agreement. (f) The Buyer covenants and agrees that it and its Affiliates will not, either directly or indirectly, affiliate in any manner with any third party to fund, consummate or participate in any manner with the Contemplated Transactions that could adversely impact the ability to obtain all consents to, approvals of, and/or acquiescence in connection with, the Contemplated Transactions from any Governmental Authority without the express written consent of the Representative. The Buyer acknowledges and agrees that the Representative shall provide under no circumstances be obligated to so consent and the other party with an opportunity Representative may reasonably withhold its consent in its sole and complete discretion. (g) The Buyer covenants and agrees that it and its Affiliates will not, either directly or indirectly, pursue, entertain, accept, enter into, or otherwise participate in any transaction that could materially delay, materially interfere, or materially impede the ability of the parties hereto to attend any meetings or telephone conferences with such Governmental Authorityobtain all consents to, to the extent permitted by the Governmental Authorityapprovals of, regarding the foregoing matters in this Section 6.13. All filing fees and/or acquiescence in connection with to the Contemplated Transactions from any required filings pursuant Governmental Authority without the express written consent of the Representative. The Buyer acknowledges and agrees that the Representative shall under no circumstances be obligated to this Section 6.13 shall be shared equally by the Sellers, on the one hand, so consent and the Purchaser, on the other handRepresentative may reasonably withhold its consent in its sole and complete discretion.

Filings and Authorizations; Consummation. The Sellers and (a) Each of the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizationsparties hereto shall, consentsif required by applicable law, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one five (15) Business Day after Days of the date hereof, file or supply, or cause to request early termination of be filed or supplied in connection with the applicable waiting period transactions contemplated herein, all notifications and information required to supply promptly any additional information and documentary material that may be requested filed or supplied pursuant to the HSR Act. Each party hereto The Parent acknowledges and agrees to make such that it shall pay and shall be solely responsible for the payment of all filing fees and other filings, as necessary, to consummate charges for the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods filing under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division Act. (b) Each of the U.S. Department parties hereto, as promptly as practicable (but in no event later than five (5) Business Days of Justicethe date hereof), shall make, or cause to be made, all other filings and submissions under Laws applicable to it, or to its Subsidiaries and Affiliates, as may be necessary required for it to consummate the Contemplated Transactions; providedtransactions contemplated herein and use its commercially reasonable efforts (which shall not require any party to make any payment or concession to any Person in connection with obtaining such Person’s consent) to obtain, howeveror cause to be obtained, thatall other authorizations, notwithstanding anything approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for it to consummate such transactions. Subject to applicable Laws relating to the contraryexchange of information and the preservation of any applicable attorney-client privilege, work-product doctrine, self-audit privilege or other similar privilege, each of the Company and the Parent shall have the right to review and comment on in no event shall either advance, and to the Purchaser or extent practicable each will consult the Sellersother on, all the information relating to such party, that appear in any filing made with, or written materials submitted to, any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchaseand/or any Governmental Authority in connection with the transactions set forth in this Agreement. In exercising the foregoing right, any each of their respective assets and/or businesses (including for this purpose, the Business), or Company and the Parent shall act reasonably and as promptly as practicable. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraphs (a) and (b) above. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. (d) Notwithstanding anything to the contrary herein, if any order is made by any Governmental Authority or any suit is threatened or instituted challenging any of the transactions contemplated by this Agreement as violative of any Antitrust Law, the Parent shall take all such action (including agreeing to hold separate or to divest any of the businesses, product lines or assets of the Parent or any of its Affiliates or of the Company, any Company Subsidiary or their respective Affiliates) as may be required (i) by the applicable Governmental Authority (including the Antitrust Division of the United States Department of Justice or the Federal Trade Commission) in order to resolve such objections as such Governmental Authority may have to such transactions under such Antitrust Law or (ii) by any domestic or foreign court or similar tribunal, in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of the transactions contemplated by this Agreement, but only and to the extent that any such action does not materially deprive the Parent of the benefits of the transactions contemplated herein. It shall not be deemed a failure to satisfy the conditions specified in Sections 9.4 or 10.4, if in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, a court enters or the applicable Governmental Authority makes an order or decree permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of the Parent or its Affiliates or of the Company, any Company Subsidiary or their respective Affiliates be divested or held separate by the Parent, or that would otherwise limit the Parent’s freedom of action with respect to, or its ability to retain, the Company and any Company Subsidiary or any portion thereof or any of the Parent’s or its Affiliates’ other assets or businesses, but only and to the extent that any such action does not materially deprive the Parent of the benefits of the transactions contemplated herein. (e) Each party hereto shall promptly notify inform the other party parties of any material communication received from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and shall provide after consultation with the other party with party, an opportunity to attend any meetings or telephone conferences appropriate response in compliance with such request. The Parent will advise the Company promptly in respect of any understandings, undertakings or agreements (whether oral or written) which the Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental AuthorityAuthority in connection with the transactions contemplated by this Agreement. (f) Notwithstanding the foregoing, the Institutional Stockholders shall not be subject to the extent permitted by obligations of the Governmental Authority, regarding the foregoing matters parties hereto contained in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other hand8.3.

Filings and Authorizations; Consummation. (a) The Sellers Sellers, the Company, Sosnoff and the Purchaser Buyer shall use their respective commercially reasonable best efforts to promptly obtain the authorizations, consents, orders Orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to this Agreementeach Transaction Document. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions transactions contemplated by this Agreement within one (1) ten Business Day Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filingsThe Sellers, as necessarythe Company, to consummate the Contemplated Transactions in accordance with this Agreement Sosnoff and the other Transaction Documents. The Sellers and the Purchaser Buyer shall use their respective commercially reasonable best efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, of and take such action with respect to, to any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactionstransactions contemplated by this Agreement; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, Buyer or any of their respective Affiliates, its Affiliates be required to (a) commence or threaten to commence any Action, litigation; (b) agree to hold separate, divest, license or cause a third party to purchase, any of the assets or businesses of the Buyer, the Company or any of their respective assets and/or businesses (including for this purpose, the Business), Affiliates; or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser Buyer, the Company or its any of their respective Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections restrictions to the consummation of the Contemplated Transactions transactions contemplated by this Agreement under any applicable LawLaw or Order. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.138.6. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto The Buyer shall promptly notify the other party of any communication received from any Governmental Authority and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing timely pay all fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the SellersHSR Act. (b) Each of the Company and AS Management shall, on as promptly as practicable following each of the one hand, date hereof and the PurchaserClosing Date, file an amendment to its registration on Form ADV under the Advisers Act (and each of its other handregistrations under any other federal, state or local Laws, to the extent necessary or advisable under such Laws) to reflect changes to the information contained therein resulting from the Contemplated Transactions.

Filings and Authorizations; Consummation. The Sellers (a) Each of the Parties and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizations, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filingsControlling Stockholder, as necessarypromptly as practicable, shall make, or cause to consummate the Contemplated Transactions in accordance with this Agreement be made, all filings and the other Transaction Documents. The Sellers submissions under laws, rules and the Purchaser shall use their respective commercially reasonable efforts regulations applicable to secure the expiration it, or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justiceits Affiliates, as may be necessary required for it to consummate the Contemplated Transactions; providedTransactions and use its reasonable best efforts in good faith (which shall not require any Party to make any payment (other than filing fees or other non-punitive fees required to be paid to any Governmental Body) or concession to any Person in connection with obtaining such Person’s consent) to obtain, howeveror cause to be obtained, thatall other authorizations, notwithstanding anything approvals, consents and waivers from all Governmental Bodies and other Persons necessary to the contrarybe obtained by it, or its Affiliates, in no event shall either order for it to consummate the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, Transactions. (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses Each of the Purchaser or its Affiliates or Parties and the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto Controlling Stockholder shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.135.2(a). The parties hereto Parties and the Controlling Stockholder shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto Party in connection with the foregoing. . (c) Each party hereto of the Parties and the Controlling Stockholder shall promptly notify inform the other party of any material communication received from any Governmental Authority Body regarding any of the Transactions and, if in writing, to furnish a copy thereof to the others. If the Parties or any of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Body with respect to the Transactions, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and shall provide after consultation with the other party with parties, an opportunity to attend any meetings or telephone conferences appropriate response in compliance with such request. Each Party and the Controlling Stockholder will advise the other Parties and the Controlling Stockholder promptly in respect of any understandings, undertakings or agreements (oral or written) which such Person proposes to make or enter into with any Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Body in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handTransactions.

Filings and Authorizations; Consummation. The Sellers (a) Each of the parties hereto shall prepare and the Purchaser shall use their respective commercially reasonable efforts file as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly obtain the authorizations, as practicable all consents, orders clearances, registrations, approvals, permits and approvals authorizations necessary for or advisable to be obtained from any Governmental Authority under Antitrust Laws in order to consummate the performance of their obligations pursuant to transactions contemplated by this Agreement. Each party hereto agrees Without limiting the foregoing, the Company and the Buyer shall make their respective filings (or, where customary, draft filings to make an appropriate filing of a Pre-Merger Notification and Report Form under be followed in the ordinary course by formal filings) pursuant to (i) the HSR Act with respect to the Contemplated Transactions within one transactions contemplated by this Agreement as promptly as reasonably practicable and no later than ten (110) Business Day Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and (ii) the authorizations or approvals listed on Schedule 7.4(a) (the “Required Approvals”) as promptly as reasonably practicable and no later than twenty (20) Business Days after the date of this Agreement; provided that in each case, if any relevant Governmental Authority has informed, requested, advised or publicly announced that an applicable filing (or draft filing) should not or cannot be made within the foregoing timeline, or if an applicable filing (or draft filing) cannot be made within the foregoing timeline for any other Transaction Documents. The Sellers reason related to COVID-19, the Company and the Purchaser Buyer shall use their respective commercially reasonable best efforts to secure make the expiration applicable filing as promptly as reasonably practicable thereafter. Each of the parties hereto shall promptly provide documents requested by any Governmental Authority to the extent reasonably necessary or advisable to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from such Governmental Authority under Antitrust Laws in order to consummate the transactions contemplated by this Agreement. The parties agree to request, or cause to be requested, early termination of any waiting periods under the HSR Act and to obtain such any other approvals ofAntitrust Laws, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Lawif applicable. The parties hereto shall coordinate consider in good faith whether it would be worthwhile to request the Spanish Competition and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto shall promptly notify the other party of any communication received from any Governmental Authority and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other hand.Markets authority (la

Filings and Authorizations; Consummation. The Sellers (a) Subject to the terms and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizationsconditions herein, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each each party hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws to consummate and make an effective as promptly as practicable the Merger. Subject to appropriate filing confidentiality protections and applicable Law, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of a Pre-Merger Notification the parties shall cooperate with one another in good faith and Report Form use its reasonable best efforts to prepare all necessary documentation (including furnishing all information required under the HSR Act, Competition Act with respect or other applicable Competition Laws) to effect promptly all necessary filings and to obtain all consents, waivers and approvals necessary to consummate the transactions contemplated by this Agreement before the Termination Date (including any applicable extensions thereof). Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications between it (or its advisors) and any Governmental Authority relating to the Contemplated Transactions within Merger or any of the matters described in this Section 6.4. No party hereto shall independently participate in any meeting, conference, or substantive telephone call with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting, conference, or substantive telephone call and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with, and allow the other party to have a reasonable opportunity to review in advance and comment on, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act, Competition Act or other applicable Competition Laws; provided, however, that to the extent any of the documents or information provided pursuant to this Section 6.4 are commercially or competitively sensitive, the Company or Parent, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside counsel, with the understanding and agreement that such counsel shall not share such documents and information with its client; provided, further, that materials may also be redacted (1x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) Without limiting the generality of the undertakings pursuant to this Section 6.4, the parties hereto shall as promptly as practicable, but in no event later than ten (10) Business Day Days after the date hereof, to (i) submit all filings required under the HSR Act (which shall include a request for early termination of the applicable waiting period under the HSR Act if available at the time of such filing), and (ii) (A) file with the Commissioner a submission in support of a request for an Advance Ruling Certificate or a No-Action Letter; and (B) unless the parties mutually agree otherwise or agree that such filing should be made on a different date, each file or cause to supply promptly be filed a notification pursuant to paragraph 114(1) of the Competition Act. The parties shall make an appropriate response to any request for additional information and or documentary material that may be requested pursuant to made and under the HSR Act, Competition Act and any requests for information under any other applicable Competition Law. Each party hereto Parent shall be responsible for all fees associated with filings required by the HSR Act, Competition Act and any other applicable Competition Laws. (d) Further, each of Parent and the Company agrees to make such take any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act, Competition Act or other filingsapplicable Competition Laws that may be asserted by any Governmental Antitrust Authority, so as necessary, to enable the parties to consummate the Contemplated Transactions Merger no later than the Termination Date (including any applicable extensions thereof). In connection therewith, if any Action is instituted (or reasonably foreseeable or threatened to be instituted) challenging the Merger as in accordance with this Agreement violation of any applicable Competition Law, each of the parties hereto shall cooperate and use its reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed or overturned any Order whether temporary, preliminary or permanent, that is in effect and that delays, prohibits, prevents or restricts consummation of the Merger, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Parent and the other Transaction Documents. The Sellers and the Purchaser shall use Stockholders’ Representative decide that litigation is not in their respective commercially reasonable efforts best interests. Without limiting the generality of the foregoing, Parent shall, to secure the expiration extent necessary to enable the parties to consummate the Merger no later than the Termination Date (including any applicable extensions thereof), (i) propose, negotiate, or termination offer to commit and effect (and if such offer is accepted, commit to and effect) to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Parent or the Company or any waiting periods under of its Subsidiaries contemporaneously with or after the HSR Act Closing and regardless as to obtain whether a third party buyer has been identified or approved prior to the Closing, (ii) take or commit to take such other approvals ofactions that may, and take such after the Closing, limit Parent’s freedom of action with respect toto the Company, any Governmental Authorityor its ability to retain, including the Federal Trade Commission and the Antitrust Division one or more of the U.S. Department Company’s operations, divisions, businesses, products lines, customers or assets, (iii) terminate any Contract or other business relationship, or (iv) enter into any Order or other agreement to effectuate any of Justicethe foregoing (each of the items described in clauses (i)-(iv), as may be necessary to consummate the Contemplated Transactionsa “Regulatory Remedy Action”); provided, however, that, notwithstanding anything nothing contained in this Agreement shall require Parent to take or permit any Non-Required Remedy Action. The Company shall agree to take any Regulatory Remedy Action requested in writing by Parent and shall not take a Regulatory Remedy Action without Parent’s written consent; provided, that none of the contrary, in no event parties shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence take any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, Regulatory Remedy Action unless such actions are only effective after the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to Effective Time and conditioned upon the consummation of the Contemplated Transactions under Merger. Parent shall have the right to direct, devise and implement the strategy of the parties with respect to obtaining all consents, approvals, and expirations of waiting periods pursuant to any Competition Laws applicable Law. The parties hereto to the transactions contemplated hereby, including with respect to determining when (if at all) to discuss, offer, or agree to any Regulatory Remedy Action; provided, that Parent shall coordinate consult with the Company in a reasonable manner and cooperate with one another consider in exchanging good faith the views and providing such information to each other and in making comments of the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto Company in connection with the foregoing. Each party hereto , provided, further, that Parent shall promptly notify the other party of not extend any communication received from waiting period or enter into any agreement or understanding with any Governmental Authority and shall provide without the other party with an opportunity prior written consent of the Company, such consent not to attend any meetings be unreasonably withheld, conditioned, or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other hand.delayed;

Filings and Authorizations; Consummation. The Sellers (a) Each of the Parties shall within ten (10) Business Days following the date of this Agreement, file or supply, or cause to be filed or supplied, in connection with the transactions contemplated herein, all notifications and the Purchaser shall use their respective commercially reasonable efforts information required to promptly obtain the authorizations, consents, orders and approvals necessary for the performance of their obligations be filed or supplied pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form the HSR Act (it being understood that if there are changes in the applicable regulations under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after between the date hereof, to request early termination hereof and the date of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested filing pursuant to the HSR Act, the Company and Parent shall file or cause to be filed all required notification and report forms under the HSR Act as promptly as reasonably practicable thereafter). Parent acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees and other charges for the filing under the HSR Act. (b) Each party hereto agrees to make such other filingsof the Parties, as necessarypromptly as practicable, shall make, or cause to be made, all other filings and submissions under applicable Law, including Antitrust Laws and Healthcare Notification Laws, applicable to it, or to its Subsidiaries and Affiliates, as may be required for it to consummate the Contemplated Transactions transactions contemplated herein and use its commercially reasonable efforts (which, except as set forth in accordance Section 6.3(d), shall not require either Party to make any payment or concession to any Person in connection with this Agreement obtaining such Person’s consent) to obtain, or cause to be obtained, all other authorizations, approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for it to consummate such transactions. Prior to the other Transaction Documents. The Sellers and Closing Date, the Purchaser Company shall use their respective commercially reasonable efforts to secure the expiration or termination of obtain third party consents and waivers pursuant to any waiting periods under the HSR Act Material Contracts and to obtain such other approvals of, and take such action shall coordinate with Parent with respect to, any Governmental Authority, including the Federal Trade Commission to such efforts and the Antitrust Division keep Parent reasonably informed of the U.S. Department results of Justice, as may be necessary to consummate the Contemplated Transactionssuch efforts; provided, howeverthat the Company’s receipt of any such third party consent or waiver shall not be a condition to Parent’s or Merger Sub’s obligation to close the transactions contemplated under this Agreement; provided, thatfurther, notwithstanding anything that such commercially reasonable efforts shall not include any requirement to the contrary, in no event shall either the Purchaser make any payment or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license any other material action in connection with seeking any such consents or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or waivers. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto Parties shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13Sections 6.3(a) and (b) above, including any additional information, documentary material, or subsequent filings as may be requested. The parties hereto Parties shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto Party in connection with the foregoing. Each party hereto shall promptly notify . (d) Notwithstanding anything to the other party of contrary in this Agreement, if any communication received from order is made by any Governmental Authority or any suit is threatened or instituted challenging any of the transactions contemplated by this Agreement as violating any Antitrust Law or Healthcare Notification Law, Parent shall, and shall provide cause its controlled Affiliates to, use reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Laws or Healthcare Notification Laws, as applicable, so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Termination Date); provided, however, that neither Parent nor any of its Affiliates shall have any obligation to (i) propose, negotiate, commit to or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, product lines or assets of Parent or its Affiliates, including, after the Closing Date, of the Company, any Company Subsidiary or their respective Affiliates, or (ii) otherwise take or commit to take actions that after the Closing Date would limit Parent’s or its Affiliates’ freedom of action with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of Parent or its Affiliates, including, after the Closing Date, of the Company, any Company Subsidiary or their respective Affiliates, in order to avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction, in any Action under any Antitrust Laws or Healthcare Notification Laws. (e) Each Party shall promptly inform the other party Parties of any material communication from the Federal Trade Commission, the Department of Justice, or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If any Party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such request. Notwithstanding anything to the contrary in this Agreement, Parent shall have responsibility for directing, devising, and implementing the strategy for, and advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into for, obtaining authorizations, consents and approvals of or the expiration or termination of any waiting periods from the Federal Trade Commission, the Department of Justice or any other Governmental Authority in connection with the transactions contemplated by this Agreement, and give the Company the opportunity to attend and participate at any meetings or telephone conferences with such Governmental Authority, respect thereto. (f) Until the earlier to occur of the extent permitted by the Governmental Authority, regarding the foregoing matters in termination of this Section 6.13. All filing fees in connection with any required filings Agreement pursuant to this Section 6.13 shall be shared equally by Article 9 and the SellersEffective Time, without the prior written consent of the other Party, neither Parent and Merger Sub, on the one hand, and nor the PurchaserCompany, on the other hand, shall, and each shall cause its Subsidiaries and Affiliates not to, enter into, agree to enter into, permit or agree to permit any Person (other than its Affiliates) to enter into, or consummate any Contracts or arrangements for an acquisition (including by way of acquiring or agreeing to acquire by merger or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise making any investment in, or by any other manner, any Person or portion thereof, or otherwise acquiring or agreeing to acquire or make any investment in any assets, or agreeing to a commercial or strategic relationship with any Person) of any ownership interest, equity interests, assets or rights in or of any Person, that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby including by (i) imposing any material delay in the obtaining of, or materially increase the risk of not obtaining, any clearance, consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate, order, action or non-action of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) materially increasing the risk of any Governmental Authority entering an order, ruling, judgment or injunction prohibiting the consummation of the transactions contemplated hereby, or (iii) causing Parent, Merger Sub or the Company to be required to obtain any additional clearances, consents, approvals, authorizations, declarations, waivers, licenses, franchises, permits, certificates, orders, actions, waiting period expirations or terminations, non-actions or other authorizations under any Antitrust Laws with respect to the transactions contemplated hereby.

Filings and Authorizations; Consummation. The Sellers (a) Subject to the terms and the Purchaser conditions of this Agreement, each party shall use their respective commercially its reasonable best efforts to promptly obtain take, or cause to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the authorizations, consents, orders and approvals necessary for the performance of their obligations pursuant to transactions contemplated by this Agreement. Each party hereto agrees to (i) promptly after the date hereof (and in no event later than thirty (30) calendar days after the date hereof) make an appropriate filing of a Pre-Merger Notification and Report Form under pursuant to the HSR Act in connection with the transactions contemplated hereby and (ii) as promptly as practicable make other required filings pursuant to other Antitrust Laws with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to transactions contemplated hereby. Each party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees Act or any other Antitrust Laws and use its reasonable best efforts to make such take all other filings, as actions necessary, proper or advisable to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure cause the expiration or termination of any the applicable waiting periods under the HSR Act and to obtain such any other approvals ofapplicable Antitrust Laws as soon as possible, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; providedit being understood, however, that, notwithstanding anything to the contrary, that in no event shall either the Purchaser Buyer or the Sellers, or Company be required to: (1) divest any of their respective Affiliates, be required to its businesses or material assets that would represent greater than five percent (a5%) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or revenue of the Sellers’ Other Businesses in connection with avoiding or eliminating any objections Buyer’s consolidated corporate group as of immediately subsequent to the Closing for the immediately preceding (12-) twelve-month period (calculated on a pro forma basis giving effect to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information transactions contemplated by this Agreement); or (2) take or agree to each other and in making the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by take any other party hereto in connection with the foregoing. Each party hereto shall promptly notify the action or agree to any other party of any communication received from any Governmental Authority limitation or restriction that would be material and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, adverse to the extent permitted by Buyer and its Subsidiaries, taken as a whole, or that would materially and adversely impair the Governmental Authority, regarding overall benefits expected to be realized from acquisition of the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by Business. (b) Each of the SellersBuyer, on the one hand, and the PurchaserCompany and the Sellers’ Representative, on the other hand, shall, in connection with the reasonable best efforts referenced in Section 7.3(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party and/or its counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC, or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the DOJ, the FTC, or such other Governmental Authority or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, “Antitrust Law” means the S▇▇▇▇▇▇ Act, as amended, the C▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Filings and Authorizations; Consummation. The Sellers Parent and the Purchaser shall use their respective commercially reasonable efforts Company shall, as promptly as practicable, but in no event later than five Business Days following the execution and delivery of this Agreement, submit all filings required by the HSR Act (the “HSR Filing”) to promptly obtain the authorizationsUnited States Department of Justice, consents, orders as appropriate and approvals necessary for the performance of their obligations thereafter provide any supplemental information requested in connection therewith pursuant to this Agreementthe HSR Act and make any similar filing within, to the extent reasonably practicable, a similar time frame with any other Governmental Authority for which such filing is required. Each party hereto agrees Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act or other applicable antitrust regulation. Parent and the Company shall furnish to make an appropriate the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing of a Pre-Merger Notification and Report Form or submission that is necessary under the HSR Act with respect to or other applicable antitrust regulation. Parent and the Contemplated Transactions within one (1) Business Day after the date hereof, to Company shall request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such any other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission applicable antitrust regulation. Parent and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto Company shall promptly notify inform the other party of any material communication received by such party from any Governmental Authority in respect to the HSR Filing. Each of Parent and the Company shall provide (a) use its respective reasonable best efforts to comply as expeditiously as possible with all requests of any Governmental Authority for additional information and documents, including, without limitation, information or documents requested under the HSR Act or other applicable antitrust regulation; (b) not (i) extend any waiting period under the HSR Act or any applicable antitrust regulation; or (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except, in each case, with the prior consent of the other party parties; and (c) cooperate with an opportunity the other parties and use reasonable best efforts to attend contest and resist any meetings action, including legislative, administrative or telephone conferences with such Governmental Authorityjudicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the extent permitted consummation of the transactions contemplated by this Agreement. Parent and the Governmental Authority, regarding Company shall each pay one-half of the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by under the Sellers, on the one hand, and the Purchaser, on the other handHSR Act.

Filings and Authorizations; Consummation. The Sellers (a) Buyer and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizationsCompany shall, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one five (15) Business Day after Days following the date hereof, file or supply, or cause to request early termination of be filed or supplied in connection with the applicable waiting period transactions contemplated herein, all notifications and information required to supply promptly any additional information and documentary material that may be requested filed or supplied pursuant to the HSR Act. ▇▇▇▇▇ acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees in connection with the filings under this Section 7.4(a). (b) Each party hereto agrees to make such other filingsof Buyer and the Company, as necessarypromptly as reasonably practicable, shall make, or cause to be made, all other filings and submissions not otherwise addressed under Section 7.4(a), including as required under Laws applicable to it, or to Seller, the Company Group and their respective Affiliates, as may be required for it to consummate the Contemplated Transactions in accordance with this Agreement transactions contemplated herein and the other Transaction Documents. The Sellers and the Purchaser shall use its reasonable best efforts (which shall not require either party to make any payment or concession to any Person in connection with obtaining such Person’s consent) to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, the Company Group, Seller or their respective commercially reasonable efforts Affiliates, in order for it to secure the expiration or termination consummate such transactions. Buyer shall not: (i) consent to any voluntary extension of any statutory deadline or waiting periods period; (ii) pull and refile any filing made under the HSR Act and Act; or (iii) consent to obtain such any other approvals of, and take such action with respect to, voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority, including in each case, without the Federal Trade Commission and the Antitrust Division prior written consent of the U.S. Department of JusticeCompany, as may which consent shall not be necessary to consummate the Contemplated Transactions; providedunreasonably withheld, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser conditioned or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or delayed. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.137.4(a) and Section 7.4(b). The parties Each party hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any the other party hereto in connection with the foregoing, including providing drafts of all substantive written communications and submissions intended to be sent to any Governmental Authority. (d) Each of Buyer and the Company shall use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it under Section 7.4(a). Notwithstanding anything to the contrary in this Agreement, neither Buyer nor its Affiliates shall be required to do any of the following (i) selling, licensing, divesting or disposing of or holding separate any entities, assets, Intellectual Property or businesses, (ii) terminating, amending or assigning existing relationships or contractual rights and obligations, (iii) changing or modifying, or agreeing not to engage in, any course of conduct regarding future operations, (iv) otherwise taking actions that would limit its freedom of action with respect to, or its ability to retain, one or more of their respective businesses, assets or rights or interests therein and (v) committing to take any such actions in the foregoing clauses (i), (ii), (iii) or (iv). Buyer shall not require Seller or any of its Affiliates nor any member of the Company Group to, and neither Seller or any of its Affiliates, nor any member of the Company Group shall be required to, take any action with respect to any order or any applicable Law other than solely with respect to the members of the Company Group (but not Seller or any of its other Affiliates) but any such action shall be conditioned on the Closing. (e) Each party hereto shall promptly inform the other parties of any material communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. Each party hereto shall provide to the other parties copies of all substantive correspondence between it (or its advisors) and any Governmental Authority relating to the transactions contemplated by this Agreement or any of the matters described in this Section 7.4. Each party shall promptly notify inform the other of any substantive oral communication with, and provide copies of substantive written communications with, any Governmental Authority regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties prior notice of, and an opportunity to consult with the other party of any communication received from any Governmental Authority and shall provide in advance of, the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authoritymeeting and, to the extent permitted by the such Governmental Authority, regarding the foregoing matters in this Section 6.13opportunity to attend and/or participate. All filing fees To the extent permissible under applicable Law, each party shall consult and cooperate with the other parties in connection with any required filings pursuant analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party relating to proceedings under the Antitrust Laws or related to a filing. Each party shall furnish the other parties with copies of all of the foregoing information or documents, provided that it may, as it deems advisable, designate any competitively sensitive materials provided to the other under this Section 6.13 7.4(e) or any other section of this Agreement as “outside counsel only.” Such materials and the information contained therein shall be shared equally given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the Sellersrecipient without the advance written consent of the party providing such materials. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, on then such party will make, or cause to be made, as soon as reasonably practicable and after consultation with the one handother party, an appropriate response in compliance with such request. Buyer will advise Seller promptly in respect of any understandings, undertakings or agreements (oral or written) which ▇▇▇▇▇ proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority in connection with the transactions contemplated by this Agreement. (f) Except as specifically required by this Agreement, Buyer shall not take, and shall cause its Affiliates not to take, any action, or refrain from taking any action, which would reasonably be expected to delay or impede the Purchaserability of the parties hereto to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, on Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other handmanner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation could reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated hereby or (iii) delay the consummation of the transactions contemplated hereby.

Filings and Authorizations; Consummation. The Sellers and (a) Each of the Purchaser shall use their respective commercially reasonable efforts parties hereto shall, if required by applicable Law, file or supply, or cause to promptly obtain be filed or supplied in connection with the authorizationstransactions contemplated herein, consentsall notifications (or, orders and approvals necessary for if required by the performance of their obligations relevant Governmental Authorities, drafts thereof) required to be filed or supplied pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions or any other Antitrust Law, within one (1) Business Day after month following the date hereof, to request early termination and all such filings shall not be withdrawn or otherwise rescinded without the prior written consent of all parties hereto. Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees and other charges for the filing under the Antitrust Laws. (b) Each of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filingsparties hereto, as necessarypromptly as practicable, shall make, or cause to consummate the Contemplated Transactions in accordance with this Agreement be made, all other filings and the other Transaction Documents. The Sellers submissions under Laws applicable to it, or to its Subsidiaries and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of JusticeAffiliates, as may be necessary required for it to consummate the Contemplated Transactionstransactions contemplated hereby and shall, subject to Section 6.3(d) below, use its reasonable best efforts to obtain, or cause to be obtained, all other authorizations, approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for it to consummate such transactions; provided, howeverhowever that the parties hereto acknowledge and agree that none of the Sellers or their respective Affiliates shall have any obligation to pay any material consideration or agree to grant any material credit support or other accommodation (financial or otherwise), that, notwithstanding anything to the contraryincluding any guarantee, in no event shall either connection with obtaining the Purchaser consents or the Sellers, or any of their respective Affiliates, be required approvals referred to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for in this purpose, the Business), or Section 6.3. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraphs (a) and (b) above. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. (d) Notwithstanding anything to the contrary herein, Buyer shall, and shall cause its Affiliates to, take any and all such action (including (i) initiating or defending against any Action and entering into agreements as are necessary in order to effect the dissolution of any injunction, temporary restraining order or other Order in any Action, (ii) agreeing to hold separate or to divest, license or otherwise dispose of any of the businesses, product lines or assets of Buyer or any of its Affiliates, including, after the Closing Date, of the Business Companies, the Business, the Business JVs or any investment held directly or indirectly by the Transferred Entities, (iii) terminating existing relationships, contractual rights or obligations of Buyer or any of its Affiliates, including, after the Closing Date, of the Business Companies, the Business, the Business JVs or any investment held directly or indirectly by the Transferred Entities, (iv) creating any relationship, contractual right, obligation or other arrangement of Buyer or its Affiliates, including, after the Closing Date, of the Business Companies, the Business, the Business JVs or any investment held directly or indirectly by the Transferred Entities, (v) taking or committing to take such other actions that may limit Buyer’s or its Affiliates’, including, after the Closing Date, the Business Companies’, the Business’, the Business JVs’ (or any investment’s held directly or indirectly by the Transferred Entities) freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, product lines, customer or assets and (vi) entering or offering to enter into agreements and stipulating to the entry of an Order or filing appropriate applications with any Governmental Authority in connection with any of the actions contemplated by the foregoing clauses (i) through (v)), in each case, as may be required (A) by any applicable Governmental Authority in order to resolve such objections as such Governmental Authority has to the transactions contemplated by this Agreement under applicable Antitrust Law or (B) by any domestic or foreign court or similar tribunal, in any Action brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order that has the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement; provided, however, that neither the provisions of this Section 6.3 nor any other provision of this Agreement shall require Buyer or any of its Subsidiaries to undertake (or to request or authorize any Business Company or Business JV to undertake) any of the forgoing actions that would, or would reasonably be expected to, individually or taken together with all other of the foregoing actions, result in a material adverse effect on the business, financial condition or results of operation of Buyer and its Subsidiaries (including for this purpose the Business Companies and the Business JVs), taken as a whole, with material adverse effect measured against an enterprise the size of the Business Companies and the Business JVs, taken as a whole (without giving effect to the consummation of the transactions contemplated hereby). (e) Buyer shall (i) control the strategy for obtaining any consents, waivers and approvals from any Governmental Authority in connection with the transactions contemplated by this Agreement and (ii) control the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Authority relating to the transactions contemplated by this Agreement and of all other regulatory matters incidental thereto; provided that Buyer shall consult and cooperate with the Sellers with respect to such strategy, positions and requested regulatory action (including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws) and consider the Sellers’ views in good faith. Each party hereto shall promptly notify inform the other parties of any material communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement and shall promptly furnish the other party with copies of any communication all substantive notices or other communications received from any third party and/or any Governmental Authority with respect to such transactions. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made an appropriate response in compliance with such request as soon as reasonably practicable, after providing the other party with a reasonable advance opportunity to review and shall comment upon such response (and after considering in good faith the view of the other in connection with such response). Each party shall, to the extent practicable, provide the other party and its counsel with an advance notice of and the opportunity to attend participate in any meetings substantive discussion, telephone call, video conference or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by this Agreement and to participate in the preparation for such discussion, telephone conferences with such Governmental Authoritycall, video conference or meeting, to the extent permitted not prohibited by the Governmental Authority. Buyer will advise the Sellers promptly in respect of any understandings, regarding undertakings or agreements (oral or written) which Buyer proposes to make or enter into with the foregoing matters in this Section 6.13. All filing fees Federal Trade Commission, the Department of Justice or any other Governmental Authority in connection with any required filings pursuant to the transactions contemplated by this Section 6.13 Agreement (and which the Sellers shall be shared equally by given opportunity to review and provide comments on, which Buyer shall consider in good faith, prior to their taking effect) and shall not make or propose any such undertaking that is not conditioned upon the Sellers, on completion of the one handClosing. (f) The parties hereto shall not, and shall not permit any of their respective Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Purchaserassets of or equity in or otherwise make any investment in, on or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, if the other handentering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or investment would reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or Order of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the transactions contemplated hereby or (iii) delay the consummation of the transactions contemplated hereby.

Filings and Authorizations; Consummation. (a) The Sellers Sponsor (or appropriate Affiliates thereof) and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizationsCompany shall, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) 10 Business Day after Days following the date hereof, file or supply, or cause to request early termination be filed or supplied, in connection with the Contemplated Transactions, all notifications and information required to be filed or supplied pursuant to Antitrust Laws. The Sponsor acknowledges and agrees it shall pay and shall be responsible for the payment of all of its filing fees and other charges under the Antitrust Laws. (b) The Sponsor, on the one hand, and the Company, on the other hand, as promptly as practicable, shall make, or cause to be made, all other filings and submissions not otherwise addressed in Section 5.10(a) under Laws, rules and regulations applicable waiting period and to supply promptly any additional information and documentary material that it, as may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, required for it to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall shall, subject to Section 5.8, use their respective commercially its reasonable best efforts to secure the expiration obtain, or termination of any waiting periods under the HSR Act cause to be obtained, all other authorizations, approvals, consents and to obtain such other approvals of, and take such action with respect to, any waivers from all Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be Authorities necessary to be obtained by it in order for it to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or such transactions. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraphs (a) and (b) above. The parties hereto Each party shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any the other party hereto in connection with the foregoing. . (d) Each party hereto shall promptly notify inform the other party of any material communication received from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the Contemplated Transactions. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Contemplated Transactions, then such party shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and shall provide after consultation with the other party with party, an opportunity to attend any meetings or telephone conferences appropriate response in compliance with such request. The Sponsor shall advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which the Sponsor proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Authority in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handContemplated Transactions.

Filings and Authorizations; Consummation. (a) The Sellers Buyer shall make, as promptly as reasonably practicable (and in any event within fifteen (15) Business Days of the Purchaser shall use their respective commercially reasonable efforts date of this Agreement (unless counsel to promptly obtain the authorizationsparties have previously agreed to extend such fifteen (15) Business Day period)), consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under pursuant to the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereofTransactions. Subject to Section 7.3(d), to request early termination each of the applicable waiting period Seller, the Guarantor and the Buyer shall use reasonable best efforts to supply as promptly as practicable any additional information and documentary material that may be reasonably requested pursuant to the HSR Act. Each party hereto agrees to make such other filingsforegoing, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable best efforts to secure take all other actions necessary to cause the expiration or termination of any (and not to extend) the applicable waiting periods under regarding the HSR Act foregoing as soon as reasonably practicable. The Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees and other charges in connection with filings required pursuant to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division Competition Laws. (b) Each of the U.S. Department of Justiceparties hereto, as promptly as practicable, shall make, or cause to be made, all other filings, consultations, notifications and/or submissions under Law applicable to it, or to its Subsidiaries and Affiliates, as may be necessary required for it to consummate the Contemplated Transactions; providedTransactions and, howeversubject to Section 7.3(d), thatuse its commercially reasonable efforts (which shall not require either party to make any payment or concession to any Person in connection with obtaining such Person’s consent) to obtain, notwithstanding or cause to be obtained, all other authorizations, approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for it to consummate such transactions. The Buyer acknowledges that certain consents and waivers with respect to the Transactions may be required from parties to contracts to which the Company or a Company Subsidiary is a party and that such consents and waivers may not be obtained. Notwithstanding anything to the contrarycontrary herein, the Buyer shall have control over and lead all communications and strategy relating to obtaining all such consents and waivers, provided that the Seller shall have the right, (i) prior to any proposed communication with respect to such consent or waiver, (x) to receive copies of such proposed communication (if written) or to be informed of such communication (if oral), and (y) to propose changes to the contents, substance or approach of such proposed communication, which shall be considered by the Buyer in no event shall either good faith, and (ii) to be informed of and have the Purchaser or the Sellersright to attend and participate in any meeting, appearance, presentation, argument or any of their respective Affiliates, be required to (a) commence other related in-person event concerning such consent or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or waiver. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests submissions referred to in this Section 6.13paragraphs (a) and (b) above (each, a “Filing”); provided, that, in connection with any Filing made by a party, the other party shall have the right, to the extent permitted by applicable Law, (i) prior to any proposed Filing, (x) to receive copies of such proposed Filing, and (y) to propose changes to the contents of any such proposed Filing, which shall be considered by the filing party in good faith, and (ii) to be informed of and have the right to attend and participate in any meeting, appearance, presentation, argument or any other related in-person event before a Governmental Authority concerning a Filing. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. To the extent that any information or documentation to be provided by either party hereto to the other pursuant to this Section 7.3(c) is competitively sensitive, such information may be provided only to external counsel for the Buyer on an external counsel only basis. (d) Notwithstanding anything in this Agreement to the contrary, the Buyer and its Affiliates shall have no obligation to, and the Seller, the Guarantor, the Company and the Company Subsidiaries and their respective Affiliates shall not, (i) enter into any order, judgment or decree, make any divestiture, pay any amount, provide any consideration, or divest, license, lease, sell (or proffer to sell), transfer, dispose of, hold separate (including through the establishment of a trust or otherwise) or otherwise encumber any asset, license operation, right, product line, business, security, instrument or interest of the Company, the Buyer, or any of their respective Affiliates, (ii) agree to (or proffer to agree to) any obligation, liability or change, or impose any limitation or restriction on the Company, the Buyer or any of their Affiliates to conduct their businesses or own their assets or to acquire, hold or exercise full rights of ownership of the businesses of the Company, the Buyer or any of their respective Affiliates, or (iii) take any other action that, individually or in the aggregate, would reasonably be expected to result in a Burdensome Condition. (e) Each party hereto shall promptly notify inform the other party parties of any material communication received from any Governmental Authority regarding any of the Transactions. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response (which shall provide be deemed a Filing) in compliance with such request, subject in each case to the rights of the parties under Section 7.3(c). In accordance with the parties’ rights under Section 7.3(c), the applicable party will advise the other party promptly in respect of any understandings, undertakings or agreements (oral or written) (each of which shall be deemed a Filing) which such party proposes to make or enter into with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Authority in connection with any required filings pursuant to the Transactions. (f) From the date hereof through the earlier of the Closing or the termination of this Section 6.13 Agreement, the Buyer shall be shared equally by the Sellers, on the one handnot, and shall cause its Subsidiaries not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Purchaserassets of or equity in, on or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets or enter into a transaction, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger, consolidation or other handtransaction could reasonably be expected to (i) impose any material delay in the obtaining of any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions or (iii) materially delay the consummation of the Transactions.

Filings and Authorizations; Consummation. (a) The Sellers Sellers, the Company and the Purchaser Buyer shall use their respective commercially reasonable best efforts to promptly obtain the authorizations, consents, orders Orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to this Agreementeach Transaction Document. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under The Sellers, the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement Company and the other Transaction Documents. The Sellers and the Purchaser Buyer shall use their respective commercially reasonable best efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, of and take such action with respect to, to any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactionstransactions contemplated by this Agreement; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, Buyer or any of their respective Affiliates, its Affiliates be required to (a) commence or threaten to commence any Action, litigation; (b) agree to hold separate, divest, license or cause a third party to purchase, any of the assets or businesses of the Buyer, the Company or any of their respective assets and/or businesses (including for this purpose, the Business), Affiliates; or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser Buyer, the Company or its any of their respective Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections restrictions to the consummation of the Contemplated Transactions transactions contemplated by this Agreement under any applicable LawLaw or Order. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.137.6. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto shall . (b) The Company shall, as promptly notify as practicable following each of the date hereof and the Closing Date, file an amendment to its registration on Form ADV under the Advisers Act (and each of its other party of registrations under any communication received from any Governmental Authority and shall provide the other party with an opportunity to attend any meetings federal, state or telephone conferences with such Governmental Authoritylocal Laws, to the extent permitted by necessary or advisable under such Laws) to reflect changes to the Governmental Authority, regarding information contained therein resulting from the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handContemplated Transactions.

Filings and Authorizations; Consummation. The Sellers (a) Subject to the terms and the Purchaser conditions of this Agreement, each party shall use their respective commercially its reasonable best efforts to promptly obtain take, or cause to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the authorizations, consents, orders and approvals necessary for the performance of their obligations pursuant to transactions contemplated by this Agreement. Each party hereto agrees to (i) promptly after the date hereof (and in no event later than thirty (30) calendar days after the date hereof) make an appropriate filing of a Pre-Merger Notification and Report Form under pursuant to the HSR Act in connection with the transactions contemplated hereby and (ii) as promptly as practicable make other required filings pursuant to other Antitrust Laws with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to transactions contemplated hereby. Each party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees Act or any other Antitrust Laws and use its reasonable best efforts to make such take all other filings, as actions necessary, proper or advisable to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure cause the expiration or termination of any the applicable waiting periods under the HSR Act and to obtain such any other approvals ofapplicable Antitrust Laws as soon as possible, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; providedit being understood, however, that, notwithstanding anything to the contrary, that in no event shall either the Purchaser Buyer or the Sellers, or Company be required to: (1) divest any of their respective Affiliates, be required to its businesses or material assets that would represent greater than five percent (a5%) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or revenue of the Sellers’ Other Businesses in connection with avoiding or eliminating any objections Buyer’s consolidated corporate group as of immediately subsequent to the Closing for the immediately preceding (12-) twelve-month period (calculated on a pro forma basis giving effect to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information transactions contemplated by this Agreement); or (2) take or agree to each other and in making the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by take any other party hereto in connection with the foregoing. Each party hereto shall promptly notify the action or agree to any other party of any communication received from any Governmental Authority limitation or restriction that would be material and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, adverse to the extent permitted by Buyer and its Subsidiaries, taken as a whole, or that would materially and adversely impair the Governmental Authority, regarding overall benefits expected to be realized from acquisition of the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by Business. (b) Each of the SellersBuyer, on the one hand, and the PurchaserCompany and the Sellers’ Representative, on the other hand, shall, in connection with the reasonable best efforts referenced in Section 7.3(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party and/or its counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC, or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the DOJ, the FTC, or such other Governmental Authority or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Filings and Authorizations; Consummation. The Sellers (a) Each of the Seller and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain Buyer represents and warrants that it has filed the authorizations, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form required to be filed under the HSR Act in connection with respect to the Contemplated Transactions within one (1) Business Day after transactions contemplated by this Agreement. The Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the date hereof, to request early termination payment of all filing fees and other charges for the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to filing under the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to that fifty percent (50%) of any and all such filing fees paid by the contrary, in no event Buyer shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, constitute Company Expenses. (b) agree to hold separateEach of the parties hereto, divestas promptly as practicable, license shall make, or cause a third to be made, all other filings and submissions under laws, rules and regulations applicable to it, or to its Subsidiaries and Affiliates, as may be required for it to consummate the transactions contemplated herein and use its commercially reasonable efforts (which shall not require either party to purchasemake any payment or concession to any Person in connection with obtaining such Person’s consent) to obtain, any of their respective assets and/or businesses (including or cause to be obtained, all other authorizations, approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for this purposeit to consummate such transactions. In the event the Buyer elects to obtain title insurance reasonably acceptable to Buyer with respect to the Real Property, the Business)Company, or and/or the applicable Company Subsidiary shall execute and deliver to the Buyer (i) affidavits as to parties in possession and mechanic’s and materialmen’s liens in form reasonably satisfactory to the Buyer’s title company, and (ii) any other documents reasonably requested by the Buyer and/or the Buyer’s title company necessary for the Buyer to obtain title insurance with respect to the Real Property. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other one another and in making the filings and requests referred to in this Section 6.13paragraphs (a) and (b) above. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. (d) Subject to the Buyer’s compliance with Section 7.3(e), and notwithstanding the foregoing, nothing in this Section 7.3 shall require, or be construed to require, the Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of the Buyer, the Company, any Company Subsidiary 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 the Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement. (e) Notwithstanding anything to the contrary herein, if (i) following the date hereof and prior to the Closing, the Buyer or any of its Affiliates acquires or enters into any agreement to acquire (by merger, consolidation, acquisition of equity interests or assets, joint venture or otherwise) the business of any Person which is similar to or competitive with the business of the Company and the Company Subsidiaries (other than pursuant to the transactions contemplated by this Agreement) and (ii) as a result of the actions of the Buyer or its Affiliates under clause (i) above, any order is made by any Governmental Authority or any suit is threatened or instituted challenging any of the transactions contemplated by this Agreement as violative of any Antitrust Law, the Buyer shall take any and all such actions (including, without limitation, agreeing to hold separate or to divest any of the businesses, product lines or assets of the Buyer or any of its Affiliates or of the Company, any Company Subsidiary or their respective Affiliates) as may be required (A) by the applicable Governmental Authority (including, without limitation, the Antitrust Division of the United States Department of Justice or the Federal Trade Commission) in order to resolve such objections as such Governmental Authority may have to such transactions under such Antitrust Law, or (B) by any domestic or foreign court or similar tribunal, in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of the transactions contemplated by this Agreement. If the Buyer or any of its Affiliates takes any of the actions set forth in clause (i) above, it shall not be deemed a failure to satisfy the conditions specified in Sections 8.4 or 9.4, if in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, a court enters or the applicable Governmental Authority makes an order or decree permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of the Buyer or its Affiliates or of the Company, the Company Subsidiaries or their respective Affiliates be divested or held separate by the Buyer, or that would otherwise limit the Buyer’s freedom of action with respect to, or its ability to retain, the Company and the Company Subsidiaries or any portion thereof or any of the Buyer’s or its Affiliates’ other assets or businesses. (f) Each party hereto shall promptly notify inform the other party parties of any material communication received from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and shall provide after consultation with the other party with party, an opportunity to attend any meetings or telephone conferences appropriate response in compliance with such request. The Buyer will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which the Buyer proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Authority in connection with any required filings pursuant to the transactions contemplated by this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handAgreement.

Filings and Authorizations; Consummation. (a) Each of the parties hereto shall, if required by applicable Law, no later than ten (10) Business Days, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all notifications and information required to be filed or supplied pursuant to any Antitrust Law. The Sellers Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the Purchaser payment of all filing fees associated with such filings. (b) Each of the parties hereto, as promptly as practicable, shall make, or cause to be made, all other filings and submissions under Laws applicable to it, or to its Subsidiaries and Affiliates, as may be required for it to consummate the transactions contemplated herein and use their respective its commercially reasonable efforts (which shall not require any party to promptly obtain the make any payment or concession to any Person in connection with obtaining such Person’s consent) to obtain, or cause to be obtained, all other authorizations, consentsapprovals, orders consents and approvals waivers from all Persons and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for the performance of their obligations pursuant it to this Agreementconsummate such transactions. Each party The parties hereto agrees to make an appropriate filing of a Pre-Merger Notification acknowledge that certain consents and Report Form under the HSR Act waivers with respect to the Contemplated Transactions within one (1) Business Day after transactions contemplated by this Agreement may be required from parties to Contracts to which the date hereof, to request early termination of the applicable waiting period Target Entities or a Company Subsidiary is a party and to supply promptly any additional information and documentary material that may not be requested pursuant obtained prior to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or Closing. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraphs (a) and (b) above. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing; provided, however, that the parties hereby agree that any commercially sensitive information may be shared on a counsel to counsel basis only. (d) Notwithstanding anything to the contrary in this Agreement, if any Order is made or any Action is threatened or instituted challenging any of the transactions contemplated by this Agreement as violating any Antitrust Law, Buyer shall, and shall cause its Affiliates to, take any and all such action (including: (i) proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting), by Order, consent decree, hold separate order, trust, or otherwise, the sale, divestiture, license, disposition or hold separate of such assets or businesses of Buyer or its Affiliates, or otherwise offering to take or offering to commit to take any action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of Buyer or its Affiliates or of the Target Entities, any Company Subsidiary or their respective affiliates) to the extent legally permissible, and if the offer is accepted, taking or committing to take such action; (ii) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of Buyer or its Affiliates; (iii) creating any relationships, ventures, contractual rights, obligations or other arrangements of Buyer or its Affiliates; (iv) entering or offering to enter into agreements and stipulating to the entry of an Order or filing appropriate applications with any Governmental Authority in connection with any of the actions contemplated by the foregoing clauses (i) through (iii); or (v) defending, contesting or otherwise resisting any Action or Order by any Governmental Authority or private party, challenging the transactions contemplated hereby) as may be required (x) by the applicable Governmental Authority (including the Antitrust Division of the United States Department of Justice or the Federal Trade Commission) in order to resolve such objections as such Governmental Authority may have to such transactions under such Antitrust Law or (y) by any domestic or foreign court or similar tribunal, in any action brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violating any Antitrust Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order that has the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement. It shall not be deemed a failure to satisfy the conditions specified in Section 8.1(c) or Section 8.2(c), if in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violating any Antitrust Law, a court enters or the applicable Governmental Authority makes an Order permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of Buyer or its Affiliates or of the Target Entities, the Company Subsidiaries or their respective Affiliates be divested or held separate by Buyer, or that would otherwise limit Buyer’s freedom of action with respect to, or its ability to retain, the Target Entities and the Company Subsidiaries or any portion thereof or any of Buyer’s or its Affiliates’ other assets or businesses. (e) Each party hereto shall promptly notify inform the other party parties of any material communication received from the Federal Trade Commission, the Department of Justice or any other Governmental Authority and shall provide regarding any of the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authoritytransactions contemplated by this Agreement, to the extent permitted informing the other party is consistent with applicable Law and would not result in a waiver of any applicable privilege. If any party hereto or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, to the extent such response is consistent with applicable Law and would not result in a waiver of any applicable privilege. Buyer will advise the Target Entities promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Authority in connection with any required filings pursuant to the transactions contemplated by this Section 6.13 shall be shared equally by the Sellers, on the one handAgreement, and give the Purchaser, on Target Entities the other handopportunity to attend and participate at any meetings with respect thereto.

Filings and Authorizations; Consummation. The Sellers Prior to the Closing Date, the Seller and the Purchaser Buyer shall use their respective commercially reasonable efforts to promptly obtain obtain, or cause their respective Affiliates to obtain, the authorizations, consents, orders Orders and approvals necessary for the execution and delivery of, and the performance of their respective obligations pursuant to this Agreementeach Transaction Document. Each party hereto agrees to make an appropriate filing of The parties have previously filed a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and Transactions. Each party hereto agrees to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement The Seller and the other Transaction Documents. The Sellers and the Purchaser Buyer shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, except that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, Buyer or any of their respective Affiliates, its Affiliates be required to (a) commence or threaten to commence any Action, litigation; (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective the assets and/or or businesses of the Buyer or any of its Affiliates; (including for this purpose, the Business), c) make any payment in excess of usual and customary filing fees or (cd) otherwise agree to any restrictions on the Business, the businesses of the Purchaser Buyer or any of its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections restrictions to the consummation of the Contemplated Transactions under any applicable LawLaw or Order. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.137.6. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto Notwithstanding anything in this Agreement to the contrary, with respect to the matters covered in this Section 7.6, it is agreed that the Buyer, after consulting with the Seller and considering the Seller’s views in good faith, shall promptly notify make all decisions, lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to any requests that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought by or from, any Governmental Authority, including determining the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings or other party actions challenging, the consummation of the Contemplated Transactions. At the Buyer’s request, the Seller agrees to take all actions that the Buyer reasonably deems prudent in order to obtain any communication received actions, consents, undertakings, approvals or waivers by or from any Governmental Authority for or in connection with, and to assist the Buyer in litigating or otherwise contesting any objections to or proceedings or other actions challenging, the consummation of the Contemplated Transactions. The Seller shall not, and shall provide cause its Affiliates to not, permit any of their respective representatives to participate in any meeting with any Governmental Authority in respect of any filings, investigation, proceeding or other matters related to this Agreement or the other party Contemplated Transactions unless the Seller consults with an opportunity to attend any meetings or telephone conferences with such Governmental Authoritythe Buyer in advance and, to the extent permitted by the such Governmental Authority, regarding gives the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant Buyer the opportunity to this Section 6.13 shall be shared equally by attend and lead the Sellers, on the one hand, and the Purchaser, on the other handdiscussions at such meeting.

Filings and Authorizations; Consummation. The Sellers (a) Subject to the terms and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizationsconditions herein, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each each party hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws to consummate and make an effective as promptly as practicable the Merger and the other transactions contemplated hereby. Subject to appropriate filing confidentiality protections and applicable Law, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of a Pre-Merger Notification the parties shall cooperate with one another in good faith and Report Form use its reasonable best efforts to prepare all necessary documentation (including furnishing all information required under the HSR Act with respect or other applicable Competition Laws) to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to supply effect promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act all necessary filings and to obtain such other all consents, waivers and approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything transactions contemplated by this Agreement (including complying with all Nuclear Regulatory Commission (“NRC”) regulations requiring licensees to notify the NRC of proposed changes of control prior to the contrarytransfer of licensed activities and use reasonable best efforts to obtain prior written consent from NRC for the transactions contemplated by this Agreement, in no event including the Merger). Each such party shall either promptly inform the Purchaser other parties hereto of any oral communication with, and provide copies of written communications between it (or its advisors) and any Governmental Authority relating to the Sellers, Merger or any of their respective Affiliatesthe matters described in this Section 6.4. No party hereto shall independently participate in any meeting, be required conference, or telephone call with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting, conference, or telephone call and, to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purposethe extent permitted by such Governmental Authority, the Business), or (c) otherwise agree opportunity to any restrictions on the Businessattend and/or participate. Subject to applicable Law, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate will consult and cooperate with one another in exchanging connection with, and providing such information allow the other party to each have a reasonable opportunity to review in advance and comment on, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other and in making applicable Competition Laws. None of the filings and requests referred parties shall consent to in any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger at the behest of any Governmental Antitrust Entity without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed. (c) Without limiting the generality of the undertakings pursuant to this Section 6.136.4, but subject to Section 6.4(e), the parties hereto shall as promptly as practicable, but in no event later than five (5) Business Days after the date hereof, submit all filings required under the HSR Act. The parties shall respond as promptly as practicable and advisable to any request for additional information or documentary material that may be made and under the HSR Act and any requests for information under any other applicable Competition Law. Parent shall be responsible for fees associated with filings required by the HSR Act and any other applicable Competition Laws. (d) Further, each of Parent and the Company agrees to promptly take any and all steps and actions necessary to avoid or eliminate each and every impediment under the HSR Act or other applicable Competition Laws that may be asserted by any Governmental Antitrust Entity, so as to enable the parties to consummate the Merger as expeditiously as possible and no later than the Termination Date. In connection therewith, if any Action is instituted (or reasonably foreseeable or threatened to be instituted) challenging the Merger as in violation of any applicable Competition Law, each of the parties hereto shall cooperate and use its best efforts to contest and resist any such Action, and to have vacated, lifted, reversed or overturned any Order whether temporary, preliminary or permanent, that is in effect and that delays, prohibits, prevents or restricts consummation of the Merger, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Parent and the Stockholders’ Representative decide that litigation is not in their respective best interests. Without limiting the generality of the foregoing, Parent shall: (i) at Parent’s sole cost, comply with all restrictions and conditions, if any, imposed, required or requested by any (A) Governmental Antitrust Entity with respect to Competition Laws in connection with granting any necessary clearance or terminating any applicable waiting period including (1) proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting) to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Parent, its Affiliates, or any of its or their respective Subsidiaries contemporaneously with or after the Closing and regardless as to whether a third party buyer has been identified or approved prior to the Closing (a “Divestiture”), (2) taking or committing to take such other actions that may limit Parent, its Affiliates, or any of its or their respective Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, products lines, customers or assets, and (3) entering into any Order or other agreement to effectuate any of the foregoing or (B) third party in connection with a Divestiture (provided, that the Company shall not be obligated to take any such actions unless the taking of such action is conditioned on the consummation of the Merger); (ii) terminate any Contract or other business relationship as may be required to obtain any necessary clearance or approval of any Governmental Antitrust Entity or to obtain termination of any applicable waiting period under the HSR Act or any other Competition Laws; and (iii) not extend any waiting period or enter into any agreement or understanding with any Governmental Antitrust Entity without the prior written consent of the Company. (e) In respect of the Investment Canada Act notification in connection with the Merger: (i) Parent shall as soon as reasonably practicable after the Closing Date, file a notification under the Investment Canada Act with respect to the transactions contemplated under this Agreement; and (ii) prior to the Closing, the Company shall provide Parent with all requested assistance that the Parent reasonably considers necessary in respect of preparing the notification. (f) The Company and the Company Subsidiaries shall use commercially reasonable efforts to supply such reasonable assistance obtain, and shall cooperate with Parent in obtaining, as may soon as possible after the execution of this Agreement, all approvals, consents and waivers in respect of the Contracts set forth on Section 4.5 of the Company Disclosure Letter; provided that the Company shall not be reasonably requested by required to make any other party hereto payment in connection with the foregoing. Each party hereto shall promptly notify the other party of any communication received from any Governmental Authority and shall provide the other party with an opportunity to attend any meetings or telephone conferences with obtaining such Governmental Authorityapprovals, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one handconsents, and the Purchaser, on the other handwaivers.

Filings and Authorizations; Consummation. The Sellers and (a) Each of the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizationsparties hereto shall, consentsif required by applicable law, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one five (15) Business Day after Days of the date hereof, file or supply, or cause to request early termination of be filed or supplied in connection with the applicable waiting period transactions contemplated herein, all notifications and information required to supply promptly any additional information and documentary material that may be requested filed or supplied pursuant to the HSR Act. Each party hereto The Buyer acknowledges and agrees to make such that it shall pay and shall be solely responsible for the payment of all filing fees and other filings, as necessary, to consummate charges for the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods filing under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division Act. (b) Each of the U.S. Department parties hereto, as promptly as practicable (but in no event later than five (5) Business Days of Justicethe date hereof), shall make, or cause to be made, all other filings and submissions under Laws applicable to it, or to its Subsidiaries and Affiliates, as may be necessary required for it to consummate the Contemplated Transactions; providedtransactions contemplated herein and use its commercially reasonable efforts (which shall not require either party to make any payment or concession to any Person in connection with obtaining such Person’s consent) to obtain, howeveror cause to be obtained, thatall other authorizations, notwithstanding anything approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, or its subsidiaries or affiliates, in order for it to consummate such transactions. Subject to applicable Laws relating to the contraryexchange of information and the preservation of any applicable attorney-client privilege, work-product doctrine, self-audit privilege or other similar privilege, each of the Company and the Buyer shall have the right to review and comment on in no event shall either advance, and to the Purchaser or extent practicable each will consult the Sellersother on, all the information relating to such party, that appear in any filing made with, or written materials submitted to, any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchaseand/or any Governmental Authority in connection with the transactions set forth in this Agreement. In exercising the foregoing right, any each of their respective assets and/or businesses (including for this purpose, the Business), or Company and the Buyer shall act reasonably and as promptly as practicable. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraphs (a) and (b) above. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. (d) Notwithstanding anything to the contrary herein, if any order is made by any Governmental Authority or any suit is threatened or instituted challenging any of the transactions contemplated by this Agreement as violative of any Antitrust Law, the Buyer shall take all such action (including agreeing to hold separate or to divest any of the businesses, product lines or assets of the Buyer or any of its Affiliates or of the Company, any Company Subsidiary or their respective Affiliates) as may be required (i) by the applicable Governmental Authority (including the Antitrust Division of the United States Department of Justice or the Federal Trade Commission) in order to resolve such objections as such Governmental Authority may have to such transactions under such Antitrust Law or (ii) by any domestic or foreign court or similar tribunal, in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of the transactions contemplated by this Agreement. It shall not be deemed a failure to satisfy the conditions specified in Sections 8.4 or 9.4, if in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, a court enters or the applicable Governmental Authority makes an order or decree permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of the Buyer or its Affiliates or of the Company, any Company Subsidiary or their respective Affiliates be divested or held separate by the Buyer, or that would otherwise limit the Buyer’s freedom of action with respect to, or its ability to retain, the Company and any Company Subsidiary or any portion thereof or any of the Buyer’s or its Affiliates’ other assets or businesses. (e) Each party hereto shall promptly notify inform the other party parties of any material communication received from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and shall provide after consultation with the other party with party, an opportunity to attend any meetings or telephone conferences appropriate response in compliance with such request. The Buyer will advise the Company promptly in respect of any understandings, undertakings or agreements (whether oral or written) which the Buyer proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Authority in connection with any required filings pursuant to the transactions contemplated by this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handAgreement.

Filings and Authorizations; Consummation. (a) The Sellers parties shall, if required by applicable Law, within five (5) Business Days of the date hereof, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all notifications and information required or, in the Purchaser shall opinion of the parties, advisable to obtain the Competition Act Approval, and will use their respective commercially reasonable efforts to promptly obtain the authorizations, consents, orders and approvals necessary satisfy all requests for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested documentation received under or pursuant to the HSR Act. Each party hereto agrees to make such other those filings, as necessarynotifications, to consummate the Contemplated Transactions in accordance with this Agreement submissions and the other Transaction Documentsapplicable legislation and any orders or requests made by any Governmental Authority under such legislation. The Sellers Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the Purchaser shall use their respective commercially reasonable efforts to secure payment of all filing fees and other charges for the expiration or termination of any waiting periods filing under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division Competition Act. (b) Each of the U.S. Department of Justiceparties hereto, as promptly as practicable, shall make, or cause to be made, all other filings and submissions under Law applicable to it, or to its Subsidiaries and Affiliates, as may be necessary required for it to consummate the Contemplated Transactions; providedtransactions contemplated herein and use its commercially reasonable efforts (which shall not require any party to make any payment or concession to any Person in connection with obtaining such Person’s consent) to obtain, howeveror cause to be obtained, thatall other authorizations, notwithstanding anything approvals, consents and waivers from all Persons and Governmental Authorities necessary to the contrarybe obtained by it, or its Subsidiaries or Affiliates, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required order for it to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or consummate such transactions. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings filings, notifications and requests submissions referred to in this Section 6.13paragraphs (a) and (b) above (each, a “Filing”); provided, that, in connection with any Filing made by any party, the other parties hereto shall have the right, to the extent permitted by applicable Law, (i) prior to any proposed Filing, (x) to receive copies of such proposed Filing, and (y) to propose changes to the contents of any such proposed Filing, which shall be considered by the other parties hereto in good faith, and (ii) to be informed of and have the right to attend and participate in any meeting, appearance, presentation, argument or any other related in-person event before a Governmental Authority (including the Commissioner of Competition) concerning a Filing, except where the Governmental Authority expressly requests that a party should not be present or where competitively sensitive information may be discussed, in which case every effort will be made to allow external legal counsel of the excluded party to participate. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. To the extent that any information or documentation to be provided by a party hereto to another party hereto pursuant to this Section 7.3 is competitively sensitive, such information may be provided only to external counsel for the other party on an external counsel only basis. (d) Notwithstanding anything to the contrary herein, if any Governmental Authority raises serious concerns to the effect that the transactions contemplated by this Agreement may be violative of any Antitrust Law, or if any order is made by any Governmental Authority or any application or proceeding is threatened or instituted challenging any of the transactions contemplated by this Agreement as violative of any Antitrust Law, the Buyer shall, and shall cause its Affiliates to, take and offer to take any and all such action (including (i) agreeing to hold separate or to divest any of the businesses, product lines or assets of the Buyer or any of its Affiliates or of the Company, any Company Subsidiary or their respective Affiliates and (ii) defending, contesting or otherwise resisting any Action or order by any Governmental Authority challenging the transactions contemplated hereby) as may be required by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under such Antitrust Law in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement. It shall not be deemed a failure to satisfy the conditions specified in Section 8.4 or Section 9.4, if in any application or proceeding brought by any Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, the applicable Governmental Authority makes an order or decree or enters into an agreement with the Buyer permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of the Buyer or its Affiliates or of the Company, the Company Subsidiaries or their respective Affiliates be divested or held separate by the Buyer, or that would otherwise limit the Buyer’s freedom of action with respect to, or its ability to retain, the Company and the Company Subsidiaries or any portion thereof or any of the Buyer’s or its Affiliates’ other assets or businesses. (e) Each party hereto shall promptly notify inform the other party parties of any material communication received from the Commissioner of Competition or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and shall provide after consultation with the other party with parties, an opportunity to attend any meetings or telephone conferences appropriate response (which shall be deemed a Filing) in compliance with such request. The Buyer will advise the Seller and the Company promptly in respect of any understandings, undertakings or agreements (oral or written) (each of which shall be deemed a Filing) which the Buyer proposes to make or enter into with the Commissioner of Competition or any other Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Authority in connection with any required filings pursuant to the transactions contemplated by this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handAgreement.

Filings and Authorizations; Consummation. The Sellers Except as otherwise provided in the first sentence of Section 6.23, the Company, the Buyer and the Purchaser Merger Sub shall use their respective commercially reasonable efforts to promptly obtain obtain, or cause its respective Affiliates to obtain, the authorizations, consents, orders Orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to this Agreementeach Transaction Document to which they are a party. Each party hereto agrees agrees, if applicable, to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions transactions contemplated by this Agreement within one five (15) Business Day Days after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees The Buyer shall pay all HSR Act filing fees relating to make the Buyer and the Company (but, for avoidance of doubt, excluding any such other filingsfees relating to any of their Affiliates); provided, however, that (x) as necessaryper clause (f) of the definition of Transaction Expenses, to consummate the Contemplated Transactions Aggregate Exchange Buyer Series A Preferred Stock shall be reduced by 50% of such amounts so paid by the Buyer and (y) in accordance with the event this Agreement is terminated, the Company shall reimburse the Buyer promptly (and in any event within 48 hours) for 50% of any and all such payments made by the other Transaction DocumentsBuyer. The Sellers Company, the Buyer and the Purchaser Merger Sub shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Antitrust Division or any other Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, Buyer or any of their respective Affiliates, its Affiliates be required to (a) commence or threaten to commence any Action, litigation; (b) agree to hold separate, divest, license or cause a third party to purchase, any of the assets or businesses of the Buyer, the Company or any of their respective assets and/or businesses (including for this purpose, the Business), Affiliates; or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser Buyer, the Company or its any of their respective Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections restrictions to the consummation of the Contemplated Transactions under any applicable LawLaw or Order. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.136.5. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto The Company shall promptly notify the pay all fees, costs and expenses or payments (other party of any communication received from any Governmental Authority and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All than filing fees required in connection with any required filings pursuant to this Section 6.13 “change of ownership or control” for purposes of Medicare and Medicaid certification, which shall be shared equally paid by the Sellers, on Buyer) resulting from the one hand, and change of control of the Purchaser, on Company or any of its Subsidiaries or otherwise payable in connection with receipt of any consent or approval in connection with the other handContemplated Transactions.

Filings and Authorizations; Consummation. The Sellers and the Purchaser (a) Each Party shall use their respective commercially reasonable efforts efforts, and shall cooperate with the other Parties, to obtain as promptly obtain the as practicable any and all authorizations, approvals, orders, consents, orders licenses, waivers, no action acknowledgments, certificates, permits, registrations, qualifications or other rights and approvals privileges of any Governmental Authority or third party (collectively, “Consents”) necessary or advisable for the performance of their its obligations pursuant to under, or the consummation of the transactions contemplated by, this Agreement. , including Sellers’ Approvals, the Companies’ Approvals and Buyers’ Approvals. (b) Each party hereto Party agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under that it shall consult with the HSR Act other Parties with respect to the Contemplated Transactions within one obtaining of all material Consents necessary or advisable for the performance of its obligations under, or the consummation of the transactions contemplated by, this Agreement, and each Party shall keep the other Parties apprised of the status of material matters relating to the performance of its obligations under, or the consummation of the transactions contemplated by, this Agreement. (1c) Business Day after Each Party agrees, upon the date hereofwritten request of any other Party to this Agreement, to request early termination furnish such other Party with all information concerning itself or such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party to any Governmental Authority to the extent permitted by applicable Law. (d) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the applicable waiting period obligations under this Section 7.4: (i) Each of Sellers’ Representative and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto Buyers’ Representative agrees to make such other filingsprovide, as necessaryor cause to be provided, to consummate the Contemplated Transactions in accordance each and every Governmental Authority with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination jurisdiction over enforcement of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any applicable antitrust or Competition Law (“Antitrust Governmental Authority”), including the Federal Trade Commission CADE and SIC, as promptly as reasonably practicable and in any event within the applicable legal time periods, any information and documents requested by any Antitrust Division Governmental Authority that are legally required to be provided or otherwise reasonably necessary, proper or advisable to permit consummation of the U.S. Department transactions contemplated hereby. (ii) Each of Justice, as may be necessary Sellers’ Representative and Buyers’ Representative agrees to consummate bear 50% of the Contemplated Transactionscost of any and all filing fees required under applicable Competition Laws and of consultancy services engaged in connection with the filings with any Antitrust Governmental Authority; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, or any that each of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses Representative and Buyers’ Representative will bear its own attorneys’ fees in connection with avoiding the preparation of such filings. (iii) With respect to ▇▇▇▇’▇ Clearance, the Parties shall, and Seller shall cause Limitada to, under Buyers’ Representative’s coordination, use their best efforts to submit as soon as reasonably practicable any required notification and report forms required by the applicable Competition Laws to CADE. Additionally, in connection with ▇▇▇▇’▇ Clearance: (A) The Parties agree, and Sellers’ Representative agrees to cause Limitada, to use best efforts to cooperate both in preparing all communications to be made to CADE and in obtaining ▇▇▇▇’▇ Clearance, and further agree to (i) provide timely to CADE all documents and information in their possession and that may be necessary and appropriate to obtain ▇▇▇▇’▇ Clearance; and (ii) perform all acts that may be necessary or eliminating any objections appropriate to allow the consummation of the Contemplated Transactions under transactions contemplated hereby. (B) Until ▇▇▇▇’▇ Clearance is obtained, Sellers’ Representative agrees to, and to cause Limitada to, preserve and maintain the Business as it is currently conducted in compliance with all applicable LawLaws, including Article 107, Paragraph 2 of ▇▇▇▇’▇ Internal Rules. (C) The Parties agree, and ▇▇▇▇▇▇▇’ Representative agrees to cause Limitada, to use their best efforts to address any requests made by CADE so as to enable the Parties to consummate the transactions contemplated hereby as promptly as reasonably practicable. The parties hereto Parties shall coordinate cooperate in good faith and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13. The parties hereto shall use their commercially reasonable best efforts to supply such reasonable assistance address adequately possible concerns raised by CADE and mitigate or remove any conditions, obligations or restrictions imposed by CADE in order to obtain ▇▇▇▇’▇ Clearance. In the event CADE does not approve the transactions contemplated hereby or in the event ▇▇▇▇’▇ Clearance is subject to obligations, restrictions or other conditions that would reasonably be expected to have a Material Adverse Effect, Buyer’s Representative shall be entitled to terminate this Agreement under Section 10.1(f). (iv) With respect to SIC’s Clearance, Buyers’ Representative, in coordination with Sellers’ Representative, will use their best efforts to submit as may be soon as reasonably requested practicable any required notification and report forms required by any other party hereto SIC to SIC. Additionally, in connection with SIC’s Clearance: (A) The Parties agree, and Sellers’ Representative agrees to cause the foregoingCompanies to use best efforts to cooperate both in preparing all communications to be made to SIC and in obtaining SIC’s Clearance, and further agree to (i) provide timely to SIC all documents and information in their possession and that may be necessary and appropriate to obtain SIC’s Clearance; and (ii) perform all acts that may be necessary or appropriate to allow the consummation of the transactions contemplated hereby. (B) Until SIC’s Clearance is obtained, Seller agrees to, and to cause each Company to, preserve and maintain the Business as it is currently conducted in compliance with all applicable Laws. (C) The Parties agree, and ▇▇▇▇▇▇▇’ Representative agrees to cause the Companies to use their best efforts to address any requests made by SIC so as to enable the Parties to consummate the transactions contemplated hereby as promptly as reasonably practicable. Each party hereto The Parties shall promptly notify the other party of any communication received from any Governmental Authority cooperate in good faith and shall provide use best efforts to address adequately possible concerns raised by SIC and mitigate or remove any conditions, obligations or restrictions imposed by SIC in order to obtain SIC’s Clearance. In the event SIC does not approve the transactions contemplated hereby or in the event SIC’s Clearance is subject to obligations, restrictions or other party with an opportunity conditions that would reasonably be expected to attend any meetings or telephone conferences with such Governmental Authorityhave a Material Adverse Effect, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 Buyer’s Representative shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handentitled to terminate this Agreement under Section 10.1(f).

Filings and Authorizations; Consummation. The Sellers (a) Upon the terms and subject to the conditions hereof, each of the Buyer and the Purchaser Sellers shall use their respective its or his commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done all other things, necessary, proper or advisable to consummate the transactions contemplated hereby as promptly obtain as practicable. (b) Each of the authorizationsparties hereto shall, consentsif required by applicable law, orders promptly but in any event no later than five (5) Business Days after the date of this Agreement, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all notifications and approvals necessary for the performance of their obligations information required to be filed or supplied pursuant to this Agreementthe HSR Act. Each party hereto also agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period thereunder and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees for the filing under the HSR Act. (c) Each party hereto agrees to make such other filingsof the parties hereto, as necessarypromptly as practicable, shall make, or cause to be made, all other filings and submissions under laws, rules and regulations applicable to it, or to its Affiliates, as may be required for it to consummate the Contemplated Transactions in accordance with this Agreement transactions contemplated herein and the other Transaction Documents. The Sellers and the Purchaser shall use their respective its commercially reasonable efforts to secure the expiration obtain, or termination of any waiting periods under the HSR Act cause to be obtained, all other authorizations, approvals, consents and to obtain such other approvals of, waivers from all Persons and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be Authorities necessary to consummate the Contemplated Transactions; providedbe obtained by it, however, that, notwithstanding anything to the contraryor its subsidiaries or Affiliates, in no event shall either the Purchaser or the Sellers, or any of their respective Affiliates, be required order for it to consummate such transactions. (ad) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraphs (b) and (c) above. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. . (e) Each party hereto shall promptly notify inform the other party parties of any material communication received from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. (f) The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals and shall promptly respond to any requests for additional information from any Governmental Authority and shall provide the or other third party with an opportunity to attend any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant to this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handrespect thereof.

Filings and Authorizations; Consummation. The Sellers (a) Each of the Parent, the Company and the Purchaser shall use their respective commercially reasonable efforts to Merger Subs hereto shall, if required by applicable Law, as promptly obtain the authorizations, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day as practicable after the date hereof, file or supply, or cause to request early termination of be filed or supplied in connection with the applicable waiting period transactions contemplated herein, all notifications and information required to supply promptly any additional information and documentary material that may be requested filed or supplied pursuant to the HSR Act. Each party hereto The Parent acknowledges and agrees to make such that it shall pay and shall be solely responsible for the payment of all filing fees and other filings, as necessary, to consummate charges for the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods filing under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division Act. (b) Each of the U.S. Department of Justiceparties hereto, as promptly as practicable, shall make, or cause to be made, all other filings and submissions under Laws applicable to it, or to its Subsidiaries and Affiliates, as may be necessary required for it to consummate the Contemplated Transactions; providedtransactions contemplated herein and use its commercially reasonable efforts (which shall not require either party to make any payment or concession to any Person in connection with obtaining such Person’s consent) to obtain, howeveror cause to be obtained, thatall other authorizations, notwithstanding anything approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, or its subsidiaries or affiliates, in order for it to consummate such transactions. Subject to applicable Laws relating to the contraryexchange of information and the preservation of any applicable attorney-client privilege, work-product doctrine, self-audit privilege or other similar privilege, each of the Company and the Parent shall have the right to review and comment on in no event shall either advance, and to the Purchaser or extent practicable each will consult the Sellersother on, all the information relating to such party, that appear in any filing made with, or written materials submitted to, any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchaseand/or any Governmental Authority in connection with the transactions set forth in this Agreement. In exercising the foregoing right, any each of their respective assets and/or businesses (including for this purpose, the Business), or Company and the Parent shall act reasonably and as promptly as practicable. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraphs (a) and (b) above. The parties hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Each party hereto shall promptly notify . (d) Notwithstanding anything to the other party of contrary herein, if any communication received from order is made by any Governmental Authority or any suit is threatened or instituted challenging any of the transactions contemplated by this Agreement as violative of any Antitrust Law, the Parent shall take all such action (including agreeing to hold separate or to divest any of the businesses, product lines or assets of the Parent or any of its Affiliates or of the Company, any Company Subsidiary or their respective Affiliates; provided, however, that any material divestment of any of the businesses, product lines or assets of the Company or any Company Subsidiary or their respective Affiliates shall require the written consent of the Company) as may be required (i) by the applicable Governmental Authority (including the Antitrust Division of the United States Department of Justice or the Federal Trade Commission) in order to resolve such objections as such Governmental Authority may have to such transactions under such Antitrust Law or (ii) by any domestic or foreign court or similar tribunal, in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of the transactions contemplated by this Agreement. It shall not be deemed a failure to satisfy the conditions specified in Sections 7.4 or Sections 8.4, if in any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, a court enters or the applicable Governmental Authority makes an order or decree permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of any of the Parent or its Affiliates or of the Company, any Company Subsidiary or their respective Affiliates be divested or held separate by the Parent, or that would otherwise limit the Parent’s freedom of action with respect to, or its ability to retain, the Company and shall provide any Company Subsidiary or any portion thereof or any of the Parent’s or its Affiliates’ other party assets or businesses; provided, however, that in each case where a sale or divestment of any of the businesses, product lines or assets of the Company, any Company Subsidiary or their respective Affiliates is required to comply with an opportunity to attend the terms of any meetings order or telephone conferences with such decree by a court or other Governmental Authority, the Parent shall first have obtained the Company’s written consent, if required, as set forth above. (e) The Parent and the Company shall promptly inform the other of any material communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If the Parent or the Company or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the extent permitted transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The Parent will advise the Company promptly in respect of any understandings, undertakings or agreements (whether oral or written) which the Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees Authority in connection with any required filings pursuant to the transactions contemplated by this Section 6.13 shall be shared equally by the Sellers, on the one hand, and the Purchaser, on the other handAgreement.

Filings and Authorizations; Consummation. The Sellers (a) Each of Buyer and the Purchaser Seller shall, and shall use cause their respective commercially Subsidiaries to, use reasonable best efforts to promptly obtain the authorizationsconsents of all Governmental Authorities necessary, consentsproper or advisable to consummate the transactions contemplated by this Agreement in accordance with this Agreement. (b) On August 10, orders 2021, the Parties filed and approvals necessary supplied, in connection with the transactions contemplated herein, the notifications and information required to be filed or supplied pursuant to the HSR Act and requested early termination of the waiting period under the HSR Act. Buyer acknowledges and agrees that it paid and is solely responsible for the performance payment of all filing fees and other charges for the filing under the HSR Act. None of Buyer, Seller, the Companies, the Fabri-Kal Subsidiaries or their obligations respective officers, directors or employees shall be required to execute or enter into or perform any action or agreement pursuant to this Agreement. Section 7.3 that is not contingent upon the Closing. (c) Each party hereto agrees of the Parties, as promptly as practicable, shall make, or cause to be made, all other filings and submissions under Law, including Antitrust Laws, applicable to it, or to its Subsidiaries and Affiliates, as may be required for it to consummate the transactions contemplated herein and use its commercially reasonable efforts (which shall not require a Party to make an appropriate filing of a Pre-Merger Notification any payment or concession to any Person in connection with obtaining such Person’s consent) to obtain, or cause to be obtained, all other authorizations, approvals, consents and Report Form under the HSR Act waivers from all Persons and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for it to consummate such transactions. Buyer acknowledges that certain consents and waivers with respect to the Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to supply promptly any additional information and documentary material that transactions contemplated by this Agreement may be requested pursuant required from parties to Contracts to which the HSR Act. Each party hereto agrees to make such other filings, as necessary, to consummate the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any Governmental Authority, including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser Companies or the Sellers, or any of their respective Affiliates, Fabri-Kal Subsidiaries are parties and that such consents and waivers have not been and may not be required to obtained. (ad) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses (including for this purpose, the Business), or (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto Parties shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13Sections 7.3(a) and 7.3(c) above. The parties hereto Parties shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto Party in connection with the foregoing. (e) Notwithstanding anything to the contrary in this Agreement, nothing herein obligates the Parties or their Affiliates to (A) sell, license or otherwise dispose of, hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any of the Parties or their Affiliates, (B) propose, negotiate, commit to and effect (by consent decree, hold separate order, agreement or otherwise) any behavioral or structural limitations or conduct restrictions (including, modifying or adopting any business or operational practice or procedure), or other limitation on the freedom of action with respect to any of the Parties or their Affiliates, or (C) otherwise provide all such assurances, entering into such agreements or resolving any objections as may be required, requested, or imposed by a Governmental Authority in relation to any of the Parties or their Affiliates. (f) Buyer shall not, and shall not permit any of its Subsidiaries to acquire or agree to acquire a substantial portion of the assets of or equity in or otherwise make or agree to make any investment in any Person that would reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated hereby or (iii) delay the consummation of the transactions contemplated hereby. (g) Each Party shall promptly inform the other Parties of any material communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If any Party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such Party will make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in compliance with such request. Each party hereto Party shall promptly notify not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party of any communication received from any Governmental Authority and shall provide the other party with an opportunity to attend any meetings or telephone conferences with such Governmental Authorityhereto in advance and, to the extent permitted by the such Governmental Authority, regarding gives the foregoing matters in this Section 6.13. All filing fees in connection with any required filings pursuant other party the opportunity to this Section 6.13 shall be shared equally by the Sellers, on the one handattend, and furnish the Purchaserother party with copies of all correspondence, submissions and material written communications (and summaries of any material oral communications which a Governmental Authority does not permit the other party to attend) between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. Buyer and Seller shall consult with each other prior to taking any material position in discussions with or filings to be submitted to any Governmental Authority.

Filings and Authorizations; Consummation. The Sellers (a) Parent and the Purchaser shall use their respective commercially reasonable efforts to promptly obtain the authorizationsCompany shall, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one ten (110) Business Day after Days following the date hereof, file or supply, or cause to request early termination of be filed or supplied in connection with the applicable waiting period transactions contemplated herein, all notifications and information required to supply promptly any additional information and documentary material that may be requested filed or supplied pursuant to the HSR Act. If applicable, each of Parent and the Company shall request early termination of the waiting period under the HSR Act. Parent and the Company shall, promptly following the date hereof, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all filings set forth on Section 4.6 of the Disclosure Letter. Parent acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees in connection with the filings under this Section 6.3(a). (b) Each party hereto agrees to make such other filingsof Parent and the Company, as necessarypromptly as practicable, shall make, or cause to be made, all other filings and submissions not otherwise addressed under Section 6.3(a), including as required under Laws applicable to it, or to the Company Group and their respective Affiliates, as may be required for it to consummate the Contemplated Transactions in accordance with this Agreement transactions contemplated herein and the other Transaction Documents. The Sellers and the Purchaser shall use their respective its commercially reasonable efforts (which shall not require either party to secure the expiration make any payment or termination concession (other than payment of any required filing fees) to any Person in connection with obtaining such Person’s consent) to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and Governmental Authorities necessary to be obtained by it, the Company Group or their respective Affiliates, in order for it to consummate such transactions. Parent shall not (i) consent to any voluntary extension of any statutory deadline or waiting periods period; (ii) pull and refile any filing made under the HSR Act and Act, or any other Antitrust Laws; or (iii) consent to obtain such any other approvals ofvoluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the prior written consent of the Company. Notwithstanding anything herein to the contrary, Parent shall not be required by this Section 6.3, and take such neither the Company nor any of the Company Subsidiaries shall agree, to take, agree or commit to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Parent Parties or the Company or any of their respective Affiliates or (B) limit the Parent Parties’ freedom of action with respect to, any Governmental Authorityor its ability to consolidate and control, including the Federal Trade Commission Company and the Antitrust Division of the U.S. Department of Justice, as may be necessary to consummate the Contemplated Transactions; provided, however, that, notwithstanding anything to the contrary, in no event shall either the Purchaser or the Sellers, Company Subsidiaries or any of their respective Affiliates, be required to (a) commence assets or threaten to commence any Action, (b) agree to hold separate, divest, license businesses or cause a third party to purchase, any of their respective the Parent Parties’ or its Affiliates’ other assets and/or businesses (including for this purpose, the Business), or businesses. (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13paragraphs (a) and (b) above. The parties Each party hereto shall use their commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any the other party hereto in connection with the foregoing. . (d) Each party hereto shall promptly notify inform the other party parties of any material communication received from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Parent will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority in connection with the transactions contemplated by this Agreement. (e) The Company shall use reasonable best efforts to, and shall provide cause the Company Subsidiaries to use reasonable best efforts to, give promptly such notice to third parties and obtain such third party consents and waivers as Parent may reasonably request in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Parent shall cooperate with and assist the Company in giving such notices and obtaining such consents and waiver; provided, however, that Parent shall have no obligation to give any guarantee or other party with an opportunity to attend consideration of any meetings or telephone conferences with such Governmental Authority, to the extent permitted by the Governmental Authority, regarding the foregoing matters in this Section 6.13. All filing fees nature in connection with any required filings pursuant such notice, consent or waiver or consent to this Section 6.13 shall be shared equally by any change in the Sellers, on terms of any agreement or arrangement that Parent in its sole discretion may deem adverse to the one hand, and interests of Parent or the Purchaser, on Company or any of the other handCompany Subsidiaries.

Filings and Authorizations; Consummation. The Sellers (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under applicable Law or otherwise, so as to, as promptly as practicable, consummate the transactions contemplated by this Agreement and the Purchaser Ancillary Agreements. Each of the parties hereto shall, and shall use cause their respective commercially reasonable efforts to promptly obtain Affiliates to, unless otherwise mutually agreed by the authorizationsparties, consents, orders and approvals necessary for the performance of their obligations pursuant to this Agreement. Each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one twenty (120) Business Day Days after the date hereof, file or supply, or cause to request early termination of be filed or supplied in connection with the applicable waiting period transactions contemplated herein, all notifications and information required to supply promptly any additional information and documentary material that may be requested filed or supplied pursuant to the HSR Act. Each party hereto The Buyer acknowledges and agrees to make such other filings, as necessary, to consummate that it shall pay and shall be solely responsible for the Contemplated Transactions in accordance with this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination payment of any waiting periods all filing fees under the HSR Act and to obtain such other approvals ofAct. (b) Each of the parties hereto, as promptly as practicable, shall, and take such action with respect shall use reasonable best efforts to cause their respective Affiliates to, any Governmental Authoritymake, including the Federal Trade Commission or cause to be made, all filings and the Antitrust Division of the U.S. Department of Justicesubmissions (other than those contemplated by Section 6.3(a)) under laws, rules and regulations applicable to it, or to its Subsidiaries and Affiliates, as may be necessary required for it to consummate the Contemplated Transactionstransactions contemplated herein (including filings necessary to obtain the Section 19(b) Approval) and use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers (other than those contemplated by Section 6.3(a)) from all Persons and Governmental Authorities necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for it to consummate such transactions. Without limiting any of the representations, warranties or covenants set forth in this Agreement or the right to indemnification for any inaccuracy or breach of such representation, warranty or covenant pursuant to Article 9, the Buyer acknowledges that certain consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to contracts to which the Company or a Company Subsidiary is a party, such consents and waivers have not been and may not be obtained. Without limiting any of the representations, warranties or covenants set forth in this Agreement or the right to indemnification for any inaccuracy or breach of such representation, warranty or covenant pursuant to Article 9, the Buyer agrees that the Sellers and their respective Affiliates shall not have any liability to the Buyer arising out of or relating to the failure to obtain any consents or waivers from parties to contracts to which the Company or a Company Subsidiary is a party that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any such contract as a result thereof, and that no such failure or termination shall result in the failure of any condition set forth in Article 7; provided, however, provided that, notwithstanding anything the foregoing, prior to the contraryClosing, in no event the Sellers shall either ensure that, together with the Purchaser IP License Agreement, the Company and the Company Subsidiaries shall have all licenses or the Sellers, or any of their respective Affiliates, be required to (a) commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of their respective assets and/or businesses other approvals (including from third parties) required for this purposethe Company and the Company Subsidiaries to use T7 platform during the period contemplated by the IP License Agreement and that any expense to third parties for such licenses per annum during such period shall not exceed the amounts paid to such third parties during 2015, the Businessa good faith estimate of which is set forth on Schedule 6.3(d), or . (c) otherwise agree to any restrictions on the Business, the businesses of the Purchaser or its Affiliates or the Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the Contemplated Transactions under applicable Law. The parties hereto shall, and shall cause their respective Affiliates to, coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 6.13Sections 6.3(a) and 6.3(b). The parties hereto shall, and shall use cause their commercially reasonable efforts to respective Affiliates to, supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. (d) Notwithstanding anything to the contrary herein, the Buyer shall, and shall cause its Affiliates to, use its reasonable best efforts to take all actions and to obtain, or cause to be obtained, all authorizations, approvals and consents under applicable Antitrust Laws as may be required for it to consummate the transactions contemplated hereby; provided, however, that neither the Buyer nor any of its Subsidiaries shall be required to (i) propose, negotiate, commit to, and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets, properties or businesses of the Buyer, the Company or any of their respective Subsidiaries, or (ii) accept any operational restrictions or otherwise take or commit to take any actions that limit the Buyer’s or any of its Subsidiaries’ freedom of action with respect to, or its ability to retain, any of the assets, properties, licenses, rights, product lines, operations or businesses of the Buyer, the Company or any of their respective Subsidiaries. In the event that any litigation or other administrative or judicial action is commenced seeking to prevent, impede or delay the consummation of any of the transactions contemplated by this Agreement, each of the parties hereto shall cooperate with each other and use its respective reasonable best efforts to defend, contest and resist any such litigation, action or proceeding in order to avoid entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that may result from such litigation, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (e) Each party hereto shall promptly notify inform the other party parties of any material communication received from any Governmental Authority (including the Federal Trade Commission and shall provide the Department of Justice) regarding any of the transactions contemplated by this Agreement. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party with party, an opportunity to attend any meetings or telephone conferences appropriate response in compliance with such request. To the extent required pursuant to the immediately preceding sentence, the parties will provide truthful and accurate information and documentation to the applicable Governmental Authority; provided, that each party shall only be liable for the truth and accuracy of the information and documentation provided by such party and such party’s Affiliates. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry relating to the matters that are the subject of this Agreement unless it consults with the other parties in advance and, to the extent permitted by the such Governmental Authority, regarding gives the foregoing matters other parties the opportunity to attend and participate at such meeting. Buyer will advise the Company and the Sellers promptly in this Section 6.13. All filing fees respect of any understandings, undertakings or agreements (oral or written) which the Buyer proposes to make or enter into with any Governmental Authority (including the Federal Trade Commission and the Department of Justice) in connection with the transactions contemplated by this Agreement. (f) The Buyer shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of, or the expiration or termination of any applicable waiting period required filings pursuant by, any Governmental Authority necessary to this consummate the transactions contemplated hereby, in each case, where such consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate, order or expiration is necessary to satisfy a condition set forth in Section 6.13 7.1, (ii) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated hereby or (iii) materially delay the consummation of the transactions contemplated hereby. (g) Prior to the Closing, the Sellers shall be shared equally and shall cause the Company and the Company Subsidiaries to, and shall use their reasonable best efforts to cause its and their respective Representatives to, provide all reasonable cooperation that is necessary, customary or advisable and reasonably requested by the SellersBuyer to assist the Buyer in the arrangement of any third party financing for the purpose of financing the transactions contemplated hereby (the Financing), on including: (i) participating in meetings, presentations and due diligence sessions and (ii) assisting with the one handpreparation of materials for presentations, memoranda and similar documents required in connection with the PurchaserFinancing; provided, on however, that (x) nothing herein shall require such cooperation to the other handextent it would (A) unreasonably disrupt the conduct of the business of the Sellers the Company or any Company Subsidiary or (B) require the Sellers or any of their Subsidiaries to agree to pay any fees, reimburse any expenses or otherwise incur any cost or Liability prior to the Closing for which they are not promptly reimbursed or to give any indemnities and (y) any documentation executed by the Company of any of the Company Subsidiaries shall not become effective until the Closing.