Common use of Filings and Authorizations; Consummation Clause in Contracts

Filings and Authorizations; Consummation. (a) Subject to the terms and conditions of this Agreement, each party shall use its reasonable best efforts to 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 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 Notification and Report Form 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 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 or any other Antitrust Laws and use its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as possible, it being understood, however, that in no event shall the Buyer or the Company be required to: (1) divest any of its businesses or material assets that would represent greater than five percent (5%) of the revenue of the 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 transactions contemplated by this Agreement); or (2) take or agree to take any other action or agree to any other limitation or restriction that would be material and adverse to the Buyer and its Subsidiaries, taken as a whole, or that would materially and adversely impair the overall benefits expected to be realized from acquisition of the Business.

Filings and Authorizations; Consummation. (a) Subject to The Sellers and the terms and conditions of this Agreement, each party Purchaser shall use its their respective commercially reasonable best efforts to takepromptly obtain the authorizations, or cause consents, orders and approvals necessary for the performance of their obligations pursuant 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 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 pursuant to under 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 transactions contemplated hereby. Each party shall Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any Act. Each party hereto agrees to make such other Antitrust Laws 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 its their respective commercially reasonable best efforts to take all other actions necessary, proper or advisable to cause secure the expiration or termination of the applicable any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any other applicable Governmental Authority, including the Federal Trade Commission and the Antitrust Laws Division of the U.S. Department of Justice, as soon as possible, it being understoodmay be necessary to consummate the Contemplated Transactions; provided, however, that that, notwithstanding anything to the contrary, in no event shall either the Buyer Purchaser or the Company Sellers, or any of their respective Affiliates, be required to: to (1a) divest commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of its their respective assets and/or businesses (including for this purpose, the Business), or material assets that would represent greater than five percent (5%c) otherwise agree to any restrictions on the Business, the businesses of the revenue of Purchaser or its Affiliates or the 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 Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the transactions contemplated 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 this Agreement); or (2) take or agree to take any other action 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 agree to any other limitation or restriction that would be material and adverse telephone conferences with such Governmental Authority, to the Buyer 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 its Subsidiariesthe Purchaser, taken as a whole, or that would materially and adversely impair on the overall benefits expected to be realized from acquisition of the Businessother hand.

Filings and Authorizations; Consummation. (a) Subject to Parent and the terms Company shall, as promptly as practicable, but in no event later than five Business Days following the execution and conditions delivery of this Agreement, each submit all filings required by the HSR Act (the “HSR Filing”) to the United States Department of Justice, as appropriate and thereafter provide any supplemental information requested in connection therewith pursuant to the 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. 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 the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or other applicable antitrust regulation. Parent and the Company shall request early termination of the applicable waiting period under the HSR Act and any other applicable antitrust regulation. Parent and the Company shall promptly 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 (a) use its respective reasonable best efforts to takecomply as expeditiously as possible with all requests of any Governmental Authority for additional information and documents, including, without limitation, information or cause to be taken, all actions and to use its reasonable best efforts to do, documents requested under the HSR Act or cause to be done, all things necessary, proper other applicable antitrust regulation; (b) not (i) extend any waiting period under the HSR Act or advisable under any applicable Law antitrust regulation; or (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement. Each party hereto agrees to (i) promptly after the date hereof (and , except, in no event later than thirty (30) calendar days after the date hereof) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act in connection each case, with the transactions contemplated hereby prior consent of the other parties; and (iic) as promptly as practicable make cooperate with the other required filings pursuant to other Antitrust Laws with respect to the 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 or any other Antitrust Laws parties and use its reasonable best efforts to take all other actions necessarycontest and resist any action, proper including legislative, administrative or advisable judicial action, and to cause the expiration have vacated, lifted, reversed or termination of the applicable waiting periods under the HSR Act and overturned any other applicable Antitrust Laws as soon as possibleOrder (whether temporary, it being understoodpreliminary or permanent) that restricts, however, that in no event shall the Buyer prevents or the Company be required to: (1) divest any of its businesses or material assets that would represent greater than five percent (5%) of the revenue of the 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 prohibits the consummation of the transactions contemplated by this Agreement); or (2) take or agree to take any other action or agree to any other limitation or restriction that would be material . Parent and adverse to the Buyer and its Subsidiaries, taken as a whole, or that would materially and adversely impair the overall benefits expected to be realized from acquisition Company shall each pay one-half of the Businessfiling fees under the HSR Act.

Filings and Authorizations; Consummation. (a) Subject Each of the parties hereto shall prepare and file as promptly as reasonably practicable all documentation to the terms effect all necessary notices, reports and conditions of this Agreementother filings and to obtain as promptly as practicable all consents, each party shall use its reasonable best efforts to takeclearances, registrations, approvals, permits and authorizations necessary or cause advisable 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 obtained from any Governmental Authority under applicable Law Antitrust Laws in order to consummate the 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 be followed in the ordinary course by formal filings) pursuant 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 Notification and Report Form 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 transactions contemplated herebyby this Agreement as promptly as reasonably practicable and no later than ten (10) Business Days after the date of 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 reason related to COVID-19, the Company and the Buyer shall use their respective reasonable best efforts to make the applicable filing as promptly as reasonably practicable thereafter. Each party of the parties hereto shall supply promptly provide documents requested by any Governmental Authority to the extent reasonably necessary or advisable to obtain as promptly as practicable any additional information all consents, registrations, approvals, permits and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws and use its reasonable best efforts to take all other actions necessary, proper 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 the expiration or to be requested, early termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as possibleLaws, if applicable. The parties shall consider in good faith whether it being understood, however, that in no event shall the Buyer or the Company be required to: (1) divest any of its businesses or material assets that would represent greater than five percent (5%) of the revenue of the 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 transactions contemplated by this Agreement); or (2) take or agree to take any other action or agree to any other limitation or restriction that would be material worthwhile to request the Spanish Competition and adverse to the Buyer and its Subsidiaries, taken as a whole, or that would materially and adversely impair the overall benefits expected to be realized from acquisition of the Business.Markets authority (la

Filings and Authorizations; Consummation. (a) Subject to The Sellers, the terms Company, Sosnoff and conditions of this Agreement, each party the Buyer shall use its their respective reasonable best efforts to takeobtain the authorizations, or cause consents, Orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant 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 transactions contemplated by this Agreementeach Transaction Document. 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 pursuant to under 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 transactions contemplated hereby. Each party shall by this Agreement within ten Business Days after the date hereof, to request early termination of the applicable waiting period and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws Act. The Sellers, the Company, Sosnoff and the Buyer shall use its their respective reasonable best efforts to take all other actions necessary, proper or advisable to cause secure the expiration or termination of the applicable any waiting periods under the HSR Act and to obtain such other approvals of and take such action with respect to any other applicable Antitrust Laws Governmental Authority, as soon as possible, it being understoodmay be necessary to consummate the transactions contemplated by this Agreement; provided, however, that that, notwithstanding anything to the contrary, in no event shall the Buyer or the Company be required to: (1) divest any of its businesses Affiliates be required to (a) commence or material assets that would represent greater than five percent threaten to commence litigation; (5%b) agree to hold separate, divest, license or cause a third party to purchase, any of the revenue assets or businesses of the Buyer’s consolidated corporate group as , the Company or any of immediately subsequent their respective Affiliates; or (c) otherwise agree to any restrictions on the Closing for businesses of the immediately preceding (12-) twelve-month period (calculated on a pro forma basis giving effect Buyer, the Company or any of their respective Affiliates in connection with avoiding or eliminating any restrictions to the consummation of the transactions contemplated by this Agreement); Agreement under any applicable Law or (2) take or agree Order. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to take each other and in making the filings and requests referred to in this Section 8.6. The parties hereto shall use commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other action or agree to party hereto in connection with the foregoing. The Buyer shall timely pay all fees in connection with any other limitation or restriction that would be material and adverse filings pursuant to the Buyer and its Subsidiaries, taken as a whole, or that would materially and adversely impair the overall benefits expected to be realized from acquisition of the BusinessHSR Act.

Filings and Authorizations; Consummation. (a) Subject to the terms The Company, Parent and conditions of this Agreement, each party Merger Sub shall use its their respective commercially reasonable best efforts to takeobtain, or cause its respective Affiliates to be takenobtain, all actions the authorizations, consents, orders and to use its reasonable best efforts to doapprovals necessary for their execution and delivery of, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and the transactions contemplated by performance of their obligations pursuant this Agreement. Each party hereto agrees The Company, Parent and Merger Sub agree, if applicable, 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 pursuant to under 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 transactions contemplated hereby. Each party shall by this Agreement within five (5) Business Days after the date hereof, to request early termination of the applicable waiting period and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Parent shall pay all HSR Act or filing fees relating to Parent and the Company (but, for avoidance of doubt, excluding any other Antitrust Laws such fees relating to any of their respective Affiliates). The Company, Parent and Merger Sub shall use its their respective commercially reasonable best efforts to take all other actions necessary, proper or advisable to cause secure the expiration or termination of the applicable 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 applicable Antitrust Laws Governmental Body, as soon as possible, it being understoodmay be necessary to consummate the transactions contemplated by this Agreement; provided, however, that that, notwithstanding anything to the contrary, in no event shall the Buyer Parent or the Company be required to: (1) divest any of its businesses Affiliates be required to (a) commence or material assets that would represent greater than five percent threaten to commence litigation; (5%b) agree to hold separate, divest, license or cause a third party to purchase, any of the revenue assets or businesses of Parent, the Buyer’s consolidated corporate group as Company or any of immediately subsequent their respective Affiliates; or (c) otherwise agree to any restrictions on the Closing for businesses of Parent, the immediately preceding (12-) twelve-month period (calculated on a pro forma basis giving effect Company or any of their respective Affiliates in connection with avoiding or eliminating any restrictions to the consummation of the transactions contemplated hereby or under any applicable Legal 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 4.10. The parties hereto shall use commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by this Agreement); or (2) take or agree to take any other action or agree to any other limitation or restriction that would be material and adverse to party hereto in connection with the Buyer and its Subsidiaries, taken as a whole, or that would materially and adversely impair the overall benefits expected to be realized from acquisition of the Businessforegoing.

Filings and Authorizations; Consummation. (a) Subject Prior to the terms Closing Date, the Seller and conditions of this Agreement, each party the Buyer shall use its their respective commercially reasonable best efforts to takeobtain, or cause their respective Affiliates to be takenobtain, all actions the authorizations, consents, Orders and approvals necessary for the execution and delivery of, and the performance of their respective obligations pursuant to use its reasonable best efforts each Transaction Document. The parties have previously filed a Pre-Merger Notification and Report Form under the HSR Act with respect to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this AgreementContemplated Transactions. Each party hereto agrees to (i) supply 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 Notification and Report Form 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 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 or any other Antitrust Laws Act. The Seller and the Buyer shall use its their respective commercially reasonable best efforts to obtain such other approvals of, and take all other actions necessarysuch action with respect to, proper or advisable any Governmental Authority, as may be necessary to cause consummate the expiration or termination of Contemplated Transactions; except that, notwithstanding anything to the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as possiblecontrary, it being understood, however, that in no event shall the Buyer or the Company be required to: (1) divest any of its businesses Affiliates be required to (a) commence or material assets that would represent greater than five percent threaten to commence litigation; (5%b) agree to hold separate, divest, license or cause a third party to purchase, any of the revenue assets or businesses of the Buyer’s consolidated corporate group as Buyer or any of immediately subsequent its Affiliates; (c) make any payment in excess of usual and customary filing fees or (d) otherwise agree to any restrictions on the Closing for businesses of the immediately preceding (12-) twelve-month period (calculated on a pro forma basis giving effect Buyer or any of its Affiliates in connection with avoiding or eliminating any restrictions to the consummation of the transactions contemplated Contemplated Transactions under any applicable Law 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 7.6. The parties hereto shall use commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Notwithstanding anything in this Agreement); 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 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 (2) take any actions, consents, undertakings, approvals, or agree 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 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 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 action actions challenging, the consummation of the Contemplated Transactions. The Seller shall not, and shall 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 agree other matters related to any other limitation this Agreement or restriction that would be material and adverse the Contemplated Transactions unless the Seller consults with the Buyer in advance and, to the extent permitted by such Governmental Authority, gives the Buyer the opportunity to attend and its Subsidiaries, taken as a whole, or that would materially and adversely impair lead the overall benefits expected to be realized from acquisition of the Businessdiscussions at such meeting.

Filings and Authorizations; Consummation. (a) Subject Prior to the terms Closing Date, the Seller and conditions of this Agreement, each party the Buyer shall use its their respective commercially reasonable best efforts to takeobtain, or cause their respective Affiliates to be takenobtain, all actions the authorizations, consents, Orders and approvals necessary for the execution and delivery of, and the performance of their respective obligations pursuant to use its reasonable best efforts each Transaction Document. The parties have previously filed a Pre-Merger Notification and Report Form under the HSR Act with respect to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this AgreementContemplated Transactions. Each party hereto agrees to (i) supply 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 Notification and Report Form 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 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 or any other Antitrust Laws Act. The Seller and the Buyer shall use its their respective commercially reasonable best efforts to obtain such other approvals of, and take all other actions necessarysuch action with respect to, proper or advisable any Governmental Authority, as may be necessary to cause consummate the expiration or termination of Contemplated Transactions; except that, notwithstanding anything to the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as possiblecontrary, it being understood, however, that in no event shall the Buyer or the Company be required to: (1) divest any of its businesses Affiliates be required to (a) commence or material assets that would represent greater than five percent threaten to commence litigation; (5%b) agree to hold separate, divest, license or cause a third party to purchase, any of the revenue assets or businesses of the Buyer’s consolidated corporate group as Buyer or any of immediately subsequent its Affiliates; (c) make any payment in excess of usual and customary filing fees or (d) otherwise agree to any restrictions on the Closing for businesses of the immediately preceding (12-) twelve-month period (calculated on a pro forma basis giving effect Buyer or any of its Affiliates in connection with avoiding or eliminating any restrictions to the consummation of the transactions contemplated Contemplated Transactions under any applicable Law 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 7.6. The parties hereto shall use commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing. Notwithstanding anything in this Agreement); 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 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 (2) take any actions, consents, undertakings, approvals, or agree 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 actions challenging, the consummation of the Contemplated Transactions. At the Buyer’s request, the Seller agrees to take any other action or agree to any other limitation or restriction all actions that would be material and adverse to the Buyer reasonably deems prudent in order to obtain any actions, consents, undertakings, approvals or waivers by or from any Governmental Authority for or in connection with, and its Subsidiariesto assist the Buyer in litigating or otherwise contesting any objections to or proceedings or other actions challenging, taken as a whole, or that would materially and adversely impair the overall benefits expected to be realized from acquisition consummation of the Business.the

Filings and Authorizations; Consummation. (a) Subject to Except as otherwise provided in the terms first sentence of Section 6.23, the Company, the Buyer and conditions of this Agreement, each party Merger Sub shall use its their respective commercially reasonable best efforts to takeobtain, or cause its respective Affiliates to be takenobtain, all actions the authorizations, consents, Orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to use its reasonable best efforts each Transaction Document to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreementwhich they are a party. Each party hereto agrees agrees, if applicable, 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 pursuant to under 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 transactions contemplated hereby. Each party shall by this Agreement within five (5) Business Days after the date hereof, to request early termination of the applicable waiting period and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. The Buyer shall pay all HSR Act or filing fees relating to the Buyer and the Company (but, for avoidance of doubt, excluding any other Antitrust Laws such fees relating to any of their Affiliates); provided, however, that (x) as per clause (f) of the definition of Transaction Expenses, the Aggregate Exchange Buyer Series A Preferred Stock shall be reduced by 50% of such amounts so paid by the Buyer and (y) in 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 Buyer. The Company, the Buyer and Merger Sub shall use its their respective commercially reasonable best efforts to take all other actions necessary, proper or advisable to cause secure the expiration or termination of the applicable 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 applicable Antitrust Laws Governmental Authority, as soon as possible, it being understoodmay be necessary to consummate the Contemplated Transactions; provided, however, that that, notwithstanding anything to the contrary, in no event shall the Buyer or the Company be required to: (1) divest any of its businesses Affiliates be required to (a) commence or material assets that would represent greater than five percent threaten to commence litigation; (5%b) agree to hold separate, divest, license or cause a third party to purchase, any of the revenue assets or businesses of the Buyer’s consolidated corporate group as , the Company or any of immediately subsequent their respective Affiliates; or (c) otherwise agree to any restrictions on the Closing for businesses of the immediately preceding (12-) twelve-month period (calculated on a pro forma basis giving effect Buyer, the Company or any of their respective Affiliates in connection with avoiding or eliminating any restrictions to the consummation of the transactions contemplated Contemplated Transactions under any applicable Law 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 6.5. The parties hereto shall use commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by this Agreement); or (2) take or agree to take any other action party hereto in connection with the foregoing. The Company shall pay all fees, costs and expenses or agree to payments (other than filing fees required in connection with any other limitation “change of ownership or restriction that would control” for purposes of Medicare and Medicaid certification, which shall be material and adverse to paid by the Buyer and its Subsidiaries, taken as a whole, or that would materially and adversely impair Buyer) resulting from the overall benefits expected to be realized from acquisition change of control of the BusinessCompany or any of its Subsidiaries or otherwise payable in connection with receipt of any consent or approval in connection with the Contemplated Transactions.

Filings and Authorizations; Consummation. (a) Subject to The Sellers and the terms and conditions of this Agreement, each party Purchaser shall use its their respective commercially reasonable best efforts to takepromptly obtain the authorizations, or cause consents, orders and approvals necessary for the performance of their obligations pursuant 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 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 pursuant to under 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 transactions contemplated hereby. Each party shall Contemplated Transactions within one (1) Business Day after the date hereof, to request early termination of the applicable waiting period and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any Act. Each party hereto agrees to make such other Antitrust Laws 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 its their respective commercially reasonable best efforts to take all other actions necessary, proper or advisable to cause secure the expiration or termination of the applicable any waiting periods under the HSR Act and to obtain such other approvals of, and take such action with respect to, any other applicable Governmental Authority, including the Federal Trade Commission and the Antitrust Laws Division of the U.S. Department of Justice, as soon as possible, it being understoodmay be necessary to consummate the Contemplated Transactions; provided, however, that that, notwithstanding anything to the contrary, in no event shall either the Buyer Purchaser or the Company Sellers, or any of their respective Affiliates, be required to: to (1a) divest commence or threaten to commence any Action, (b) agree to hold separate, divest, license or cause a third party to purchase, any of its their respective assets and/or businesses (including for this purpose, 69 the Business), or material assets that would represent greater than five percent (5%c) otherwise agree to any restrictions on the Business, the businesses of the revenue of Purchaser or its Affiliates or the 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 Sellers’ Other Businesses in connection with avoiding or eliminating any objections to the consummation of the transactions contemplated 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 this Agreement); or (2) take or agree to take any other action 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 agree to any other limitation or restriction that would be material and adverse telephone conferences with such Governmental Authority, to the Buyer 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 its Subsidiariesthe Purchaser, taken as a whole, or that would materially and adversely impair on the overall benefits expected to be realized from acquisition of the Businessother hand.

Filings and Authorizations; Consummation. (a) Subject to the terms and conditions of this Agreement, each party the Sellers, the Company and the Buyer shall use its their respective commercially reasonable best efforts (which shall not require any Seller, the Company or the Buyer to 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 actions action and to use its reasonable best efforts 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 and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to each Transaction Document and to consummate the transactions contemplated by Contemplated Transactions as soon as practicable after the execution of this Agreement. Each party hereto agrees to , including (i) promptly after the date hereof (making any required submissions and in no event later than thirty (30) calendar days after the date hereof) make an appropriate filing of a Notification and Report Form 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 under applicable Competition Laws with respect to the transactions contemplated hereby. Each party shall supply as Contemplated Transactions, (ii) promptly as practicable any additional furnishing information required in connection with such submissions and documentary material that may be requested pursuant filing under such Competition Laws, (iii) keeping the other parties reasonably informed with respect to the HSR Act 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 other Antitrust 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 use its reasonable best efforts (D) the nature and status of any objections raised or proposed or threatened to take 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 necessary, proper or advisable to cause consummate the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws Contemplated Transaction as soon as possiblepracticable (whether or not such approvals, it being understoodconsents, howeverwaivers, that in no event shall the Buyer or the Company be required to: (1) divest any of its businesses or material assets that would represent greater than five percent (5%) of the revenue of the 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 registrations, permits, authorizations and other confirmations are conditions to the consummation of the transactions contemplated by this AgreementContemplated Transactions pursuant to Article IX and Article X); or , and (2v) take or agree supplying the other parties with any information that may be reasonably required in order to take any other action or agree to any other limitation or restriction that would be material and adverse to effectuate the Buyer and its Subsidiaries, taken as a whole, or that would materially and adversely impair the overall benefits expected to be realized from acquisition taking of the Businesssuch actions.

Filings and Authorizations; Consummation. Parent, Merger Sub and Principal Equity Holders shall, as promptly as practicable, but in no event later than June 7, 2011, submit all filings required by the HSR Act (the “HSR Filing”) to the United States Department of Justice, as appropriate, and thereafter provide any supplemental information requested in connection therewith pursuant to the HSR 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 under the HSR Act. Parent, Merger Sub and Company shall promptly inform the other party and Representative of any material communication received by such party from any Governmental Entity in respect of the HSR Filing. Each of Parent, Merger Sub, Principal Equity Holders and Company shall use its respective commercially reasonable efforts (a) Subject to comply as expeditiously as possible with all requests of any Governmental Entity for additional information and documents, including, without limitation, information or documents requested under the terms and conditions of this Agreement, each party shall use its reasonable best efforts HSR Act; (b) not to take(i) extend any waiting period under the HSR Act, 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 (ii) enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement. Each party hereto agrees to (i) promptly after the date hereof (and , except, in no event later than thirty (30) calendar days after the date hereof) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act in connection each case, with the transactions contemplated hereby prior written consent of the other parties; and (iic) as promptly as practicable make cooperate with the other required filings pursuant to other Antitrust Laws with respect to the 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 or any other Antitrust Laws parties and use its commercially reasonable best efforts to take all other actions necessarycontest and resist any action, proper including legislative, administrative or advisable judicial action, and to cause the expiration have vacated, lifted, reversed or termination of the applicable waiting periods under the HSR Act and overturned any other applicable Antitrust Laws as soon as possibleaward, it being understooddecision, howeverjudgment, injunction, order, ruling subpoena, or verdict entered, issued, made or rendered by any Governmental Entity (whether temporary, preliminary or permanent) that in no event shall the Buyer restricts, prevents or the Company be required to: (1) divest any of its businesses or material assets that would represent greater than five percent (5%) of the revenue of the 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 prohibits the consummation of the transactions contemplated by this Agreement); or (2) take or . Parent and Merger Sub acknowledge and agree to take any other action or agree to any other limitation or restriction that would they shall pay and shall be material and adverse to solely responsible for the Buyer and its Subsidiaries, taken as a whole, or that would materially and adversely impair payment of all filing fees in connection with the overall benefits expected to be realized from acquisition of the BusinessHSR Filing.