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 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-Xxxxxx, 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-Xxxxxx with respect to the transactions expressly contemplated by this Agreement (the “Exon-Xxxxxx 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-Xxxxxx 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. 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 (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 Xxxxxxx Act, as amended, the Xxxxxxx 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) 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 Sxxxxxx Act, as amended, the Cxxxxxx 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. (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.