Common use of Filings and Authorizations Clause in Contracts

Filings and Authorizations. (a) The Parties will, as promptly as practicable but in any event within 20 days of the date of this Agreement (unless otherwise mutually agreed), make, or cause to be made, all filings and applications with, and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. (a1) The Parties willEach of the Parties, as promptly as practicable but in any event within 20 days of after the date execution of this Agreement Agreement, shall (unless otherwise mutually agreed), i) make, or cause to be made, all material filings and applications withsubmissions under all material Laws applicable to it, and give all notices and submissions to, Governmental Authorities that are necessary required for it to consummate the lawful completion purchase and sale of the Contemplated Transactions contemplated by Purchased Interest in accordance with the terms of this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by it in order to consummate such transfer, and the Purchaser and the Seller will (iii) use their its commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and take, or cause to be taken, all other filings actions necessary, proper or responses advisable in order for it to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use fulfil its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of obligations under this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated TransactionsAgreement. (c2) Neither Party will provide The Purchaser shall be responsible for all filing fees under any substantive oral nor written representations, statements, information, remedy proposals such other Laws or other filings regulations applicable to the Commissioner without first giving the transactions contemplated under this Agreement, including any required filings in Canada or any other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissionerjurisdiction. (d3) Subject to compliance at all times with Applicable Law Each of the Sellers and the other provisions of this Agreement Purchaser will use its reasonable best efforts to satisfy all requests for additional information and documentation received under or pursuant to information being competitively sensitiveall filings, submissions, and the Purchaser applicable legislation and Seller any orders or requests made by any Governmental Entity under such legislation. (4) The Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with thisthis Section 5.7 including providing each other with advanced copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity. To the extent that any information or documentation to be provided by the Sellers to the Purchaser pursuant to this Section 5.7 is competitively sensitive, such information may be provided only to external counsel for the Purchaser on an external counsel only basis. (5) Despite Section 5.7(1) and Section 5.7(4) above, the Purchaser is under no obligation to (i) negotiate or agree to the sale, divestiture or disposition by the Purchaser of its or its Affiliates’ assets, properties or businesses or any Purchased Company’s assets, properties or businesses, (ii) negotiate or agree to any form of behavioural remedy including an interim or permanent hold separate order, or any form of undertakings or other restrictions on its or its Affiliates’ assets, properties or businesses or any Purchased Company or any of its assets, properties or businesses, or (iii) take any steps or actions that would, in the sole discretion of the Purchaser, affect the Purchaser’s right to own, use or exploit either the Assets or any of the Purchaser’s assets, unless, in each of clause (i), (ii) or (iii), such action relates to an immaterial portion of the Purchaser’s or its Affiliates’ assets, properties or business or any Purchased Company’s assets, properties or businesses and such action would not cause a material adverse effect on the Purchaser, its Affiliates or their respective businesses, in each case in the Purchaser’s sole reasonable discretion.

Filings and Authorizations. (a) The Parties willEach of the Parties, as promptly as practicable but in any event within 20 days of after the date execution of this Agreement Agreement, will (unless otherwise mutually agreed), i) make, or cause to be made, all such filings and applications withsubmissions under all Laws applicable to it, as may be required for it to consummate the purchase and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion sale of the Contemplated Transactions contemplated by Assets Sold in accordance with the terms of this Agreement, including any filing required under the Xxxx-Xxxxx-Xxxxxx Act, the Investment Canada Act, the Bank Act (iCanada) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; Act (Canada), (ii) the Purchaser filing an application for TSX Approval with the TSX; and use its Commercially Reasonable Efforts to obtain, or cause to be obtained, all Authorizations required to be obtained by it in order to consummate such transfer, (iii) use its Commercially Reasonable Efforts to take, or cause to be taken, all other actions which are reasonably necessary in order for it to fulfill its obligations under this Agreement, and (iv) use its Commercially Reasonable Efforts to obtain approval from OSFI for the Purchaser filing processing of data relating to the Merchant Business in the United States. The Parties will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each in connection with the foregoing including, without limitation, providing each other with all notices and information supplied to or filed with any Governmental Entity (except for notices and information which the Seller or the Purchaser, in each case acting reasonably, considers highly confidential and sensitive which may be filed on a written submission concerning confidential basis), and all notices and correspondence received from any Governmental Entity. The Parties waive compliance with the competitive effects of the Contemplated Transactions Bulk Sales Act (Ontario) and requesting that the Commissioner issue an ARCany other similar bulk sales Laws. (b) The Purchaser will use its commercially reasonable efforts and, to obtain TSX Approval the extent required by applicable Law, the Seller shall file on a confidential basis with respect to the transaction contemplated by this Agreement, (i) within 25 days of this date, an application for review or notification (as applicable) pursuant to and in compliance with the Investment Canada Act, (ii) within 25 days of this date, an application for an advance ruling certification or a pre-merger notification pursuant to and in compliance with the Competition Act, and (iii) in each case, shall promptly furnish any additional information requested of it under such Acts. The Seller shall provide the Purchaser and at its request with all information that the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party has in preparing the submissions referenced in Section 5.5(a) and all other filings its possession or responses to questions under its direction or requests from the Commissioner, Governmental Authorities control that may be required or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), useful in connection with the Contemplated Transactionsapplication or the notifications. The Purchaser shall keep the Seller reasonably informed as to the status of the proceedings related to the above applications and notifications, but the Purchaser and/or shall be under no obligation to deliver to the Seller copies of (i) any notices or information supplied or filed by the Purchaser under the Acts or any correspondence with the officials under the Acts, or (ii) any information relating to the Purchaser or its activities whether of a confidential nature or in the public domain; provided, however, that the Purchaser shall provide the Seller with copies of the applications and notifications, in draft form and containing only information relating to the Seller in order for the Seller to confirm that such information is consistent with information previously given to the Purchaser by the Seller, as applicable, shall use its respective commercially reasonable efforts . The Purchaser will agree to respond provide any undertakings or abide by any conditions required to obtain any Investment Canada Act approval or in order that the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of officials under the Competition Act not oppose or in accordance with threaten to oppose the SIR or Section 11 Order. In purchases of the event that the Commissioner disputes the adequacy of compliance by Assets Sold, which are not materially adverse to the Purchaser and/or or the Seller, as applicable, with respect to a SIR or Section 11 Order, Merchant Business in the opinion of the Purchaser and/or the Selleracting reasonably. The Purchaser will use its Commercially Reasonable Efforts to keep confidential all notices, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statementsapplications, information or other filings to the Commissionerand correspondence contemplated by this Section 9.4(b). (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. (a) The Parties parties hereto will, as promptly as practicable but practicable, and in any event within 20 days the case of filings under the HSR Act no later than five Business Days after the date of this Agreement (unless otherwise mutually agreed)Agreement, make, make or cause to be made, made all such filings and applications with, and give all notices and submissions to, Governmental Authorities that are necessary for under Laws applicable to them or their Affiliates as may be required to consummate the lawful completion terms of the Contemplated Transactions contemplated by this Agreement, including (i) all notifications and information to be filed or supplied pursuant to the Purchaser HSR Act. The parties hereto shall also provide as promptly as possible full responses to any requests for additional information made of them under the HSR Act. Any such filings, including any supplemental information and requests for additional information under the HSR 00 00 Xct, will be in substantial compliance with the requirements of the applicable Law. Each of AlliedSignal and Buyer, on the one hand, and Parent and Sellers, on the other hand, 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 which is necessary under the HSR Act. Parent, Sellers, AlliedSignal and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Entity, including the FTC and the Seller filing Antitrust Division, and shall comply promptly with the Commissioner a notification under Part IX any such inquiry or request. Each of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; Parent and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will AlliedSignal shall use its commercially reasonable efforts to obtain TSX Approval any clearance required under the HSR Act for the purchase and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality sale of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or Purchased Assets in accordance with the SIR terms and conditions hereof. Nothing contained in this Agreement, including under this Section 4.3 and Sections 4.8 and 4.13, will require or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Orderobligate (a) Parent, the Purchaser and/or Companies, AlliedSignal, Buyer or their respective Affiliates to initiate, pursue or defend any litigation to which any Governmental Entity (including the SellerAntitrust Division and the FTC) is a party or (b) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any limitations on (x) the right of AlliedSignal, Buyer or their respective Affiliates effectively to control or operate the Business, (y) the right of AlliedSignal, Buyer or their respective Affiliates to acquire or hold the Business, or (z) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any portion of the Acquired Assets, or (ii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, Assets or operations of AlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Parent, Sellers, AlliedSignal or Buyer contained in this Agreement shall be breached or deemed breached as applicable, shall endeavour a result of the failure by any party hereto or any of its Affiliates to satisfy take any of the Commissioner as soon as possible so as to minimize any delay actions specified in the conduct or resolution of the Commissioner’s review of the Contemplated Transactionspreceding sentence. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. (a) The Parties parties hereto will, as promptly as practicable but practicable, and in any event within 20 days the case of filings under the HSR Act no later than five Business Days after the date of this Agreement (unless otherwise mutually agreed)Agreement, make, make or cause to be made, made all such filings and applications with, and give all notices and submissions to, Governmental Authorities that are necessary for under Laws applicable to them or their Affiliates as may be required to consummate the lawful completion terms of the Contemplated Transactions contemplated by this Agreement, including (i) all notifications and information to be filed or supplied pursuant to the Purchaser HSR Act. The parties hereto shall also provide as promptly as possible full responses to any requests for additional information made of them under the HSR Act. Any such filings, including any supplemental information and requests for additional information under the HSR Act, will be in substantial compliance with the requirements of the applicable Law. Each of AlliedSignal and Buyer, on the one hand, and Parent and Sellers, on the other hand, 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 which is necessary under the HSR Act. Parent, Sellers, AlliedSignal and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Entity, including the FTC and the Seller filing Antitrust Division, and shall comply promptly with the Commissioner a notification under Part IX any such inquiry or request. Each of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; Parent and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will AlliedSignal shall use its commercially reasonable efforts to obtain TSX Approval any clearance required under the HSR Act for the purchase and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality sale of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or Purchased Assets in accordance with the SIR terms and conditions hereof. Nothing contained in this Agreement, including under this Section 4.3 and Sections 4.8 and 4.13, will require or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Orderobligate (a) Parent, the Purchaser and/or Companies, AlliedSignal, Buyer or their respective Affiliates to initiate, pursue or defend any litigation to which any Governmental Entity (including the SellerAntitrust Division and the FTC) is a party or (b) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any limitations on (x) the right of AlliedSignal, Buyer or their respective Affiliates effectively to control or operate the Business, (y) the right of AlliedSignal, Buyer or their respective Affiliates to acquire or hold the Business, or (z) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any portion of the Acquired Assets, or (ii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, Assets or operations of AlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Parent, Sellers, AlliedSignal or Buyer contained in this Agreement shall be breached or deemed breached as applicable, shall endeavour a result of the failure by any party hereto or any of its Affiliates to satisfy take any of the Commissioner as soon as possible so as to minimize any delay actions specified in the conduct or resolution of the Commissioner’s review of the Contemplated Transactionspreceding sentence. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. (a) The Parties willCompany and the Purchaser shall, as promptly as practicable but following the execution and delivery of this Agreement, file or supply, or cause to be filed or supplied, all notifications, reports and other information required to be filed or supplied pursuant to the HSR Act and applicable state insurance laws in any event within 20 days connection with the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (w) take promptly all actions necessary to make the filings required of the Purchaser and the Company or their affiliates under the HSR Act, (x) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, (y) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (unless otherwise mutually agreed)z) request early termination of the waiting period under the HSR Act. Each of the Company and the Purchaser will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and applications with, submissions as may be required to consummate the Merger and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion other transactions contemplated hereby in accordance with the terms of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained in order to consummate such transfer and such transactions, and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts take, or cause to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and be taken, all other filings actions necessary, proper or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, advisable in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its fulfill their respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactionsobligations hereunder. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. (a) The Parties will, as promptly as practicable but in any event within 20 No later than sixty (60) days of after the date of this Agreement hereof (unless otherwise mutually agreedthirty (30) days with respect to the Form A filing in Pennsylvania), makePurchaser will file or supply, or cause to be madefiled or supplied, all filings applications, notifications and applications withinformation required to be filed or supplied pursuant to applicable law, and give all notices and submissions to, Governmental Authorities that are necessary for rule or regulation in connection with the lawful completion consummation of the Contemplated Transactions transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing including, without limitation, filings with the Commissioner a notification under Part IX offices of the Competition Act; (ii) Pennsylvania Department of Insurance with respect to the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects change of control of the Contemplated Transactions Company and requesting that any actions contemplated by Section 2.3, and will diligently pursue commercially reasonable efforts to procure such consents following the Commissioner issue an ARCsubmission of such filings. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and governmental authorities other than those listed in clause (a) above necessary to be obtained by it in order for it so to consummate the Purchaser transactions contemplated by this Agreement, including, without limitation, obtaining the Consents, and the Seller will use their its commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and take, or cause to be taken, all other filings actions necessary, proper or responses advisable in order for it to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use fulfill its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactionsobligations hereunder. (c) Neither Party will provide any substantive oral nor written representationsWith respect to clause (a) above, statementsand clause (b) above to the extent relating to approvals, informationconsents or waivers from governmental authorities, remedy proposals or other all fees and expenses (excluding legal fees and expenses) incurred as a result of filings to be made thereunder shall be borne equally by the Commissioner without first giving the other a reasonable opportunity Parties. With respect to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings clause (b) above to the Commissioner. (d) Subject extent not relating to compliance at approvals, consents or waivers from governmental authorities, all times with Applicable Law fees and expenses incurred as a result of all authorizations, approvals, consents and waivers to be obtained or made thereunder shall be paid by the other provisions of this Agreement Party required to obtain such approval. Seller and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 and supplying such reasonable assistance that is as may be reasonably requested by the other each in connection with thisthe foregoing. Each party shall have the right to provide comments on and review any such applications, notifications and information including, but not limited to, Form A filings, proposed to be filed or supplied by the other party and, if such party elects to exercise such right, to complete such review within a reasonable period of time before the other party may file or supply any such applications, notifications or information.

Filings and Authorizations. Each of Seller and Purchaser will no later than twenty (a20) The Parties will, as promptly as practicable but in any event within 20 days of after the date of this Agreement hereof (unless otherwise mutually agreed), makei) file or supply, or cause to be madefiled or supplied, all filings applications, notifications and applications withinformation required to be filed or supplied by it and, and give all notices and submissions toin the case of Seller, Governmental Authorities that are necessary for required to be filed by the lawful completion Company, pursuant to applicable law, rule or regulation in connection with the consummation of the Contemplated Transactions transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing including, without limitation, filings with the Commissioner a notification under Part IX offices of the Competition Act; Ohio Department of Insurance with respect to the change of control of the Company, (ii) 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, and in the Purchaser filing an application case of Seller, necessary to be obtained by the Company, in order for TSX Approval with it to consummate the TSX; transactions contemplated by this Agreement, including, without limitation, obtaining the Consents, and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions use its reasonable best efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its obligations hereunder. Seller and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 and supplying such reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and assistance as may be reasonably requested by each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, foregoing. Each Party's legal advisors shall have the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts right to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to provide comments on and review any such SIR or Section 11 Order by providing a response that it in good faith believes applications, notifications and information including, but not limited to, Form A filings, proposed to be in compliance with the terms of the SIR filed or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested supplied by the other party and, if such party elects to exercise such right, to have its legal advisors complete such review within a reasonable period of time before the other party may file or supply any such applications, notifications or information. Each Party agrees to hold in connection with thisstrict confidence all such information and forms (including the Form A) which is reviewed by such Party's legal advisors and not to utilize any such information for any purpose other than as specified in this Section 5.2.

Filings and Authorizations. (a) The Parties will, as promptly as practicable but In furtherance and not in any event within 20 days limitation of Section 5.4: (i) each party agrees to use its commercially reasonable efforts (x) to file or cause to be filed a Notification and Report Form pursuant to the HSR Act no later than 10 Business Days after the date of this Agreement (unless otherwise mutually agreed), make, or cause to be made, all and any other required regulatory filings and applications with, and give all notices and submissions to, with any other Governmental Authorities that are necessary for Authority as promptly as practicable following the lawful completion execution of the Contemplated Transactions contemplated by this Agreement, including and (iy) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Purchaser HSR Act or by any Governmental Authority and to take such other commercially reasonable actions as may be necessary to cause the Seller filing with the Commissioner a notification under Part IX expiration or termination of the Competition Actapplicable waiting periods under the HSR Act as soon as practicable; and (ii) within 10 Business Days following the Purchaser filing an application for TSX Approval execution of this Agreement, Buyers and/or Navarre shall use commercially reasonable efforts to file with the TSX; and (iii) the Purchaser filing SEC such documents or amendments that they deem reasonably necessary to register for sale shares of its common stock to pay a written submission concerning the competitive effects portion of the Contemplated Transactions Purchase Price and requesting that Buyers and/or Navarre shall use commercially reasonable efforts to supply as promptly as practicable any additional information requested by the Commissioner issue an ARCSEC and respond to any comments from the SEC. (b) The Purchaser will Each of the parties hereto shall, in connection with the efforts referenced in Section 5.5(a) to obtain all requisite approvals and authorizations for the transactions contemplated hereby under the HSR Act, any Antitrust Laws, the Securities Act or any other applicable Law, use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and (i) cooperate in all respects with each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; and (ii) keep the Contemplated Transactionsother parties informed in all material respects of any material communication received by such party from, or given by such party to, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provisionFederal Trade Commission, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms Antitrust Division of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 Department of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 OrderJustice, the Purchaser and/or SEC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactionstransactions contemplated hereby. (c) Neither Party will provide any substantive oral nor written representationsIn furtherance and not in limitation of the covenants of the parties contained in Sections 5.5(a) and (b), statementseach of the parties hereto shall use its commercially reasonable efforts to resolve such objections, informationif any, remedy proposals or other filings as may be asserted with respect to the Commissioner without first giving transactions contemplated hereby under any Antitrust Law; provided, however, that the foregoing shall not require any party to agree to any asset divestiture or restriction on its or its Subsidiaries’ or Affiliates’ or either Company’s business operations or any other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings conditions to the Commissionerissuance of any consent or approval under any Antitrust Law. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. (a) The Parties willCompany and the -------------------------- Purchaser shall, as promptly as practicable but following the execution and delivery of this Agreement, file or supply, or cause to be filed or supplied, all notifications, reports and other information required to be filed or supplied pursuant to the HSR Act and applicable state insurance laws in any event within 20 days connection with the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of the Purchaser and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the --- "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the ------------------ other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of the Company and the Purchaser will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (unless otherwise mutually agreed), i) make, or cause to be made, all such other filings and applications withsubmissions, as may be required to consummate the Merger and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion other transactions contemplated hereby in accordance with the terms of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained in order to consummate such transfer and such transactions and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts take, or cause to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and be taken, all other filings actions necessary, proper or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, advisable in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its fulfill their respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactionsobligations hereunder. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. (a1) The Parties willEach of Zellers and Target Canada, as promptly as practicable but in any event within 20 days of after the date of this Agreement (unless otherwise mutually agreed)Execution Date, will use its commercially reasonable efforts to make, or cause to be made, all filings and applications with, and give all notices and submissions to, and obtain all Authorizations from, Governmental Authorities Entities that are necessary and desirable for the lawful completion of the Contemplated Transactions contemplated by assignment of the Subject Leases to Target Canada or applicable Designee or Designees and where the failure to do so would have a material adverse effect on the business of Target Canada, after the First Tranche Closing Date, taken as a whole. Target Canada will pay all filing fees incurred in connection with any such required Authorization, including Competition Act Approval. (2) Notwithstanding any other provision in this Agreement, including (i) the Purchaser Target will take and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts cause Target Canada to take all actions necessary to obtain TSX Approval as expeditiously as possible (and in any event so as to permit the Purchaser and the Seller will use their commercially reasonable efforts First Tranche Closing Date to obtain the occur as soon as possible), at its own expense, all Authorizations (including Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(aApproval) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), required in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms lawful assignment of the SIR Subject Leases to Target Canada or Section 11 Order applicable Designee or Designees, including negotiating and effecting by certifying such compliance pursuant to section 118 consent agreement or order, hold separate arrangement, undertakings or any form of the Competition Act behavioural remedy or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactionscommitment. (c3) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller The Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with thisthis Section 7.3(3) and Section 7.3(2) including providing each other with advance copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which Zellers or Target Canada, in each case acting reasonably, consider highly confidential and sensitive, which notices and information may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondences received from any Governmental Entity. Each of Zellers and Target Canada shall keep the other apprised of the status of any such communications with, and any such inquiries or requests for additional information from, any Governmental Entities, and each Party shall comply promptly with such inquiry or request. No Party shall independently participate in any meeting, negotiation or material discussion with any Governmental Entity in respect of any such filings, inquiries, or requests, without giving the other prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate. (4) As used in this Agreement, “Competition Act Approval” means the earlier of:

Filings and Authorizations. (a) The Parties willEach of the Corporation and the Purchaser, as promptly as practicable but in any event within 20 days of the date of this Agreement practicable, will (unless otherwise mutually agreed), i) make, or cause to be made, all filings and applications with, submissions under all Canadian and give all notices and submissions to, Governmental Authorities U.S. Laws applicable to it that are necessary required for it to consummate the lawful completion issuance of the Contemplated Transactions Securities and the transactions contemplated by herein in accordance with the terms of this Agreement, including (i) all filings and submissions required by the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition ActSecurities Regulatory Authorities; (ii) use its best efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by it in order to consummate the Purchaser filing an application for TSX Approval allotment and issuance of the Securities and the transactions contemplated herein in accordance with the TSXterms of this Agreement; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement. The Corporation and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with thisthis Section including providing each other with advance copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which the Corporation or the Purchaser, in each case acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity. The Corporation and the Purchaser will keep each other reasonably informed, subject to applicable Laws, as to the status of all the proceedings of all filings, submissions, notices and information made, submitted or provided pursuant to this 6.2.

Filings and Authorizations. (a) The Parties willeShare and Melita shall, as promptly as practicable but following the execution and delivery of this Agreement, file or supply, or cause to be filed or supplied, all notifications, reports and other information required to be filed or supplied pursuant to the HSR Act in any event within 20 days connection with the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Melita and eShare or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare and Melita will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (unless otherwise mutually agreed), i) make, or cause to be made, all such other filings and applications withsubmissions, as may be required to consummate the Merger and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion other transactions contemplated hereby in accordance with the terms of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained in order to consummate such transfer and such transactions and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts take, or cause to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and be taken, all other filings actions necessary, proper or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, advisable in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its fulfill their respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactionsobligations hereunder. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. (a) The Parties willEach of the Sellers, 942064 Alberta Ltd. and the Purchaser shall, as promptly soon as practicable but practicable, and in any event within 20 no later than 45 days of after the date execution of this Agreement Agreement: (unless otherwise mutually agreed), i) make, or cause to be made, all such filings and applications withsubmissions under all Applicable Laws (including the Investment Canada Act, the Competition Act and give all notices any other antitrust Applicable Law), as may be required for it to complete the purchase and submissions to, Governmental Authorities that are necessary for the lawful completion sale of the Contemplated Transactions Acquired Shares in accordance with the terms of this Agreement and the other transactions contemplated by this Agreement; and (ii) use commercial best efforts to obtain, or cause to be obtained, all Authorizations necessary in order to complete the transfer or issuance, as the case may be, of the Acquired Shares and the other transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSXRequired Authorizations. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitivethe Agreement, the Sellers, 942064 Alberta Ltd. and the Purchaser and Seller will shall coordinate and cooperate with each other in exchanging information and supplying such assistance that as is reasonably requested in connection with the foregoing including providing each Party with all notices and information supplied to or filed with or received from any Governmental Authority, subject to the proviso that where such notices or information constitutes confidential information, including but not limited to written communications relating to Competition Act Approval and Investment Canada Act Approval, the Parties shall furnish such information on an external counsel basis only. If the Sellers, 942064 Alberta Ltd. or the Purchaser receive a request or is legally required to disclose all or any part of information considered by such Party to be highly confidential and sensitive, such Party will (A) immediately notify the other Party of the request or requirement, (B) consult with the other Party on the advisability if taking legally available steps to resist or narrow the request or lawfully avoid the requirement, and (C) if requested by the other Party, take all necessary steps to seek a protective order or other appropriate remedy. If a protective order or other remedy is not available, or if the other Party waives compliance with the provisions of this Section 5.8(a), (y) the Party receiving the request for disclosure may disclose to the Person requiring disclosure only that portion of the information considered by such Party to be highly confidential and sensitive which such Party is advised by written opinion of counsel is legally required to be disclosed, and (z) such Party will not be liable for such disclosure by such Party or its representatives not permitted by this Agreement. (b) Without limiting the generality of the foregoing, each of the Sellers, 942064 Alberta Ltd. and the Purchaser shall: (i) comply, at the earliest practicable date and after consultation with the other Party, with any request for additional information or documentary material received by it from the responsible Minister under the Investment Canada Act, the Commissioner of Competition or any other Governmental Authority, as applicable; (ii) cooperate with one another in connection with thisany filings or other submission aimed at resolving any investigation or other inquiry concerning the transaction contemplated in this Agreement initiated by the Alberta Utilities Commission, the responsible Minister under the Investment Canada Act, the Commissioner of Competition, or any other antitrust Governmental Authority, including providing each other with copies of any notifications, filings, applications and other submissions in draft form so that the other Party can confirm that information contained within is consistent and accurate; (iii) use commercial best efforts to cause any applicable waiting periods under the Competition Act or any other antitrust Applicable Law to terminate or expire at the earliest possible date and to obtain the Competition Act Approval, the Investment Canada Act Approval, and any other necessary material Authorization for the transactions contemplated by this Agreement; and (iv) not take any action that will have the effect of delaying, impairing or impeding the granting or approval of any of the Required Authorizations. (c) Notwithstanding any other term or provision of this Agreement, none of the Purchaser, the Acquired Entities, nor any of their respective Affiliates, shall be required, solely in connection with obtaining the Investment Canada Act Approval, to agree to (i) sell, divest or discontinue, before or after the Closing Date, any assets or businesses of the Purchaser, the Acquired Entities or any of their respective Affiliates; or (ii) any undertakings relating to, or changes or restrictions in, the operations of any such assets or businesses, which, in either case, would constitute a Material Adverse Effect or materially and adversely impact the Purchaser or any of its Affiliates. (d) Notwithstanding any other term or provision of this Agreement, the Purchaser and the Sellers shall each pay one-half of any filing fee under the Competition Act or any other applicable antitrust law. (e) For greater certainty, the provisions of this Section 5.8 shall not apply with respect to the AUC Approvals, in respect of which the provisions of Section 5.9 shall apply.

Filings and Authorizations. (a1) The Parties willEach of the Vendors and the Purchaser, as promptly as practicable but in any event within 20 days after the execution of this Agreement, shall use its commercially reasonable efforts to make all filings with, give all notices to, and obtain all Authorizations from, Governmental Entities that are necessary for the lawful completion of the date transactions contemplated by this Agreement. In furtherance of this Agreement the foregoing, each of the Vendors’ and the Purchaser’s counsel shall consult with one another and exchange all necessary information to determine whether the HSR Approval is required. (unless otherwise mutually agreed)2) In the case of the Competition Act Approval and the HSR Approval, each of the Vendors and the Purchaser shall make, or cause to be made, all filings and applications withsubmissions, and give submit all notices documentation and submissions to, Governmental Authorities information that are necessary for is required to obtain the lawful completion of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser Competition Act Approval and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; HSR Approval, and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval satisfy all requests for additional information and documentation received under or pursuant to those filings, submissions and the applicable legislation and any orders or requests made by any Governmental Entity under such legislation. The Purchaser and the Seller will use their commercially reasonable efforts to obtain the shall pay all filing fees incurred in connection with Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated TransactionsHSR Approval. (c3) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller The Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with thisthis Section 5.6 including providing each other with advanced copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity. To the extent that any information or documentation to be provided by any Vendor to the Purchaser pursuant to this Section 5.6 is competitively sensitive, such information may be provided only to external counsel for the Purchaser on an external counsel only basis. The Vendor Representative shall promptly notify the Purchaser of any substantive communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement to the extent permitted by Law and the Vendors will use their reasonable commercial efforts to ensure, to the extent permitted by Law, that the Purchaser, or its outside counsel where appropriate, are involved in any substantive communications and invited to attend meetings with, or other appearances before, any Governmental Entity with respect to the transactions contemplated by this Agreement. The Purchaser shall promptly notify the Vendor Representative of any substantive communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement to the extent permitted by Law and the Purchaser will use its reasonable commercial efforts to ensure, to the extent permitted by Law, that the Vendors, or their outside counsel where appropriate, are involved in any substantive communications and invited to attend meetings with, or other appearances before, any Governmental Entity with respect to the transactions contemplated by this Agreement. The Purchaser will offer to take, and if such offer is accepted, will, at its own expense, take all actions necessary to expedite obtaining the Competition Act Approval and the HSR Approval including negotiating and effecting by consent agreement or order, hold separate arrangement, undertaking or otherwise, the divestiture of assets, or undertaking of any form of behavioural remedy. (4) As used in this Agreement:

Filings and Authorizations. (a) The Parties willEach of the Offeror and the Company, as promptly as practicable but in any event within 20 days of after the date execution and delivery of this Agreement Agreement, will (unless otherwise mutually agreed), i) make, or cause to be made, all such filings and applications withsubmissions under all Laws applicable to it, and give all notices and submissions toas may be required for it to consummate the Offer, Governmental Authorities that are necessary for the lawful completion of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; use all its commercially reasonable efforts to obtain, or cause to be obtained, and secure all Appropriate Regulatory Approvals, and (iii) use all commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement including fulfilling as soon as is practicable any reasonable requests for additional information. Subject to any applicable Laws, the Purchaser filing Parties will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each in connection with the foregoing including, without limitation, providing each other with all notices and information supplied or filed with any Governmental Entity (except for notices and information which the Offeror or the Company, in each case acting reasonably, considers confidential and sensitive which may be filed on a written submission concerning the competitive effects of the Contemplated Transactions confidential basis), and requesting that the Commissioner issue an ARCall notices and correspondence received from any Governmental Entity. (b) The Purchaser will use its Without limiting the generality of Subsection 5.3(a), with respect to the obtaining Appropriate Regulatory Approvals under the Competition Act and any foreign Laws pertaining to competition or antitrust, each of the Offeror and the Company shall: (i) as soon as reasonably practicable, in consultation with each other, make or cause to be made such filings and submissions (“Competition Filings”) as may be required or advisable; (ii) consult with each other in respect of any requests and enquiries from the Commissioner or any other Governmental Entity pertaining to the applicable Competition Filing or the Offer; (iii) comply at the earliest practicable date with any reasonable request or requirement for additional information or documentary material received from the Commissioner or any other Governmental Entity pertaining to a Competition Filing or the Offer. (c) Without limiting the generality of Subsection 5.3(a), with respect to the obtaining of Appropriate Regulatory Approvals under the Investment Canada Act: (i) the Offeror shall as soon as reasonably practicable, make the required application for review and provide any additional commercially reasonable efforts undertakings or other submissions (“ICA Filings”) as may be required or advisable; (ii) the Parties will consult with each other in respect of any requests and enquiries from the Investment Review Division of Industry Canada or the Minister of Industry pertaining to obtain TSX Approval and the Purchaser and ICA Filings or the Seller will Offer; (iii) the Offeror shall comply at the earliest practicable date with any reasonable request or requirement for additional information or documentary material received from the Investment Review Division of Industry Canada or the Minister of Industry pertaining to the ICA Filings or to the Offer. (d) The Parties shall use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests Appropriate Regulatory Approvals within 75 days from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactionsdate hereof. (ce) Neither Nothing in this Section 5.3 shall oblige any Party to disclose to another Party any written communications or information which that Party, acting reasonably, considers to be confidential and sensitive in nature, provided that arrangements will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to be made among the Commissioner without first giving the other a reasonable opportunity to provide its comments, Parties and each Party will consider such comments in good faith before providing their counsel as necessary for any such representations, statements, confidential written communications or information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with thisbe exchanged on a “counsel only” basis

Filings and Authorizations. (a1) The Parties willSubject to Section 5.10(3), each of Parent and Subco and the Company, as promptly as practicable but in any event within 20 days of after the date execution and delivery of this Agreement Agreement, will: (unless otherwise mutually agreed), i) make, or cause to be made, all such filings and applications withsubmissions under all Laws applicable to it, as may be required or desirable for Parent and Subco and the Company to consummate the Arrangement, and give (ii) use all commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement including fulfilling as soon as is practicable any reasonable requests for additional information from any Governmental Entity. Subject to any applicable Laws, the Parties will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each in connection with the foregoing including providing each other with copies of all notices and submissions toinformation supplied or filed with any Governmental Entity (except for notices and information which Parent and Subco or the Company, in each case acting reasonably, considers confidential and sensitive which may be exchanged on a “counsel only” basis and filed on a confidential basis), and all notices and correspondence received from any Governmental Authorities that are necessary for the lawful completion of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARCEntity. (b2) The Purchaser Each of Parent and the Company shall furnish to the other, on a timely basis, all information as may be reasonably required to effectuate the foregoing actions, and each covenants that no information so furnished by it in writing in connection with those actions or otherwise in connection with the consummation of the Arrangement will contain any Misrepresentation. (3) In the event that Parent files a registration statement with the SEC pursuant to Section 5.10(3) hereof, then the Company shall use its commercially reasonable efforts to obtain TSX Approval take all necessary action to permit Parent to file such registration statement, including providing audited annual financial statements and unaudited interim financial statements, company and shareholder information and any other required material, in each case as Parent may reasonably request, in order to comply with applicable Securities Laws and rules of the Purchaser and the Seller will SEC. The Company shall use their its commercially reasonable efforts to obtain cause its independent auditor to deliver to Parent for inclusion in the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality registration statement an audit opinion covering any audited financial statements of the foregoing, Company that are to be included in the event that either, registration statements by Regulation S-X or both, other applicable Securities Laws or rules of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, SEC. The Company shall further use its respective commercially reasonable efforts to respond cause its independent auditor and any other of its advisors providing any expert information for inclusion in the registration statement to furnish Parent a consent permitting such inclusion and the SIR or Section 11 Order at identification in the earliest practicable dateregistration statement of such advisor. For the purposes of this provision, the Purchaser and/or the Seller, paragraph “expert information” is such material as applicable, shall be deemed to have responded to any such SIR or is described in Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms 11(a)(4) of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions1933 Act. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. (a) The Parties willEach of the Parties, as promptly soon as reasonably practicable but in any event within 20 days of after the date execution of this Agreement Agreement, shall (unless otherwise mutually agreed), i) make, or cause to be made, all such filings and applications withsubmissions under all Laws applicable to it, as may be required for it to consummate the Restructuring and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion transfer of the Contemplated Transactions contemplated by Merchant Acquiring Business in accordance with the terms of this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) use its reasonable endeavours to obtain, or cause to be obtained, all Authorizations or Consents required to be obtained by it in order to consummate the Purchaser filing an application Restructuring and such transfer; (iii) use its reasonable endeavours to take, or cause to be taken, all other actions which are reasonably necessary in order for TSX Approval with the TSXit to fulfill its obligations under this Agreement; and (iiiiv) use its reasonable endeavours to obtain the Purchaser filing Authorizations set forth in Section 10.3 and any other Consents or Authorizations that are required or appropriate in connection with the Restructuring and the other transactions contemplated in this Agreement. The Parties shall coordinate and cooperate with each other in exchanging such information and supplying such assistance as may be reasonably requested by each other in connection with the foregoing including providing each other with all notices and information supplied to or filed with any Governmental Entity (except for notices and information which the Seller or the Purchaser, in each case acting reasonably, considers highly confidential and sensitive which may be filed on a written submission concerning the competitive effects of the Contemplated Transactions confidential basis), and requesting that the Commissioner issue an ARCall notices and correspondence received from any Governmental Entity. (b) The Purchaser will use Parties shall timely file an application for review or notification (as applicable) under the Laws of any relevant jurisdiction that require such application or notification, and, as soon as reasonably practicable, furnish any additional information requested of it under such Laws. The Parties shall provide each other with all information that the Parties have in their possession or under their direction or control that may be required or useful in connection with the applications or the notifications. The Parties shall keep each other reasonably informed as to the status of the proceedings related to the above applications and notifications, but shall be under no obligation to deliver copies of (i) any notices or information supplied or filed by either Party under such Laws or any correspondence with any Governmental Entity under such Laws, or (ii) any information relating to either Party or its commercially reasonable efforts to obtain TSX Approval and activities whether of a confidential nature or in the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and public domain; provided, however, that each Party will promptly co-operate shall provide the other Party with copies of the applications and assist notifications, in draft form and containing only information relating to the other Party in preparing order for the submissions referenced in Section 5.5(a) other Party to confirm that such information is consistent with information previously provided by it. Each Party shall make such filings on a confidential basis to the extent permitted by Laws and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts endeavours to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provisionkeep confidential all notices, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statementsapplications, information or other filings to the Commissionerand correspondence contemplated by this Section 9.4(b). (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. Each of Sellers and Purchaser will (a) The Parties will, as promptly as practicable but in any event within 20 days of the date of this Agreement (unless otherwise mutually agreed), makefile or supply, or cause to be madefiled or supplied, all filings applications, notifications and applications with, and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion of the Contemplated Transactions contemplated information required to be filed or supplied by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoingit and, in the event that eithercase of Sellers, or bothrequired to be filed by the Acquired Companies, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”)applicable law, rule or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), regulation in connection with the Contemplated consummation of the Transactions, including, without limitation, (i) filings with the Purchaser and/or Relevant Regulatory Authorities with respect to the Sellerchange of control of the Acquired Companies, and (ii) filings pursuant to the HSR Act and any other applicable competition laws, (b) use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and governmental authorities other than those listed in clause (a) above necessary to be obtained by it, and in the case of Sellers, necessary to be obtained by the Acquired Companies, in order to consummate the Transactions, including, without limitation, obtaining the Sellers’ Consents and the Purchaser’s Consents, as applicable, shall and (c) use its respective commercially reasonable best efforts to respond take, or cause to the SIR be taken, all other actions necessary, proper or Section 11 Order at the earliest practicable dateadvisable in order for it to fulfill its obligations hereunder. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed With respect to have responded clause (a) above in relation to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance costs imposed by the Purchaser and/or Pennsylvania Insurance Department arising from the Seller, as applicable, engagement of third party advisers or the holding of any public hearings and with respect to clause (b) above, all fees and expenses incurred as a SIR result of all authorizations, approvals, consents and waivers to be obtained or Section 11 Order, the made thereunder shall be paid by Sellers. Sellers and Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.3 and supplying such reasonable assistance that is as may be reasonably requested by the any other party hereto in connection with thisthe foregoing. Each party shall have the right to provide comments on and review any such applications, notifications and information proposed to be filed or supplied by the other parties and, if such party elects to exercise such right, to complete such review within a reasonable period of time before the other parties may file or supply any such applications, notifications or information.

Filings and Authorizations. (a) The Parties will, as promptly as practicable but in any event within 20 days Agent (for and on behalf of the date of this Agreement (unless otherwise mutually agreed), Sellers) and Powerfleet will use reasonable best efforts to make, or cause to be made, all filings and applications with, and give all notices and submissions toto Governmental Entities forthwith upon the execution of this Agreement, Governmental Authorities and in any event no more than five (5) Business Days after the execution of this Agreement, that are necessary or advisable to obtain all Authorizations from Governmental Entities for the lawful completion of the Contemplated Transactions transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARCany Required Regulatory Approvals. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval For greater certainty and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without without limiting the generality of Section 5.5(a), (i) Powerfleet shall pay the foregoingfiling fees incurred in connection with any notices, in applications, submissions, and filings to Governmental Entities, including the event that either, or both, of Required Regulatory Approvals; and (ii) Powerfleet shall bear and pay the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), filing fees incurred in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated TransactionsRequired Regulatory Approvals. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, Agent (for and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (don behalf of Sellers) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller Powerfleet will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with thisthis Section 5.2 including (i) providing each other with advance copies and reasonable opportunity to comment on all notices, applications, submissions, responses, filings and information supplied to or filed with any Governmental Entity (except for information which any of Agent (for and on behalf of Sellers) or Powerfleet acting reasonably, considers (A) confidential or competitively sensitive, which shall only be provided to outside counsel of such other Parties on a confidential and privileged basis or (B) sensitive personal information, which shall only be provided to the applicable Governmental Entity), and (ii) keeping each other promptly apprised of material communications (including emails) with any Governmental Entity. (d) Each of Agent (for and on behalf of Sellers) and Powerfleet will use their reasonable best efforts to satisfy, as soon as reasonably practicable, all requests for information and documentation received from any Governmental Entity. (e) Neither Agent (for and on behalf of Sellers), on the one hand, nor Powerfleet, on the other hand, shall participate in any meeting, telephone call, negotiation, discussion or correspondence with any Governmental Entity in respect of the transactions contemplated by this Agreement, without giving the other prior notice of such meeting, telephone call, negotiation, discussion or correspondence and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate (such participation to be limited to a Party’s counsel where communications or meetings involve information that the other Party reasonably considers to be confidential and competitively sensitive). (f) For greater certainty and without limiting the generality of this Section 5.5, Powerfleet shall not and shall cause its respective Affiliates not to take any action that is reasonably likely to have the effect of materially delaying, impairing or impeding the receipt of the Required Regulatory Approvals.

Filings and Authorizations. (a) The Parties willEach of the Sellers and the Purchaser, as promptly soon as practicable but in any event within 20 days of after the date execution of this Agreement Agreement, shall: (unless otherwise mutually agreed), i) make, or cause to be made, all such filings and applications withsubmissions under all applicable Laws (including, as applicable, the Competition Act, the HSR Act and give all notices other antitrust or competition Laws), as may be required to complete the purchase and submissions to, Governmental Authorities that are necessary for the lawful completion sale of the Contemplated Transactions Purchased Shares in accordance with the terms of this Agreement and the other transactions contemplated by this Agreement; and (ii) (A) use reasonable best efforts to obtain, including (i) the Purchaser or cause to be obtained, all Authorizations and the Seller filing with the Commissioner a notification Consents required under Part IX of the Competition Act; , the HSR Act or other antitrust or competition Laws and (iiB) use commercially reasonable efforts to obtain all other Authorizations and Consents necessary or advisable in order to complete the transfer of the Purchased Shares and the other transactions contemplated by this Agreement. Subject to compliance at all times with applicable Law and the other provisions of this Agreement (including Section 5.1), the Sellers and the Purchaser filing an application for TSX Approval shall coordinate and cooperate with each other in exchanging information and supplying such assistance as is reasonably requested in connection with the TSX; foregoing, including providing each Party with all notices and information supplied to or filed with or received from any Governmental Authority (iii) except for notices and information which the Sellers or the Purchaser, in each case acting reasonably, considers highly confidential or competitively sensitive and which may be supplied or filed on a confidential basis, in which case the disclosing party may restrict the provision of such competitively sensitive and confidential information to external legal counsel of the receiving party and any agents or retained consultants of such counsel, provided that the disclosing party also provides the receiving party a redacted version of any associated information that is supplied or filed which does not contain any such competitively sensitive or confidential information). In furtherance and not in limitation of the foregoing, the Sellers shall permit the Purchaser filing a to control the defense and settlement of any claim, suit or cause of action relating to the regulatory approvals in this Section 5.13; provided, however, that no Party shall settle or compromise any claim, suit or cause of action relating to the regulatory approvals in this Section 5.13 without the other Party’s written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARCconsent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, each of the Purchaser Sellers and the Seller receive a supplementary information request pursuant to subsection 114(2Purchaser shall: (i) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable best efforts to respond to the SIR or Section 11 Order comply, at the earliest practicable date. For purposes of this provisiondate and after consultation with the other Party, with any request for additional information or documentary material received by it from the Commissioner, the Purchaser and/or U.S. Federal Trade Commission or U.S. Department of Justice’s Antitrust Division under the SellerCompetition Act and the HSR Act or any other antitrust or competition Governmental Authority, as applicable; (ii) cooperate with one another in connection with any filings or other submission aimed at resolving any investigation or other inquiry concerning the transactions contemplated in this Agreement initiated by the Commissioner, shall be deemed to have responded to any such SIR the U.S. Federal Trade Commission or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms U.S. Department of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of Justice’s Antitrust Division under the Competition Act and the HSR Act or any other antitrust or competition Governmental Authority, including subject to Section 5.13(a), providing each other with copies of any notifications, filings, applications and other submissions in accordance with the SIR or Section 11 Order. In the event draft form so that the Commissioner disputes other Party can confirm that information contained within is accurate; and (iii) use reasonable best efforts to cause any applicable waiting periods under the adequacy of compliance by HSR Act, Competition Act or any other applicable antitrust or competition Law to terminate or expire at the Purchaser and/or earliest possible date and to obtain the Seller, as applicable, with respect to a SIR or Section 11 OrderCompetition Act Approval, the Purchaser and/or the SellerHSR Approval, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize and any delay in the conduct or resolution other necessary approvals of the Commissioner’s review of the Contemplated Transactionstransactions contemplated in this Agreement. (c) Neither Party will provide Notwithstanding any substantive oral nor written representationsother term or provision of this Agreement, statementsthe Purchaser on the one hand, informationand the Sellers, remedy proposals or other filings to the Commissioner without first giving on the other a reasonable opportunity to provide its commentshand, shall each be responsible for and pay 50% of any and all filing fees under the Competition Act, the HSR Act, and each Party will consider such comments in good faith before providing any such representations, statements, information other applicable antitrust or other filings to the Commissionercompetition law. (d) Subject Notwithstanding anything herein to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitivecontrary, the Purchaser shall not be required by this Section 5.13 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would: (A) limit the Purchaser’s freedom of action with respect to, or its ability to consolidate and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by control, the Corporations or any of their assets or businesses or any of the Purchaser’s or its Affiliates’ other in connection assets or businesses; (B) limit the Purchaser’s ability to acquire or hold, or exercise full rights of ownership with thisrespect to, the Purchased Shares or the Business; or

Filings and Authorizations. (a) The Parties willEach of Seller and Buyer, as promptly as practicable but in any event within 20 days of the date of this Agreement practicable, (unless otherwise mutually agreed), i) will make, or cause to be made, all filings and applications withsubmissions required under laws, rules and give all notices regulations applicable to it, or to its subsidiaries and submissions toAffiliates, Governmental Authorities that are necessary as may be required for it to consummate the lawful completion of the Contemplated Transactions transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Acthereby; (ii) the Purchaser filing an application will use their respective reasonable efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and governmental or public authorities or bodies necessary to be obtained by each of them, or any of their respective subsidiaries or Affiliates, in order for TSX Approval with the TSXeach of them, respectively, so to consummate such transactions; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use their respective best efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for each of them to fulfill their respective obligations hereunder. In particular, Seller shall (i) seek and use its commercially reasonable best efforts to obtain TSX Approval all consents necessary to any assignment to Buyer of the Assumed Contracts and necessary to the use of the Assets, the ModaCAD Cataloguing Products as licensed to Buyer in the Cataloguing License and the Purchaser and the Seller will use their commercially reasonable efforts ModaCAD CAD Core Technology as licensed to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, Buyer in the event that either, or both, Core Technology License and (ii) file all recordations of assignment and any other Intellectual Property filings necessary to transfer to Buyer the Purchaser Intellectual Property Assets. Seller and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller Buyer will coordinate and cooperate with one another in exchanging information and supplying such reasonable assistance that is as may be reasonably requested by the other each in connection with thisthe foregoing. Buyer shall use its reasonable efforts to assist Seller in obtaining all consents required under the Assumed Contracts as a result of this Agreement and the transactions contemplated hereby.

Filings and Authorizations. ({a) The Parties willEach of the Seller and the Purchaser, as promptly soon as practicable but in any event within 20 days of after the date execution of this Agreement Agreement, shall: (unless otherwise mutually agreed), i) make, or cause to be made, all such filings and applications withsubmissions under all Laws applicable to it (including the Insurance Companies Act (Canada), the Competition Act and give all notices any other applicable antitrust Laws), as may be required for it to complete the purchase and submissions to, Governmental Authorities that are necessary for the lawful completion sale of the Contemplated Transactions Purchased Shares in accordance with the terms of this Agreement and the other transactions contemplated by this Agreement, including (i) the Purchaser Agreement and the Seller filing with the Commissioner a notification under Part IX each of the Competition ActAcquisition Agreements; and (ii) use Commercially Reasonable Efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable in order to complete the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects transfer of the Contemplated Transactions Purchased Shares and requesting that the Commissioner issue an ARC. other transactions contemplated by this Agreement and each of the Acquisition Agreements. Subject to compliance at all times with applicable Law and the other provisions of this Agreement (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval including Section 5.3 hereof), the Seller and the Purchaser shall co-ordinate and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with each other in exchanging information and assist supplying such assistance as is reasonably requested in connection with the other foregoing including providing each Party in preparing the submissions referenced in Section 5.5(a) with all notices and information supplied to or filed with any Governmental Authority and all other filings or responses to questions or requests notices and correspondence received from any Governmental Authority (except for notices and information which the Commissioner, Governmental Authorities Seller or the TSXPurchaser, in each case acting reasonably, considers highly confidential and sensitive and which may be filed on a confidential basis; in such circumstances, the notices or information shall be exchanged between outside counsel only). Without limiting the generality of the foregoing, in the event that either, or both, each of the Purchaser Seller and the Seller receive a supplementary information request pursuant to subsection 114(2Purchaser shall: (I) of the Competition Act (a “SIR”)comply, or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provisiondate and after consultation with the other Party, with any request for additional information or documentary material received by it from the responsible Minister under the Investment Canada Act, the Purchaser and/or the SellerCommissioner of Competition or any other antitrust Governmental Authority, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance ; R ()R tI45474 .10 (ii) co-operate with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other one another in connection with thisany filing or other submission aimed at resolving any investigation or other inquiry concerning the transaction contemplated in this Agreement initiated by the responsible Minister under the Investment Canada Act, the Commissioner of Competition, or any other antitrust Governmental Authority, including providing each other with copies of any notifications, filings, applications and/or other submissions in draft form for the other Party to confirm that information contained within is consistent and accurate;

Filings and Authorizations. (a) The Parties parties hereto will, as promptly as practicable but practicable, and in any event within 20 days the case of filings under the HSR Act no later than five Business Days after the date of this Agreement (unless otherwise mutually agreed)Agreement, make, make or cause to be made, made all such filings and applications with, and give all notices and submissions to, Governmental Authorities that are necessary for under Laws applicable to them or their Affiliates as may be required to consummate the lawful completion terms of the Contemplated Transactions contemplated by this Agreement, including (i) all notifications and information to be filed or supplied pursuant to the Purchaser HSR Act. The parties hereto shall also provide as promptly as possible full responses to any requests for additional information made of them under the HSR Act. Any such filings, including any supplemental information and requests for additional information under the HSR Act, will be in substantial compliance with the requirements of the applicable Law. Each of AlliedSignal and Buyer, on the one hand, and Parent and Sellers, on the other hand, 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 which is necessary under the HSR Act. Parent, Sellers, AlliedSignal and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Entity, including the FTC and the Seller filing Antitrust Division, and shall comply promptly with the Commissioner a notification under Part IX any such inquiry or request. Each of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; Parent and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will AlliedSignal shall use its commercially reasonable efforts to obtain TSX Approval any clearance required under the HSR Act for the purchase and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality sale of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or Purchased Assets in accordance with the SIR terms and conditions hereof. Nothing contained in this Agreement, including under this Section 4.3 and Sections 4.8 and 4.13, will require or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Orderobligate (a) Parent, the Purchaser and/or Sellers, AlliedSignal, Buyer or their respective Affiliates to initiate, pursue or defend any litigation to which any Governmental Entity (including the SellerAntitrust Division and the FTC) is a party or (b) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any limitations on (x) the right of AlliedSignal, Buyer or their respective Affiliates effectively to control or operate the Business, (y) the right of AlliedSignal, Buyer or their respective Affiliates to acquire or hold the Business, or (z) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any portion of the Purchased Assets, or (ii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, Assets or operations of AlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Parent, Sellers, AlliedSignal or Buyer contained in this Agreement shall be breached or deemed breached as applicable, shall endeavour a result of the failure by any party hereto or any of its Affiliates to satisfy take any of the Commissioner as soon as possible so as to minimize any delay actions specified in the conduct or resolution of the Commissioner’s review of the Contemplated Transactionspreceding sentence. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. (a) The Parties willEach of Kootenay and the Company, as promptly as practicable but in any event within 20 days of after the date execution and delivery of this Agreement Agreement, will (unless otherwise mutually agreed), i) make, or cause to be made, all such filings and applications withsubmissions under all Laws applicable to it, as may be required for it to make and give all notices and submissions toconsummate the Offer, Governmental Authorities that are necessary for the lawful completion of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSXuse all its commercially reasonable efforts to obtain, or cause to be obtained, and secure all Appropriate Regulatory Approvals; and (iii) use all commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement including fulfilling as soon as is practicable any reasonable requests for additional information. Subject to any applicable Laws, the Purchaser filing Parties will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each in connection with the foregoing including, without limitation, providing each other with all notices and information supplied or filed with any Governmental Entity (except for notices and information which Kootenay or the Company, in each case acting reasonably, considers confidential and sensitive which may be filed on a written submission concerning the competitive effects of the Contemplated Transactions confidential basis), and requesting that the Commissioner issue an ARCall notices and correspondence received from any Governmental Entity. (b) The Purchaser will Parties shall use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests Appropriate Regulatory Approvals within 75 days from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactionsdate hereof. (c) Neither Nothing in this Section 5.3 shall oblige any Party to disclose to another Party any written communications or information which that Party, acting reasonably, considers to be confidential and sensitive in nature, provided that arrangements will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to be made among the Commissioner without first giving the other a reasonable opportunity to provide its comments, Parties and each Party will consider such comments in good faith before providing their counsel as necessary for any such representations, statements, confidential written communications or information or other filings to the Commissionerbe exchanged on a “counsel only” basis. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

Filings and Authorizations. (a1) The Within two (2) Business Days following the date of this Agreement, Purchaser shall identify any Authorization that Purchaser is (or the Parties willare) required to obtain from a Governmental Entity in order to complete the transactions -45- contemplated by this Agreement, as promptly as practicable but and Purchaser shall inform the Vendor within such time, in any event writing, of each Authorization that must be obtained. Purchaser and Vendor shall, within 20 days of four (4) Business Days following the date of this Agreement (unless otherwise mutually agreedor such shorter period as may be required by an applicable Law), makeor such other period that the Purchaser and the Vendor may agree upon in writing, promptly make or submit all information and documents that Purchaser and Vendor deem reasonable in order to obtain the Authorizations (the "Filings") (including the Canadian Competition Bureau under the Competition Act) prior to Closing and promptly file any additional information or documents required or considered advisable in connection with the Filings as soon as practicable after receipt for request therefor. The Purchaser shall (i) use every reasonable effort to obtain, or cause to be madeobtained, all filings and applications withAuthorizations, including, as may in the sole discretion of the Purchaser, acting reasonably, be necessary or advisable, the entering into of any agreement, undertaking, consent order or the like with a Governmental Entity in order to obtain an Authorization, and give all notices and submissions toprovided that, Governmental Authorities that are necessary for the lawful completion of the Contemplated Transactions contemplated by this Agreementhowever, including (i) the Purchaser shall not be required to divest itself or to cause any Affiliate thereof to divest itself of any assets or business or interest therein, and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts Best Efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts take, or cause to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and be taken, all other filings or responses actions which are necessary in order for it to questions or requests from the Commissioner, Governmental Authorities or the TSXfulfil its obligations under this Agreement. Without limiting the generality of the foregoing, in the event that either, or both, Each of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller Vendor will coordinate and cooperate with one another in exchanging such information and documents, including providing the other Party (and its counsel) with an opportunity to review and comment on advance drafts, as may be reasonable in the circumstances, and supplying such assistance that is as may be reasonably requested by the other each in connection with thisor related to a Filing, including providing each other with all notices and information supplied to or with any Governmental Entity (except for notices and information which the Vendor or the Purchaser, in each case acting reasonably, considers highly confidential and sensitive which may be filed on a confidential basis), and all notices and correspondence received from any Governmental Entity. (2) The Purchaser shall be solely responsible for all fees payable to any Governmental Entity in respect of, in association with, or related to any Filings set out in paragraph (1) above or as set out in Schedule 4.1(d) hereto.

Filings and Authorizations. (a1) The Parties willEach of the Parties, as promptly as practicable but in any event within 20 days of after the date execution of this Agreement Agreement, shall (unless otherwise mutually agreed), i) make, or cause to be made, all filings and applications withsubmissions under all Laws applicable to it, and give all notices and submissions to, Governmental Authorities that are necessary required for it to consummate the lawful completion purchase and sale of the Contemplated Transactions contemplated by Purchased Assets in accordance with the terms of this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval obtain, or cause to be obtained, all authorizations necessary or advisable to be obtained by it in order to consummate such transfer, and the Purchaser and the Seller will (iii) use their its commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and take, or cause to be taken, all other filings actions which are necessary or responses advisable in order for it to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use fulfil its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of obligations under this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated TransactionsAgreement. (c2) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will The Parties shall coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with thisthis Section 6.6 including providing each other with advanced copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity. To the extent that any information or documentation to be provided by the Vendor to the Purchaser pursuant to this Section 6.6 is competitively sensitive, such information may be provided only to external counsel for the Purchaser on an external counsel only basis. (3) Despite Section 6.5(1) and Section 6.5(2) above, the Purchaser is under no obligation to (i) negotiate or agree to the sale, divestiture or disposition by the Purchaser of its or its affiliates’ assets, properties or businesses or the Purchased Assets, (ii) negotiate or agree to any form of behavioural remedy including an interim or permanent hold separate order, or any form of undertakings or other restrictions on its or its affiliates’ assets, properties or businesses the Purchased Assets, or (iii) take any steps or actions that would, in the sole discretion of the Purchaser, affect the Purchaser’s right to own, use or exploit either the Purchased Assets or any of the Purchaser’s assets.

Filings and Authorizations. (a1) The Parties willEach of the Parties, as promptly as practicable but in any event within 20 days of after the date execution of this Agreement Agreement, shall (unless otherwise mutually agreed), i) make, or cause to be made, all filings and applications withsubmissions under all Laws applicable to it, and give all notices and submissions to, Governmental Authorities that are necessary required for it to consummate the lawful completion purchase and sale of the Contemplated Transactions contemplated by Purchased Assets in accordance with the terms of this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by it in order to consummate such transfer, and the Purchaser and the Seller will (iii) use their its commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and take, or cause to be taken, all other filings actions which are necessary or responses advisable in order for it to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use fulfil its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of obligations under this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated TransactionsAgreement. (c2) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will The Parties shall coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with thisthis Section 7.6 including providing each other with advanced copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity. To the extent that any information or documentation to be provided by the Vendors to the Purchaser pursuant to this Section 7.6 is competitively sensitive, such information may be provided only to external counsel for the Purchaser on an external counsel only basis. (3) Despite Section 7.6(1) and Section 7.6(2) above, the Purchaser is under no obligation to (i) negotiate or agree to the sale, divestiture or disposition by the Purchaser of its or its affiliates’ assets, properties or businesses or the Purchased Assets, (ii) negotiate or agree to any form of behavioural remedy including an interim or permanent hold separate order, or any form of undertakings or other restrictions on its or its affiliates’ assets, properties or businesses the Purchased Assets, or (iii) take any steps or actions that would, in the sole discretion of the Purchaser, affect the Purchaser’s right to own, use or exploit either the Purchased Assets or any of the Purchaser’s assets.

Filings and Authorizations. (a) The Parties willEach of the Parties, as promptly as practicable but in any event within 20 days of after the date of this Agreement Execution Date, will (unless otherwise mutually agreed), i) make, or cause to be made, all filings and applications withsubmissions under all Laws applicable to it, and give all notices and submissions to, Governmental Authorities that are necessary required for it to consummate the lawful completion purchase and sale of the Contemplated Transactions contemplated by Purchased Shares in accordance with the terms of this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; use its commercially reasonable efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by it in order to consummate such transfer, and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARCuse its commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with thisthis Section 5.11 including providing each other with advanced copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity. To the extent that any information or documentation to be provided by the Vendor to the Purchaser pursuant to this Section 5.11 is competitively sensitive, such information may be provided only to external counsel for the Purchaser on an external counsel only basis. (c) Despite Section 5.11(a) and Section 5.11(b) above, neither the Purchaser nor the Vendor is under any obligation to take any steps or actions set out in Section 5.11(a) and Section 5.11(b) that would, in the opinion of the Purchaser or Vendor, as the case may be, acting reasonably, adversely affect the Purchaser’s right to own, use or exploit the Acsenda Assets after Closing, or the Vendor’s or the Company’s right, as the case may be, to own the Acsenda Assets before Closing.