Common use of Filings and Authorizations Clause in Contracts

Filings and Authorizations. (a) Seller and Buyer shall use commercially reasonable efforts to cooperate with each other to determine whether any filings are required to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller and Buyer shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as to permit the consummation of the Transaction.

Filings and Authorizations. (a) Seller Each of the parties hereto within five (5) Business Days of the date hereof, shall file or supply, or cause to be filed or supplied, all notifications and information required to be filed or supplied pursuant to the HSR Act in connection with the Merger and consummation of the other transactions contemplated hereby. Within five (5) Business Days of the date hereof, the Company shall provide Buyer with information reasonably requested by Buyer to identify any notifications and filings that Buyer may need, or considers appropriate or advisable, at Buyer's discretion, to make with a Government Antitrust Authority in Canada or Canadian Investment Review Authority in respect of any transaction contemplated by this Agreement. The Company shall provide Buyer, as promptly as reasonably practical, with any information that Buyer subsequently requests for the purposes of providing or complying with the requirements of any notification or filings or in connection with obtaining any authorizations, approvals, consents, rulings and waivers that Buyer may make with a Government Antitrust Authority in Canada or Canadian Investment Review Agency. Buyer and the Company shall, within thirteen (13) Business Days of the date hereof or such other period as Buyer and the Company may agree, promptly submit the appropriate notifications and filings required to be made by them, or which Buyer reasonably deems appropriate or advisable to make, with a Government Antitrust Authority in Canada or Canadian Investment Review Authority. Where Buyer elects to file a request for an ARC to the Government Antitrust Authority in Canada, Buyer may elect to subsequently file a notification in accordance with Part IX of the Competition Act (a "Notification") to such Authority at Buyer's sole discretion, and the Company shall file its portion of the Notification to such Authority within five (5) Business Days of being notified by Buyer of its decision to file the Notification. (b) Each of the parties hereto, as promptly as practicable, shall (i) make, or cause to be made, all such other filings (including any filings required by the SEC) and submissions under laws, rules and regulations applicable to it, or to its subsidiaries and affiliates, as may be required for it to consummate the Merger and other transactions contemplated hereby in accordance with the terms of this Agreement; (ii) use commercially reasonable efforts to cooperate with each other to determine whether any filings are required to be made withobtain, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed obtained, all authorizations, approvals, consents and obtain or cause waivers from all Persons and Governmental Authorities necessary to be obtained all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) uponit, or otherwise requires its subsidiaries or affiliates, in response order for it so to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all consummate such payments or providing all such additional security.transactions; and (biii) Seller and Buyer shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actionstake, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened cause to be instituted) by any Governmental Entity taken, all other actions necessary, proper or Person that challenges the validity or legality of advisable in order for it to fulfill its obligations under this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as to permit the consummation of the TransactionAgreement.

Filings and Authorizations. (a) Seller and Buyer Each party hereto shall use commercially reasonable efforts to cooperate with each other to determine whether (i) make the filings required of it or any filings are required to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities of its Subsidiaries under any applicable Regulatory Law the HSR Act in connection with the execution and delivery of this Agreement and the consummation transactions contemplated hereby, as soon as practicable, but in any event no later than ten (10) Business Days following the date hereof, (ii) make the pre-merger filings (if any) required of it or any of its Affiliates under any applicable merger control Laws or any applicable Foreign Antitrust Merger Control Laws in connection with this Agreement and the Transactionstransactions contemplated hereby as soon as practicable, and(iii) reasonably comply at the earliest practicable date and after consultation with the Company or Parent, wherever appropriateas applicable, with any request for additional information or documentary material received by the other or any of its Affiliates from any applicable Governmental Entity in connection with filings required under the HSR Act, any other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws, (iv) reasonably cooperate with one another (including furnishing all reasonably necessary information and reasonable assistance as the other may request) in connection with any filing under the HSR Act and all other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Governmental Entity, (v) use its reasonable best efforts to secure the early termination of any waiting periods under such Regulatory Laws. Sellerthe HSR Act and the receipt of any clearances, on the one handapprovals, and Buyer, on the or confirmations from Governmental Entities in other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause countries in which any filings pursuant to be filed and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any applicable Foreign Antitrust Merger Control Laws and Foreign Export Control Lawshave been made in order to permit the consummation of the transactions contemplated hereby at the earliest possible date, and (iivi) submissions not enter into any transaction to acquire any Person or assets, or any agreement to effect any such transaction that would reasonably be expected to delay beyond the Outside Date the obtaining of additional information requested by any approval or to extend any waiting period under the HSR Act, any applicable Foreign Antitrust Merger Control Laws or any other applicable merger control laws with respect to the Merger or the other transactions contemplated hereby or to result in any Governmental EntityEntity obtaining any injunction, temporary restraining order or other order that would materially delay or prevent the Merger. Each party hereto shall promptly inform the other party of any communication (whether oral or written) made to, or received by, such party from any Governmental Entity regarding any of the transactions contemplated hereby, and promptly provide a copy of any such written communication, or a written summary of any such oral communication, to the other party. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings assessed under the HSR Act, any other applicable Regulatory merger control laws and any applicable Foreign Antitrust Merger Control Laws shall be borne by Buyer. Notwithstanding anything to the contrary hereinresponsibility of, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer and shall be solely responsible for making all such payments or providing all such additional securitypaid by, Parent. (b) Seller and Buyer shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or BuyerAll analyses, as the case may beappearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and any third party proposals made by or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised on behalf of any inquiries or requests for additional information from Party before any Governmental Entity pursuant or the staff or regulators of any Governmental Entity, in connection with the transactions contemplated hereby shall be disclosed to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review hereunder in advanceadvance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party shall give sufficient prior notice to the other Party in connection with, any proposed written communication with respect to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Partymeeting, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law discussion, appearance or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by contact with any Governmental Entity or Person that challenges the validity staff or legality regulators of any Governmental Entity in order to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. Nothing in this Agreement Section 7.5 or in Section 7.4(a) shall require a Party to provide access to, or disclose any information to, the other Party if such access or disclosure, in the good faith reasonable belief of the disclosing party, (x) would cause significant competitive harm to the any of the disclosing party if the transactions contemplated by hereby are not consummated, (y) would waive any legal privilege, or (z) would be in violation of applicable Laws (including the HSR Act, any other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws) or the Transaction or claims damages in connection therewith, Buyer agrees provisions of any agreement to use its commercially reasonable efforts to contest, resist and resolve any which such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that Party is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as to permit the consummation of the Transactiona Party.

Filings and Authorizations. (a) Seller and Buyer shall use commercially reasonable efforts to cooperate with each other to determine whether any filings are required The parties hereto will as promptly as practicable, make or cause to be made withall such filings and submissions under laws, rules and regulations applicable to it or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be obtained from, any third parties filed or Governmental Entities under any applicable Regulatory Law in connection supplied pursuant to the HSR Act and with the execution applicable public utility commission (each, a "PUC"). Any such filings and delivery of this Agreement and supplemental information will be in substantial compliance with the consummation requirements of the Transactionsapplicable law, and, wherever appropriate, request early termination rule or regulation. Each of any waiting periods under such Regulatory Laws. SellerParent and Buyer, on the one hand, and Buyerthe Seller Parties, on the other, shall furnish to the other hand, shall, such necessary information and shall cause their respective Subsidiaries to, promptly file reasonable assistance as the other may request in connection with its preparation of any filing or cause submission to be filed and obtain the PUC or cause to be obtained all which is necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental Entitythe HSR Act. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to Seller Parties, on the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other any communications between Seller or Buyer, as the case may bewith, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from from, any Governmental Entity pursuant to any Regulatory Law or under Authority, including the Consent AgreementPUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such reasonable inquiry or request. Seller Each of Citizens, Seller, Parent and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially its reasonable efforts to ensure that all necessary obtain any clearance required under the HSR Act and appropriate consentsfrom the PUC for the purchase and sale of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, registrationsnothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, approvals, waivers, actions, non-actions, pursue or other authorizations from Governmental Entities are obtained as promptly as practicable, and in defend any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be instituted) by required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any Governmental Entity portion of the business, assets or Person operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that challenges the validity no representation, warranty or legality covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Transaction or claims damages in connection therewithSeller Parties, Buyer agrees on the other, to use its commercially reasonable efforts to contest, resist and resolve take any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as to permit actions specified in the consummation of the Transactionpreceding sentence.

Filings and Authorizations. (a) Subject to the terms and conditions herein provided, each of Buyer, Seller and Buyer shall the Company will, as soon as practicable, deliver any notices to, make any filings with, and use its commercially reasonable efforts to obtain as promptly as possible all consents, approvals and authorizations of any Governmental Authorities that are necessary to consummate and make effective the transactions contemplated hereby. In furtherance of the foregoing, Buyer, Seller and the Company shall each cooperate with each the other to determine whether any filings are required prepare and file, or cause to be made withprepared and filed, or consentsas soon as reasonably practicable (and with respect to filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, permits, authorizations, clearances as amended (including any Facility Security Clearances or Personnel Security Clearancesthe “HSR Act”), waivers or approvals within five (5) Business Days of the date hereof; provided, however, that if there are required material changes to be obtained from, any third parties or Governmental Entities the rules and regulations promulgated under any applicable Regulatory Law in connection with the HSR Act that become effective following the execution and delivery of this Agreement and prior to the consummation of the Transactionsdate that any HSR filings under this Agreement have been made, andBuyer and Seller shall prepare and file, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed prepared and obtain or cause to be obtained all necessary Governmental Filings includingfiled, as applicablesoon as reasonably practicable from the date of this Agreement, rather than within five (5) Business Days of the date hereof) after the date hereof (i) filing as promptly as practicable all any required Governmental Filings filings under the HSR Act, (ii) any filings, notices, petitions, statements, submissions of information, applications or other documents required under any applicable foreign antitrust, competition or trade regulation law, regulation or statute, or any amendments to any thereof (“Foreign Antitrust Laws and Foreign Export Control Competition Laws”) with respect to the transactions contemplated hereby, and (iiiii) submissions of additional information requested by any submissions, notifications or the like required to be filed with respect to the transactions contemplated hereby and which are necessary to obtain any consent from any Governmental EntityAuthority or are otherwise required in connection with any Business Permit described in item 3 on Schedule 3.10 (clauses (i) through (iii), collectively, the “Governmental Filings”). The All filing fees (but not Seller’s attorneys’ fees) associated incurred in connection with all Governmental Filings under applicable Regulatory the HSR Act and Foreign Competition Laws shall be borne paid 50% by Buyer. Notwithstanding anything to Buyer and 50% by Seller; provided, that Seller shall pay 100% of the contrary herein, if filing fee at the lessor time of filing and the Buyer shall reimburse the Seller for its portion of the filing fees upon the earlier of the Closing or licensor under any Leased Real Property conditions its grant the termination of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request this Agreement pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional securitySection 10.07. (b) Seller and Buyer Neither Buyer, nor Seller, nor the Company shall keep each other apprised intentionally take any action that would delay, impair or impede the expiration of the status applicable waiting period under the HSR Act or the receipt of matters relating any required approvals or consents under any Foreign Competition Laws, and shall each use its respective commercially reasonable efforts to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyercomply with, as the case may besoon as is reasonably practicable, and any third party reasonable formal or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or informal requests for additional information and/or documents with respect to any of the Governmental Filings or the subject matter thereof. The parties hereto may, as each deems advisable, designate any competitively sensitive material provided to another party under this Section as “outside counsel only” in which case such materials and information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors, unless express written consent is obtained in advance from the party disclosing such materials. To the extent permitted by applicable Governmental Rules, Buyer, Seller and the Company shall provide prompt notice to the other of any communication (whether written or oral) received by it from any Governmental Entity pursuant Authority with respect to any Regulatory Law of the Governmental Filings or under the Consent Agreementsubject matter thereof (and if such communication is in writing, provide a copy to the other party), consult with the other parties hereto prior to providing any additional information to or otherwise communicating (whether in written or oral form) with any Governmental Authority with respect to any of the Governmental Filings or the subject matter thereof, and shall comply promptly incorporate the reasonable comments of the other parties hereto in connection with providing any additional information to or otherwise communicating (whether in written or oral form) with any such reasonable inquiry Governmental Authority with respect to any of the Governmental Filings or requestthe subject matter thereof. Seller and Buyer Notwithstanding anything herein to the contrary, neither the Buyer, the Seller, nor either of the Company Parties shall permit counsel for make any notice to or filing with any Governmental Authority prior to Closing with respect to any Business Permit without first consulting with the other Party parties hereto and allowing the other parties a reasonable opportunity to review in advance, and consider in good faith the views comment on any such notice or filing and incorporating all of the such other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially party’s reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event comments prior to the Outside Datenotice or filing. No party hereto, nor any of its representatives, shall independently participate in any meeting with any Governmental Authority concerning any of the Governmental Filings or the subject matter thereof without giving the other parties prior notice of the meeting and the opportunity to attend or participate, unless the Governmental Authority objects to that party’s attendance. Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer to: (i) agree to sell, divest or otherwise convey or hold separate any conditions set forth in assets of Buyer; (ii) terminate any existing contractual rights, relationships and obligations, or established by entry into, or amendment of, any such consentscontractual arrangements; or (iii) take of any action that, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the after consummation of the Transaction so as transactions contemplated hereby, would limit the freedom of action of or impose any other requirement on Buyer with respect to permit the consummation operation of its or the TransactionCompany Parties’ businesses, or its or the Company Parties’ assets.

Filings and Authorizations. (a) Seller The Sellers and Buyer shall use commercially reasonable best efforts to cooperate with each other to determine whether any filings are required to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearancesnational security clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law or any Contract in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. SellerThe Sellers, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries Affiliates to, promptly file or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions within fifteen (15) Business Days of the date of this Agreement, (ii) as promptly as practicable any Governmental Filings required under Foreign Antitrust Laws and all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (iiiii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with costs of all Governmental Filings under applicable Regulatory Laws shall be borne fifty percent (50%) by the Sellers and fifty percent (50%) by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller and Buyer shall keep each other apprised Without limiting the generality of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity ’s undertaking pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in this Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith5.6, Buyer agrees to use its commercially reasonable best efforts and to contesttake any and all steps necessary to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Governmental Entity or any other party so as to enable the Parties hereto to receive any approval under any Regulatory Law at the earliest possible point in time and to close the Transactions as promptly as possible, resist including proposing, negotiating, committing to and resolve effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of any such claimof its assets, actionproperties or businesses or of the assets, suitproperties or businesses to be acquired by it pursuant to this Agreement as are required to be divested in order to avoid the entry of, investigation or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, and which would otherwise have the effect of materially delaying or preventing the consummation of the Transactions. In addition, Buyer shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacatedvacated or terminated, lifted, reversed or overturned any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity (whether temporary, preliminary or permanent, ) that is in effect and that prohibits, prevents or restricts would prevent the consummation of the Transaction so as Closing. (c) Notwithstanding anything in this Agreement to permit the consummation contrary, Buyer and its Subsidiaries and Affiliates shall not be required to take any action, or agree to any hold separate order, sale, divestiture or disposition or other condition or limitation, in each case, that would, or would reasonably be expected to, have, individually or in the aggregate, a Regulatory Material Adverse Effect. A “Regulatory Material Adverse Effect” means, with respect to actions, hold separate orders, sales, divestitures or dispositions or other condition or limitation, whether relating to the businesses, assets or operations of Buyer or any of its Subsidiaries or the Conveyed Entities, a material adverse effect on a business, results, operations, EBITDA, or financial condition of the Transactionsize and scale of the Conveyed Entities, taken as a whole.

Filings and Authorizations. Sellers and Buyer have filed or supplied or will, as promptly as practicable, file or supply, or cause to be filed or supplied, all notifications and information required to be filed or supplied pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT") and, if necessary, any other Competition Laws, in connection with the transactions contemplated by this Agreement. As promptly as practicable, (a) Seller Sellers and Buyer shall will make, or cause to be made, all such other filings and submissions under laws, rules and regulations applicable to them, or to their Subsidiaries and Affiliates, as may be required for them to consummate the transactions contemplated hereby in accordance with the terms of this Agreement, and (b) Buyer will use commercially reasonable efforts to cooperate with each other to determine whether any filings are required to be made withobtain, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed obtained, all authorizations, approvals, consents and obtain or cause waivers from all Governmental Authorities necessary to be obtained all necessary Governmental Filings includingby them, as applicableor their Affiliates, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyerin order for them so to consummate such transactions. Notwithstanding anything in this Agreement to the contrary hereincontrary, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) uponincluding, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. without limitation clause (b) Seller and Buyer shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer covenants that it will, or will cause its Affiliates to, take all actions necessary, including any divestiture or hold separate agreements, to obtain all regulatory clearances, authorizations, waivers, consents and approvals from Governmental Authorities with respect to Competition Laws, provided that nothing herein shall be construed to require Buyer or its Affiliates to dispose of or hold separate business or product lines which generated annual gross sales for the year ended December 31, 1996 in excess of twenty percent (20%) of the gross sales of the Business for the year ended December 31, 1996. Subject to the foregoing, each party hereto shall (x) use commercially its reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, prevent the entry into a judicial or other authorizations from Governmental Entities are obtained as promptly as practicable, and in administrative proceeding brought under any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) antitrust law by any Governmental Entity Authority with jurisdiction over enforcement of any applicable Competition Law or Person any other party of any preliminary injunction or other order that challenges would make consummation of the validity or legality purchase of the Shares and the Assets in accordance with the terms of this Agreement unlawful or would prevent or delay it (including defending any litigation that could result in the Transaction entry of such injunction or claims damages order); and (y) take promptly, in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any the event that such claim, action, suit, investigation an injunction or order has been issued in such a proceeding, and all steps reasonably necessary to have vacatedprosecute an appeal of such injunction or order; provided, lifted, reversed or overturned any order, whether temporary, preliminary or permanenthowever, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as neither Sellers nor Buyer shall be required to permit the consummation of the Transactionundertake more than one such appeal.

Filings and Authorizations. (a) Seller Subject to the terms and conditions herein provided, Buyer and Conopco shall, and shall cause their respective Affiliates to, use commercially reasonable best efforts to cooperate with each other to determine whether any one another in (i) determining which filings are required or advisable to be made prior to the Closing with, or and which consents, permitsapprovals, authorizationspermits or authorizations (excluding, clearances (including for purposes of this Section 6.8, any Facility Security Clearances consents, approvals, permits or Personnel Security Clearances)authorizations required for the transfer of any Contract between a Company or a member of the Unilever Group, waivers or approvals on the one hand, and any Governmental Authority, on the other hand) are required or advisable to be obtained prior to the Closing from, any Governmental Authority or other third parties or Governmental Entities under any applicable Regulatory Law party in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby to which it is a party and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, transactions contemplated hereby and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, thereby and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for timely making all such payments or providing filings and timely seeking all such additional securityconsents, approvals, permits, authorizations and waivers. Conopco shall deliver to Buyer, and Buyer shall deliver to Conopco, a duly executed copy of each such consent, approval, permit, authorization or waiver promptly after obtaining it. (b) Seller and Buyer shall keep each other apprised In furtherance of the status foregoing, each party hereto agrees to make, or cause to be made, an appropriate filing of matters relating a notification and report form if required pursuant to the completion Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer1976, as amended (the case may be“HSR Act”), the EC Merger Regulation and any third party or Governmental Entity other Competition/Investment Law with respect to such transactions. Seller the transactions contemplated hereby as promptly as practicable after the date hereof and Buyer shall keep each other timely apprised of to supply as promptly as practicable any inquiries or requests for additional information from any Governmental Entity and documentary material that may be requested pursuant to the HSR Act, the EC Merger Regulation and any Regulatory other Competition/Investment Law and to use its reasonable best efforts to obtain clearance and cause the expiration or termination of the applicable waiting periods under the Consent AgreementHSR Act, the EC Merger Regulation and any other Competition/Investment Law as soon as practicable after the date hereof. Nothing in this Section 6.8 shall comply promptly with require (i) any such reasonable inquiry of Buyer or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views any member of the CMI Group to sell, hold separate or otherwise dispose of or conduct their business or the DiverseyLever Business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business or the DiverseyLever Business in a specified manner, or permit the sale, holding separate or other Party Table of Contents disposition of, any assets of Buyer or any member of the CMI Group, the Companies or the Assets or the conduct of the CMI Business or the DiverseyLever Business in connection a specified manner, whether as a condition to obtaining any approval from a Governmental Authority or any other person or for any other reason (“Buyer Regulatory Restrictions”), if such Buyer Regulatory Restrictions would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the CMI Business and the DiverseyLever Business, taken as a whole or (ii) Conopco or any of its Subsidiaries or Affiliates to conduct or not conduct any business (a “Relevant Business”) having a relationship (including any agency, sales, equity ownership or supply relationship) with, or any proposed written communication competitive impact on, the DiverseyLever Business and the CMI Business, taken as a whole, after the Closing, in a specified manner (“Unilever Regulatory Restrictions”), if such Unilever Regulatory Restrictions would reasonably be expected to any Governmental Entity relating to have a material adverse effect on the Transaction. Each business, financial condition or results of Seller and Buyer agrees that without the prior written consent operations of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicableRelevant Business. (c) In addition Each of Buyer and Conopco shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”), the European Commission 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 any of the transactions contemplated hereby, and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC, the European Commission or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the agreements set forth in Section 5.6(a) aboveextent appropriate or permitted by the DOJ, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consentsthe FTC, registrations, approvals, waivers, actions, non-actions, the European Commission or such other applicable Governmental Authority or other authorizations from Governmental Entities are obtained as promptly as practicableperson, give the other party the opportunity to attend and participate in such meetings and conferences; provided, however, that nothing herein shall require Buyer to provide any event prior information to Conopco in respect of any business other than the Outside DateCMI Business or require Conopco to provide any information to Buyer in respect of any business other than the DiverseyLever Business; provided, and further, that any conditions set forth each party shall, if necessary or desirable, provide such information in respect of such other businesses to outside counsel responsible for making the necessary filing or established by any submission, subject to execution of mutually satisfactory restricted access agreements with such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfiedcounsel. (d) In Subject to the event terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Section 6.8(a), Section 6.8(b) and Section 6.8(c), if any Action administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by any Governmental Entity or Person that challenges the validity or legality of this Agreement as violative of any Competition/Investment Law (a “Regulatory Challenge”), each of Buyer and Conopco shall cooperate in all respects with each other and use its respective reasonable best efforts, including (i) in the case of Buyer, selling, holding separate or otherwise disposing of or conducting its business in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a specified manner or permitting the sale, holding separate or other disposition of, any assets of Buyer or any member of the CMI Group, the Companies or the Transaction Assets or claims damages the conducting of the CMI Business or the DiverseyLever Table of Contents Business in connection therewitha specified manner, Buyer agrees and (ii) in the case of Conopco, conducting the DiverseyLever Business or any Relevant Business in a specified manner, in order to use its commercially reasonable efforts to contest, contest and resist and resolve any such claim, action, suit, investigation or proceeding, Regulatory Challenge and to have vacated, lifted, reversed or overturned any orderdecree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as transactions contemplated by this Agreement; provided that the provisions of this Section 6.8(d) are subject in all respects to permit the consummation last sentence of Section 6.8(b). Notwithstanding the Transaction.foregoing or any other provision of this Agreement, nothing in this Section 6.8 shall limit a party’s right to terminate this Agreement pursuant to Article X.

Filings and Authorizations. (a) Seller The Sellers and Buyer shall use commercially reasonable best efforts to cooperate with each other to determine whether any filings are required to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearancesnational security clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law or any Contract in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. SellerThe Sellers, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries Affiliates to, promptly file or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions within fifteen (15) Business Days of the date of this Agreement, (ii) as promptly as practicable any Governmental Filings required under Foreign Antitrust Laws and all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (iiiii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with costs of all Governmental Filings under applicable Regulatory Laws shall be borne fifty percent (50%) by the Sellers and fifty percent (50%) by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller and Buyer shall keep each other apprised Without limiting the generality of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity ’s undertaking pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in this Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith5.6, Buyer agrees to use its commercially reasonable best efforts and to contesttake any and all steps necessary to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Governmental Entity or any other party so as to enable the Parties hereto to receive any approval under any Regulatory Law at the earliest possible point in time and to close the Transactions as promptly as possible, resist including proposing, negotiating, committing to and resolve effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of any such claimof its assets, actionproperties or businesses or of the assets, suitproperties or businesses to be acquired by it pursuant to this Agreement as are required to be divested in order to avoid the entry of, investigation or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, and which would otherwise have the effect of materially delaying or preventing the consummation of the Transactions. In addition, Buyer shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacatedvacated or terminated, lifted, reversed or overturned any order, writ, judgment, injunction, decree, 57 stipulation, determination or award entered by or with any Governmental Entity (whether temporary, preliminary or permanent, ) that is in effect and that prohibits, prevents or restricts would prevent the consummation of the Transaction so as Closing. (c) Notwithstanding anything in this Agreement to permit the consummation contrary, Buyer and its Subsidiaries and Affiliates shall not be required to take any action, or agree to any hold separate order, sale, divestiture or disposition or other condition or limitation, in each case, that would, or would reasonably be expected to, have, individually or in the aggregate, a Regulatory Material Adverse Effect. A “Regulatory Material Adverse Effect” means, with respect to actions, hold separate orders, sales, divestitures or dispositions or other condition or limitation, whether relating to the businesses, assets or operations of Buyer or any of its Subsidiaries or the Conveyed Entities, a material adverse effect on a business, results, operations, EBITDA, or financial condition of the Transactionsize and scale of the Conveyed Entities, taken as a whole.

Filings and Authorizations. (a) Seller The parties hereto will, as -------------------------- promptly as practicable, and Buyer shall use commercially reasonable efforts to cooperate with each other to determine whether any in the case of filings are required under the HSR Act no later than five Business Days after the date of this Agreement, make or cause to be made withall such filings and submissions under Laws applicable to them or their Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or consentssupplied pursuant to the 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, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances)supplemental information and requests for additional information under the HSR Act, waivers or approvals are required to will be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection substantial compliance with the execution and delivery of this Agreement and the consummation requirements of the Transactions, and, wherever appropriate, request early termination applicable Law. Each of any waiting periods under such Regulatory Laws. SellerAlliedSignal and Buyer, on the one hand, and BuyerParent and Sellers, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything furnish to the contrary hereinother 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, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) uponSellers, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller AlliedSignal and Buyer shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other any communications between Seller or Buyer, as the case may bewith, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from from, any Governmental Entity pursuant to any Regulatory Law or under Entity, including the Consent AgreementFTC and the Antitrust Division, and shall comply promptly with any such reasonable inquiry or request. Seller Each of Parent and Buyer AlliedSignal shall permit counsel use its reasonable efforts to obtain any clearance required under the HSR Act for the other Party reasonable opportunity to review in advance, purchase and consider in good faith the views sale of the other Party Purchased Assets in connection withaccordance with the 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 obligate (a) Parent, the Companies, AlliedSignal, Buyer or their respective Affiliates to initiate, pursue or defend any proposed written communication litigation to which any Governmental Entity relating (including the Antitrust 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 Transaction. Each right of Seller and AlliedSignal, Buyer agrees that without or their respective Affiliates effectively to control or operate the prior written consent 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 other PartyBusiness or all or any portion of the Acquired Assets, it 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 not be breached or deemed breached as a result of the failure by any party hereto or any of its Affiliates to take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as to permit actions specified in the consummation of the Transactionpreceding sentence.

Filings and Authorizations. (1) Subject to the terms and conditions of this Agreement, the Parties shall use their reasonable best efforts, on a cooperative basis, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate the Transaction as soon as practicable, including: (a) Seller and Buyer shall use commercially reasonable efforts to cooperate cooperating with each other and acting reasonably to determine whether any filings are required as promptly as practicable following the date hereof which potential regulatory approvals identified in Schedule “C” will be the “Regulatory Approvals”, and which will be the “Closing Regulatory Approvals”, and which will be neither; (b) using their reasonable best efforts to be made withobtain and maintain all Regulatory Approvals and all approvals, or clearances, consents, registrations, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are notices and other confirmations required to be obtained from, from any third parties party that are necessary, proper or Governmental Entities under any applicable Regulatory Law in connection with advisable to consummate the execution Transaction contemplated by this Agreement; (c) preparing and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals; and (d) using reasonable best efforts to oppose, lift or rescind any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary herein, if the lessor injunction or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” restraining or other termination right) uponorder or notice seeking to stop, or otherwise requires adversely affecting their ability to consummate, the Transaction or imposing any material restrictions, limitations or conditions on the Parties or the Transaction. (2) The Parties shall co-operate in response the preparation of all applications for the Regulatory Approvals and any other orders, clearances, consents, notices, rulings, exemptions, certificates, no-action letters and approvals reasonably deemed by either the Purchaser or the Vendor to a notice be necessary to discharge their respective obligations under this Agreement or consent request which are otherwise advisable under applicable laws in connection with the Transaction. (3) Subject to applicable laws, the Parties shall cooperate with and keep each other fully informed as to all filings, submissions, correspondence, discussions, communications, meetings and proceedings relating to obtaining the Regulatory Approvals and any other actions or activities pursuant to this AgreementSection 7, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer and shall be solely responsible for making all such payments or providing all such additional security. (b) Seller and Buyer shall keep promptly notify each other apprised of the status of matters relating to the completion any material communication or correspondence from any Governmental Authority in respect of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Regulatory Law or under the Consent this Agreement, and shall comply promptly not make, have or send any filings, submissions, correspondence, discussions, communications, meetings or proceedings, or participate in any communications or meetings with or to any Governmental Authority, in respect of any of the Regulatory Approvals or the transactions contemplated by this Agreement unless such reasonable inquiry or request. Seller and Buyer shall permit counsel for Party consults with the other Party reasonable Parties in advance and, to the extent not precluded by such Governmental Authority, gives the other Parties the opportunity to review in advanceand comment on drafts of any such filings, submissions, correspondence or communications and provides final copies of such submissions, correspondence and communications, and consider to attend and participate in good faith any communications, meetings and proceedings. The Parties will each provide the views others with copies of all business records, including documents and emails, which are provided to a Governmental Authority in connection with the Regulatory Approvals or the transactions contemplated by this Agreement. (4) To the extent that any information or documentation to be provided by a Party to the other Parties pursuant to Section 6 or Section 7 of this Agreement is competitively sensitive, such information may be provided only to external counsel for such Party on an external counsel only basis. In addition, no provision contained in this Agreement shall be interpreted or construed as requiring the Purchaser to share with the Vendor or the Vendor’s counsel the specific value of the other Purchaser’s turnover or sales in countries where Regulatory Approvals are not sought by the Parties. (5) Each Party shall pay its own costs and fees incurred in connection withwith the Regulatory Approvals. Filing fees payable to Governmental Authorities in connection with the Regulatory Approvals shall be split equally between the Purchaser and the Vendor. (6) The Purchaser shall take any and all steps necessary to obtain the Regulatory Approvals, including, without limitation, making such arrangements, undertakings or agreements in respect of any proposed written communication of the businesses, properties, assets, rights or interests of the Xxxxx Xxxxxxx Group and/or the Purchaser and its subsidiaries and affiliates (in each such case without any reduction in the Purchase Price) as may be required in order to any Governmental Entity relating to obtain the Transaction. Each of Seller Regulatory Approvals. (7) The Purchaser acknowledges and Buyer agrees that without the prior written consent on Closing of the Transaction the Purchaser shall, without any reduction in the Purchase Price, pay and discharge in full, or cause to be paid and discharged in full, all amounts outstanding under the Retail Facilities, and agrees that it shall, in cooperation with the Vendor and the Corporation, make all necessary arrangements to do so and to obtain the release of all related Liens and any guarantees in respect of the Retail Facilities provided by the Guarantor and any of its subsidiaries. The Vendor, the Guarantor and the Purchaser acknowledge and agree that they shall cooperate with each other Partyin making arrangements for the full repayment and discharge by the Purchaser of the Retail Facilities on Closing and all related Liens and guarantees, it shall not take any action that will have including by cooperating to obtain all necessary “pay-off” letters from the effect of extending any waiting period lenders under any Regulatory Law or any Foreign Antitrust Lawsthe Retail Facilities and the return, as applicable, of the share certificates representing the shares of the Corporation’s subsidiaries that have been pledged under the Retail Facilities. In addition, the Purchaser acknowledges and agrees that following Closing of the Transaction it will, to the extent required, without any reduction in the Purchase Price, pay and discharge in full, or cause to be paid and discharged in full, all amounts outstanding under the Japan Facilities. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as to permit the consummation of the Transaction.8) [REDACTED – COMMERCIALLY SENSITIVE INFORMATION]

Filings and Authorizations. (a) Seller The Offeror and Buyer the Company shall use commercially reasonable efforts to cooperate with each other one another in respect of the Required Regulatory Approvals applicable to determine whether any the Common Share Offer (it being agreed that the Offeror shall have responsibility for and control over notices, approvals, relief and filings are required to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable in respect of the Required Regulatory Law in connection with Approvals) as promptly as practicable after the execution and delivery of this Agreement and the consummation of the Transactionsto: (a) make, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed made, all such filings and obtain submissions under all applicable Laws as may be required in connection with the Common Share Offer or such Required Regulatory Approvals; and (b) use all its commercially reasonable efforts to obtain, or cause to be obtained obtained, and secure all necessary Governmental Filings such Required Regulatory Approvals; and the Offeror and the Company shall 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 with respect to the Common Share Offer, including fulfilling as soon as is practicable any reasonable requests for additional information. Subject to any applicable Laws, the Offeror and the Company 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, as applicableto the extent permissible, providing each other with all notices and information supplied or filed with any Governmental Entity (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws except for notices and Foreign Export Control Lawsinformation which the Offeror or the Company, in each case acting reasonably, considers confidential and sensitive which may be filed on a confidential basis), and (ii) submissions of additional information requested by all notices and correspondence received from any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller The Offeror and Buyer Prefco shall keep each other apprised cooperate with one another in respect of the status of matters relating Required Regulatory Approvals applicable to the completion of Preferred Share Exchange Offer (it being agreed that the Transaction Offeror shall have responsibility for and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrationscontrol over notices, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained relief and filings in respect of the any Required Regulatory Approvals) as promptly as practicable, practicable after the execution and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality delivery of this Agreement to: (a) make, or the Transaction or claims damages cause to be made, all such filings and submissions under all applicable Laws as may be required in connection therewith, Buyer agrees to with the Preferred Share Exchange Offer or such Required Regulatory Approvals; and (b) use all its commercially reasonable efforts to contestobtain, resist and resolve any such claim, action, suit, investigation or proceedingcause to be obtained, and secure all such Required Regulatory Approvals; and the Offeror and Prefco shall use all commercially reasonable efforts to have vacatedtake, liftedor cause to be taken, reversed all other actions necessary, proper or overturned advisable in order for it to fulfil its obligations under this Agreement with respect to the Preferred Share Exchange Offer, including fulfilling as soon as is practicable any orderreasonable requests for additional information. Subject to any applicable Laws, whether temporarythe Offeror and Prefco 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, preliminary to the extent permissible, providing each other with all notices and information supplied or permanentfiled with any Governmental Entity (except for notices and information which the Offeror or Prefco, that is in effect each case acting reasonably, considers confidential and that prohibitssensitive which may be filed on a confidential basis), prevents or restricts the consummation of the Transaction so as to permit the consummation of the Transactionand all notices and correspondence received from any Governmental Entity.

Filings and Authorizations. (a) Purchaser and Seller and Buyer shall use commercially reasonable efforts to cooperate with each other to determine whether any filings are required to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, will on the one handdate hereof, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file make or cause to be filed made all filings and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Lawsapplications, and (ii) give all notices and submissions that are necessary or advisable to obtain Competition Act Approval. More specifically, in relation to Competition Act Approval, Purchaser will file with the Commissioner a competitive impact brief requesting an advance ruling certificate on the date hereof and, at the election of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment Parties will file merger notifications under Part IX of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision Competition Act no more than three Business Days after Seller informs the Purchaser of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional securityelection. (b) Seller and Buyer shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party Purchaser will pay all filing fees in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicablewith Competition Act Approval. (c) In addition Purchaser and Seller will coordinate and cooperate with each other in obtaining Competition Act Approval, including (i) providing each other with such information as may necessary for the purpose of preparing the application and filings referred to in paragraph (a) above (except for information which any of Purchaser, Seller or the Acquired Companies, acting reasonably, considers highly confidential and competitively sensitive, which shall only be provided to outside counsel of the other Party on a confidential and, if applicable, privileged basis), (ii) providing to the agreements set forth Commissioner such additional information as he may request in Section 5.6(aconnection with his review of the transactions contemplated by this Agreement, (iii) aboveproviding each other with advanced copies and reasonable opportunity to comment on all notices, Buyer applications, submissions, responses, filings and information to be supplied to or filed with the Commissioner (except for information which any of Purchaser, Seller or any Acquired Company, acting reasonably, considers highly confidential and competitively sensitive, which shall use commercially reasonable efforts only be provided to ensure that outside counsel of the other Party on a confidential and, if applicable, privileged basis), (iv) promptly providing each other with copies of all necessary material correspondence and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations information received from Governmental Entities are obtained as promptly as practicablethe Commissioner, and in any event prior to (v) keeping each other apprised of all material communications with the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfiedCommissioner. (d) In Neither Purchaser nor Seller shall participate in any material meeting, telephone call, negotiation or discussion with the event Commissioner related to Competition Act Approval, without giving the other prior notice of such meeting, telephone call, negotiation or discussion and the opportunity to attend and participate (to the extent permitted by the Commissioner). (e) Purchaser and Seller will use their best efforts to satisfy, as soon as possible, all requests for information and documentation received from the Commissioner and any Action is instituted other Governmental Entity. (f) Purchaser shall use its best efforts to obtain Competition Act Approval as soon as reasonably practicable but, in any event, no later than the Termination Date. For purposes of the foregoing, "best efforts" shall include proposing, negotiating, agreeing to and effecting, by undertaking, consent agreement, hold separate agreement or threatened to be institutedotherwise: (i) by the sale, divestiture, licensing or disposition of all or any Governmental Entity part of the businesses or Person that challenges assets of the validity or legality of this Agreement Purchaser, its Affiliates or the Transaction Acquired Companies; (ii) the termination of any existing contractual rights, relationships and obligations, or claims damages in connection therewithentry into or amendment of any arrangements; (iii) the taking of any action that, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the after consummation of the Transaction so as transactions contemplated by this Agreement, would limit the freedom of action of, or impose any other requirement on, the Purchaser or its Affiliates with respect to permit the consummation operation of one or more of the Transactionbusinesses, or the assets, of the Purchaser, its Affiliates or the Acquired Companies; and (iv) any other remedial action that may be necessary in order to obtain Competition Act Approval prior to the Termination Date, provided that: (A) any such action is conditioned upon the completion of the transactions contemplated by this Agreement; and (B) no such action shall consist of a divestiture the direct result of which would be a material remedy. None of the actions contemplated above shall result in any reduction or alteration to the Purchase Price‎. (g) Purchaser shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) or otherwise take any action that might reasonably be expected to make it more difficult, or to increase the time required, to obtain Competition Act Approval.

Filings and Authorizations. (a) Seller and Buyer shall use commercially reasonable efforts to cooperate with each other to determine whether any filings are required to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation ultimate parent entities of the TransactionsCompanies will, andas promptly as practicable, wherever appropriatefile or supply, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed or supplied, all notifications and obtain information required to be filed or supplied pursuant to the Hart-Scott-Rodino Antxxxxxx Xxxxxxxxxxts Act of 1976, as amended and the related regulations and published interpretations (the "HSR Act") and, if necessary, any other Competition Laws, in connection with the transactions contemplated by this Agreement. As promptly as practicable, (i) Sellers and Buyer will make, or cause to be obtained made, all necessary Governmental Filings includingsuch other filings and submissions under laws, rules and regulations applicable to them, or to their subsidiaries and Affiliates, as applicable, (i) filing as promptly as practicable all may be required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Lawsfor them to consummate the transactions contemplated hereby in accordance with the terms of this Agreement, and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with Buyer will exercise commercially reasonable efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Governmental Filings under applicable Regulatory Laws shall Authorities necessary to be borne obtained by Buyer, its subsidiaries or Affiliates, in order for them so to consummate such transactions. Notwithstanding anything in this Agreement to the contrary hereincontrary, if the lessor or licensor under any Leased Real Property conditions its grant of a consent including, without limitation, clause (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller and Buyer shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(aii) above, Buyer covenants that it will, or cause its Affiliates to, take all actions necessary, including any divestiture or hold separate agreements, to obtain all regulatory clearances, authorizations, waivers, consents and approvals from Governmental Authorities with respect to Competition Laws, provided that nothing herein shall be construed to require Buyer or its Affiliates to dispose of or hold separate business or product lines which generated annual gross sales for the year ended December 31, 1996 in excess of 10 percent (10%) of the Purchase Price. Subject to the foregoing, each party hereto shall (x) use commercially its reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, prevent the entry into a judicial or other authorizations from Governmental Entities are obtained as promptly as practicable, and in administrative proceeding brought under any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) antitrust law by any Governmental Entity Authority with jurisdiction over enforcement of any applicable Competition Law or Person any other party of any preliminary injunction or other order that challenges would make consummation of the validity or legality purchase of the Shares and the Assets in accordance with the terms of this Agreement unlawful or would prevent or delay it (including defending any litigation that could result in the Transaction entry of such injunction or claims damages order); and (y) take promptly, in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any the event that such claim, action, suit, investigation an injunction or order has been issued in such a proceeding, and all steps reasonably necessary to have vacatedprosecute an appeal of such injunction or order; provided, lifted, reversed or overturned any order, whether temporary, preliminary or permanenthowever, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as neither Sellers nor Buyer shall be required to permit the consummation of the Transactionundertake more than one such appeal.

Filings and Authorizations. The parties hereto agree to file the appropriate Notification and Report Form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (athe "HSR Act") Seller with respect to the transactions contemplated hereby within seven days after the date hereof. Any such filings and Buyer supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. The parties hereto shall use commercially furnish to the other such necessary information and reasonable efforts to cooperate with each assistance as the other to determine whether any filings are required to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law may request in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination its preparation of any waiting periods filing or submission which is necessary under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental EntityHSR Act. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller and Buyer parties shall keep each other one another apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other any communications between Seller or Buyer, as the case may bewith, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from from, any Governmental Entity pursuant to any Regulatory Law or under Authority, including the Consent AgreementUnited States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel The parties hereto will use their reasonable efforts to obtain any clearance required under the HSR Act for the other Party reasonable opportunity to review in advance, purchase and consider in good faith the views sale of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the TransactionAcquired Assets. Each of Seller the parties hereto agrees to promptly make any other filing that may be required under any antitrust law or by any antitrust authority and effect all other filings with and notifications to government agencies in any other jurisdiction where such filings are notifications are required. Buyer agrees that without shall bear filing fees associated with the prior written consent filings required under the HSR Act and any other similar filings required in any other jurisdictions. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate Buyer, Parent or their Affiliates (a) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the Antitrust Division and the FTC) is a party, (b) to agree or otherwise become subject to any material limitations on (i) the right of Buyer, Parent or their Affiliates effectively to control or operate the Business, (ii) the right of Buyer, Parent or their Affiliates to acquire or hold the Business, or (iii) the right of Buyer or Parent to exercise full rights of ownership of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law Business or all or any Foreign Antitrust Lawsmaterial portion of the Acquired Assets, as applicable. or (c) In addition to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actionsestablishment of a trust or otherwise), or other authorizations from Governmental Entities are obtained as promptly as practicabledivest itself of all or any portion of the business, and assets or operations of Buyer, Parent, any of their Affiliates or the Business. Seller acknowledges that no representation, warranty or covenant of Buyer or Parent in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement shall be breached or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation deemed breached as a result of the Transaction so as failure by Buyer or Parent to permit the consummation take any of the Transactionactions specified in the preceding sentence.

Filings and Authorizations. (a) Seller The parties hereto will, as -------------------------- promptly as practicable, and Buyer shall use commercially reasonable efforts to cooperate with each other to determine whether any in the case of filings are required under the HSR Act no later than five Business Days after the date of this Agreement, make or cause to be made withall such filings and submissions under Laws applicable to them or their Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or consentssupplied pursuant to the 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, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances)supplemental information and requests for additional information under the HSR Act, waivers or approvals are required to will be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection substantial compliance with the execution and delivery of this Agreement and the consummation requirements of the Transactions, and, wherever appropriate, request early termination applicable Law. Each of any waiting periods under such Regulatory Laws. Sellerthe Parent and Buyer, on the one hand, and BuyerSeller, on the other handother, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything furnish to the contrary herein, if other such necessary information and reasonable assistance as the lessor other may request in connection with its preparation of any filing or licensor submission which is necessary under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) HSR Act. Seller and Buyer shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other any communications between Seller or Buyer, as the case may bewith, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from from, any Governmental Entity pursuant to any Regulatory Law or under Entity, including the Consent AgreementFTC and the Antitrust Division, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without shall use its reasonable best efforts to obtain any clearance required under the prior written consent HSR Act for the purchase and sale of the other PartyAcquired Assets in accordance with the terms and conditions hereof, it shall not take including by initiating, pursuing or defending any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, litigation or other authorizations from legal proceedings, whether judicial or administrative, against or involving any Governmental Entities are obtained as promptly as practicable, Entity (including the Antitrust Division and in the FTC) with respect thereto (and including seeking to have any event prior to the Outside Date, and that any conditions set forth in stay or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) temporary restraining order entered by any Governmental Entity vacated or Person reversed). Nothing contained in this Agreement, including under this Section 5.3 and Sections 5.2, 5.8 and 5.11, will require or obligate Parent or Buyer or their respective Affiliates (a) to agree or otherwise become subject to any limitations on (i) the right of Buyer or its Affiliates effectively to control or operate the Business, (ii) the right of Buyer or its Affiliates to acquire or hold the Business, or (iii) the right of Buyer to exercise full rights of ownership of the Business or all or any portion of the Acquired Assets, or (b) 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 the Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that challenges the validity no representation, warranty or legality covenant of Buyer contained in this Agreement shall be breached or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation deemed breached as a result of the Transaction so as failure by Parent or Buyer to permit the consummation take any of the Transactionactions specified in the immediately preceding sentence.

Filings and Authorizations. (a) Seller Each of Buyer and the Company shall, and the Company shall cause the other Acquired Companies to, promptly make or cause to be made any and all required filings with Governmental Entities for the change of ownership of the Permits issued to the Acquired Companies by such Governmental Entities, including those noted on Part 3.1(c) of the Disclosure Schedule. Each of Buyer and the Sellers agree to cooperate with and promptly to consult with the other party or its counsel with respect to any filing with any Governmental Entity. Without limitation of the foregoing, promptly following the date hereof, the Sellers and the Buyer shall jointly approach the OIG in relation to the Corporate Integrity Agreement and the transactions contemplated hereby and work together in good faith to jointly make or cause to be made all Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement. (b) The parties agree to cooperate fully and promptly respond to any inquiries or investigations initiated by such Governmental Entities in connection with any such filings. The Sellers shall deliver (or cause to be delivered) to Buyer at or prior to the Closing all such documents as Buyer may reasonably request to obtain approval of the change of ownership of the Acquired Companies contemplated by Section 4.5(a) of this Agreement. (c) Each of the parties shall (i) cooperate with one another and respond as promptly as practicable to any inquiries or requests received from the foregoing Governmental Entities, the Attorney General Office of any State, or other applicable Governmental Entity for additional information or documentation, (ii) not enter into any agreement with the foregoing Governmental Entities not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, (iii) use commercially reasonable best efforts to obtain any clearances or consents that may be required, (iv) make any further filings or information submissions pursuant thereto that may be reasonably necessary or advisable, and (v) promptly make any filings or submissions required under any applicable state antitrust or trade regulation Law. Each of such parties shall use its reasonable best efforts to obtain any clearance or consents or to resolve any objections that may be asserted by the applicable Governmental Entity, in each case as promptly as practicable. Each of the parties shall (A) promptly notify the other parties of any written communication to that party or its Affiliates from any Governmental Entity to the extent permitted by applicable Law and, subject to applicable Law, permit the other parties to review in advance any proposed written communication to any of the foregoing, (B) to the extent permitted by applicable Law, not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other parties in advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate thereat, (C) use reasonable best efforts to consult in advance and cooperate with each other to determine whether in connection with any filings are required analyses, appearances, presentations, memoranda, briefs, arguments and proposals to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances submitted by or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination on behalf of any waiting periods party to a Governmental Entity relating to the transactions, and (D) to the extent permitted under applicable Law, furnish the other parties with copies of all correspondence, filings, and written communications between such Regulatory Laws. Sellerparty and its Affiliates and their respective Representatives, on the one hand, and Buyerany Governmental Entity, on the other hand, shallwith respect to this Agreement and the transactions contemplated hereby (unless the furnishing of such information would (1) violate the provisions of any applicable Law or any confidentiality agreement or (2) cause the loss of the attorney-client privilege with respect thereto; provided that each such party shall use its reasonable best efforts to promptly communicate to the other parties the substance of any such communication, and shall cause their respective Subsidiaries towhether by redacting parts of such material communication or otherwise, promptly file so that such communication would not violate applicable Law or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings includingthe loss of the attorney-client privilege with respect thereto). Further, any party may, as applicableit deems advisable and necessary, (i) filing as promptly as practicable all required Governmental Filings under reasonably restrict any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything competitively sensitive material provided to the contrary hereinother parties under this Section 4.5 as “outside counsel only,” and with respect to material so designated, if outside counsel to whom such material is provided may not disclose the lessor or licensor under any Leased Real Property conditions its grant information to others without prior authorization from the party providing the material. (d) Promptly following the parties’ execution and delivery of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment Sellers will give (or will cause the Acquired Companies to give) any notices to third parties and will, from the date of a consent feethis Agreement until the Closing, “profit sharing” payment use reasonable best efforts to obtain (or other consideration cause the Acquired Companies to obtain) any third party consents referred to in Part 3.1(f) of the Disclosure Schedule. (including increased rent payments), or the provision of additional security (including a guaranty), e) Buyer shall be solely responsible for making the cost of all such payments filing, consent or providing all such additional security. (b) Seller and Buyer shall keep each other apprised of the status of matters approval fees relating to the completion of the Transaction and promptly furnish the other with copies of notices filings or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect submissions to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity be made pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicablethis Section 4.5. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as to permit the consummation of the Transaction.

Filings and Authorizations. (a) Seller Each of Parent and Buyer the Company shall: (i) make or cause to be made the filings required of such party under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, but in no event later than twenty (20) Business Days after the Execution Date (such deadline being subject to the Parties’ commercially reasonable cooperation as required by this Section 5.4); (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the United States Federal Trade Commission or the United States Department of Justice or any other Governmental Authority in respect of such filings or such transactions; and (iii) subject to Section 5.4(d), cooperate in a commercially reasonable manner with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. To the extent not prohibited by applicable Laws, each party to this Agreement shall use all commercially reasonable efforts to cooperate with furnish to each other to determine whether all information required for any filings are required application or other filing to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required pursuant to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law Laws in connection with the execution and delivery of Merger. Each party to this Agreement shall give the other party reasonable prior notice of any communication with, and the consummation any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such filings or any such transaction. None of the TransactionsParties to this Agreement shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the meeting or conversation and, wherever appropriateunless prohibited by such Governmental Authority, request early termination the opportunity to attend or participate; provided, however, that a Party or its legal counsel may respond to any unsolicited telephone calls from such Governmental Authority without prior notice to, or participation of, the other Parties but before discussing any substantive matters, such party or its legal counsel shall seek to add legal counsel for the other Party to the call or to reschedule the call for a time when all Parties and/or their counsel may participate. The Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any waiting periods party to this Agreement in connection with proceedings under such Regulatory or relating to the HSR Act or other Antitrust Laws. Seller, on Parent shall take the one hand, lead in coordinating any filings and Buyer, on obtaining any necessary approvals under the HSR Act or any other hand, shall, and federal or state antitrust Laws. Parent shall cause their respective Subsidiaries to, promptly file or cause to be filed and obtain or cause to be obtained pay all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated payable in connection with all Governmental Filings under applicable Regulatory Laws shall be borne the filings by Buyer. Notwithstanding anything to the contrary herein, if parties required by the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional securityHSR Act. (b) Seller Subject to Section 5.4(d), each of Parent and Buyer shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer Company shall use its commercially reasonable efforts to ensure that all necessary resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Merger and appropriate consentsthe other transactions contemplated by this Agreement under the HSR Act, registrationsthe Xxxxxxx Antitrust Act of 1890, approvalsas amended, waiversthe Xxxxxxx Act of 1914, actionsas amended, non-actionsthe Federal Trade Commission Act, or other authorizations from Governmental Entities are obtained as promptly as practicableamended, and in any event prior other United States federal or state Laws that are designed to prohibit, restrict or regulate actions having the Outside Datepurpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). In connection therewith and that subject to Section 5.4(d), if any conditions set forth in administrative or established by any such consents, clearances, approvals, waivers, actions, judicial action or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by any Governmental Entity or Person that challenges the validity or legality of this Agreement as inconsistent with or violative of any Antitrust Law, each of Parent and the Transaction Company shall (by negotiation, litigation or claims damages in connection therewith, Buyer agrees to otherwise) cooperate and use its commercially reasonable efforts vigorously to contest, contest and resist and resolve any such claim, action, suit, investigation action or proceeding, including any administrative or judicial action, and to have vacated, lifted, reversed or overturned any orderdecree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents prevents, delays or restricts consummation of the Merger and the other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit the right of a party to this Agreement to terminate this Agreement pursuant to Section 9.1(c), so long as such party to this Agreement has until that time complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Merger and the other transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement. (c) Subject to Section 5.4(d), each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to obtain the approval or waiver of any Governmental Authority with jurisdiction with respect to the Antitrust Laws regarding the Merger and to consummate, in the most expeditious manner practicable, the Merger, including (i) obtaining all other necessary actions or non-actions, waivers, consents, licenses, permits, authorizations, orders and approvals from Governmental Authorities and making all other necessary registrations and filings (including filings with Governmental Authorities, if any), (ii) obtaining all consents, approvals or waivers from third parties related to or required in connection with the Merger that are necessary to consummate the Merger, (iii) executing and delivering any additional instruments reasonably necessary to consummate the Merger, and to fully carry out the purposes of, this Agreement and (iv) providing all such information concerning such party, its Subsidiaries, its Affiliates and its Subsidiaries’ and Affiliates’ officers, directors, employees and partners as may be reasonably requested in connection with any of the matters set forth in Section 5.4(a), Section 5.4(b) or this Section 5.4(c). In furtherance and not in limitation of the efforts referred to above in this Section 5.4, if any objections are asserted with respect to the Merger under the Antitrust Laws, or if any action, suit or proceeding is instituted (or threatened to be instituted) by any Governmental Authority or any third party challenging the Merger or that would otherwise prohibit, impair or delay the consummation of the Transaction Merger, the Parties agree to take, and to cause their Affiliates to take, commercially reasonable steps to avoid or eliminate as soon as possible each and every impediment under the Antitrust Laws that may be asserted by any Governmental Authority so as to permit enable the consummation parties hereto to expeditiously consummate the Merger. (d) Notwithstanding anything to the contrary in this Agreement, each of Parent and the Company shall not be required, in order to resolve any objections asserted under Antitrust Laws by any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement (other than any objections relating to or resulting from a Prohibited Transaction (as defined below) to take or agree to take any action or agree to any limitation or restriction, that its Board of Directors reasonably determines in good faith, (i) in the case of Parent, would have a Parent Material Adverse Effect, (ii) would materially reduce the overall benefits expected, as of the Execution Date, to be realized by Parent or the Company Shareholders from the Merger, or (iii) would result in a reduction in the Merger Consideration in excess of $7.5 million, or (iv) materially limits the Company’s, a Company Subsidiary’s or Parent’s freedom of action with respect to the conduct of their respective businesses, whether before or after the Effective Time. (e) From the date hereof until the Closing, Parent and its controlled Affiliates shall not acquire, agree to acquire, any retail gasoline stations or fuel terminals located in the State of Hawaii, either directly or indirectly, if the acquisition of such assets would materially and adversely affect or delay the ability of Parent and the Company to obtain expiration or termination of the HSR Waiting Period or clearance by the State of Hawaii under the Hawaii antitrust Laws (a “Prohibited Transaction”). Parent represents to the Company that as of the Execution Date, neither Parent nor any of its controlled Affiliates has agreed or submitted a bid or offer to enter into a Prohibited Transaction. In the event of a breach of this Section 5.4(f), if the Merger is enjoined as a result of a breach of this Section 5.4(f), or if the Closing does not occur within the period set forth in Section 9.1(b) (including extensions) as a result of such breach, and this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) or 9.1(c), Parent shall be obligated to pay to the Company the sum of $15.0 million as liquidated damages. The Company shall be entitled to disbursement of the Deposit to apply towards payment of this amount, and the balance, if any, of such $15.0 million liquidated damages shall be due as of the date of termination.

Filings and Authorizations. (a) Seller Each of Buyer and Buyer shall Xxxxxxxx will, as soon as practicable, deliver any notices to, make any filings with, and use their respective commercially reasonable efforts to obtain as promptly as possible all consents, approvals and authorizations of any governmental entities that are necessary to consummate and make effective the transactions contemplated hereby. (a) In furtherance of the foregoing, Buyer and Xxxxxxxx shall each cooperate with each the other to determine whether any filings are required to be made withprepare and file, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed prepared and obtain or cause to be obtained all necessary Governmental Filings includingfiled, as applicablesoon as reasonably practicable after the date hereof, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Lawsfilings, and (ii) notices, petitions, statements, submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated information, applications or other documents required with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything respect to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent transactions contemplated hereby (including by threatening those under the HSR Act) that are necessary to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or obtain any consent request pursuant to this Agreementfrom any governmental entity (collectively, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent paymentsGovernmental Filings”), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller All filing and Buyer shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party related fees incurred in connection with, any proposed written communication to any with the Governmental Entity relating to Filings shall be split evenly by the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicableParties. (c) In addition Buyer and Company shall, to the agreements set forth extent permitted by Law, provide prompt notice to the other of any material communication (whether written or oral) received by it from any governmental entity with respect to any of the Governmental Filings or the subject matter thereof (and if such communication is in Section 5.6(a) abovewriting, Buyer shall use commercially reasonable efforts provide a copy to ensure that all necessary and appropriate consentsthe other party), registrationsreasonably consult with Xxxxxxxx, approvals, waivers, actions, non-actionsin the case of Buyer, or other authorizations from Buyer, in the case of Xxxxxxxx, prior to providing any additional material information to or otherwise conducting any material communications (whether in written or oral form) with any governmental entity with respect to any of the Governmental Entities are obtained as promptly as practicableFilings or the subject matter thereof, and consider the reasonable comments of Xxxxxxxx, in the case of Buyer, or Buyer, in the case of Xxxxxxxx, in connection with providing any additional material information to or otherwise conducting any material communications (whether in written or oral form) with any governmental entity with respect to any of the Governmental Filings or the subject matter thereof. Each of Buyer and Xxxxxxxx shall have the right to have a representative attend and participate in any event prior to meeting with any governmental entity concerning any of the Outside Date, and that any conditions set forth in Governmental Filings or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfiedthe subject matter thereof. (d) In Notwithstanding the event foregoing, nothing in this Section 7.2 shall require, or be construed to require, Buyer or any Action is instituted of its Affiliates to agree to (i) sell, hold, divest, discontinue or threatened limit, before or after the Closing Date, any assets, businesses or interests of Buyer, any of the Acquired Subsidiaries or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to be institutedmaterially and adversely impact the Buyer or the economic or business benefits to Buyer of the transactions contemplated by this Agreement; or (iii) by any Governmental Entity material modification or Person that challenges waiver of the validity or legality terms and conditions of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as to permit the consummation of the TransactionAgreement.

Filings and Authorizations. Seller and Purchaser, at Purchaser’s sole expense, as soon as practicable after the execution of this Agreement, shall: (a) Seller make, or cause to be made, all such filings and Buyer shall use commercially reasonable efforts submissions under all Laws applicable to cooperate with each other to determine whether any filings are it, as may be required to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law complete the purchase and sale of the Purchased Interest in connection accordance with the execution and delivery terms of this Agreement and the consummation of the Transactionsother transactions contemplated by this Agreement; and (b) use Commercially Reasonable Efforts to obtain, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be obtained, all Authorizations necessary or advisable in order to complete the transfer of the Purchased Interest and the other transactions contemplated by this Agreement. Seller and Purchaser shall coordinate and cooperate with each other in exchanging information and supplying such assistance as is reasonably requested in connection with the foregoing including providing each Party with all notices and information supplied to or filed with any Governmental Authority and obtain all notices and correspondence received from any Governmental Authority (except for notices and information which Seller or Purchaser, in each case acting reasonably, consider highly confidential and sensitive and which may be filed on a confidential basis). In furtherance of, but not in limitation of, the foregoing, Purchaser shall (x) cause to be obtained furnished to Seller any information requested by Seller as may be, in Seller’s discretion, necessary for any Affiliate of Seller to determine its qualification as a real estate investment trust under the Code and its compliance with all necessary Governmental Filings includingapplicable real estate investment trust compliance requirements, as applicablethe cost of which shall, (i) filing as promptly as practicable all required Governmental Filings under if such information is not already available to Purchaser, be borne by Seller, provided, however, that Purchaser shall provide Seller with a quote on the anticipated cost prior to incurring any Foreign Antitrust Laws and Foreign Export Control Lawsmaterial cost in order for Seller to determine whether or not to require such information based on the cost thereof, and (iiy) submissions of additional information requested cooperate and cause its Affiliates to cooperate with Seller in a reasonable manner to cooperate with any accountants designated by Seller in connection with any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary hereinreporting, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or attestation, compliance, certification and other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller and Buyer shall keep each other apprised requirements of the status Securities Exchange Act of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer1934, as the case may beamended, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised requirements of any inquiries or requests for additional information from any other Governmental Entity pursuant Authority, applicable to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, entity that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as intending to permit the consummation of the Transactioncomply with such real estate investment trust requirements.

Filings and Authorizations. (a) Seller Unless Purchaser and Buyer Vendor mutually agree in writing not to take such action, within 4 Business Days of the date of this Agreement or such other date as the Parties may agree in writing, Purchaser and Vendor shall use commercially reasonable efforts each make a premerger notification filing in respect of the transactions contemplated by this Agreement with the Commissioner in accordance with Part IX of the Competition Act. Purchaser and Vendor shall provide to cooperate the Commissioner at the earliest practicable date all additional information, documents or other materials that may be requested by the Commissioner in connection with his review of the transactions contemplated by this Agreement. Purchaser and Vendor shall each other to determine whether any filings are required to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law pay half of the filing fees incurred in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional securityCompetition Act Approval. (b) Seller Purchaser and Buyer Vendor shall keep consult and cooperate with each other apprised in connection with the effort to obtain the Competition Act Approval. Without limiting the generality of the status of matters relating foregoing, (i) each Party shall be given a reasonable opportunity to the completion of the Transaction review in advance and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and comment on any third party or proposed submissions to any Governmental Entity with respect to the Competition Act Approval, and reasonable consideration shall be given to any comments made by such transactions. Seller and Buyer Party, (ii) each Party shall keep each promptly notify the other timely apprised Parties of any inquiries or requests for additional information communication from any Governmental Entity pursuant to any Regulatory Law or under in connection with the Consent AgreementCompetition Act Approval and provide a copy thereof, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity Parties to review in advanceadvance any proposed communication with a Governmental Entity, (iii) no Party shall participate in any meeting, discussion or correspondence of a substantive nature (whether in person or by telephone or otherwise) with a Governmental Entity in connection with the Competition Act Approval unless it consults with the other Parties in advance and provides the other Parties or their external counsel the opportunity to attend and participate thereat, and consider in good faith (iv) neither Party will (and Vendor will cause the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall Corporation not to) take any action that will is likely to have the effect of extending materially delaying, impairing or impeding the receipt of any waiting period under any Regulatory Law Competition Act Approval. Notwithstanding the foregoing, it is agreed that where submissions or any Foreign Antitrust Lawscommunications contain competitively sensitive information of a Party, as applicablesuch submissions or communications will be shared on an external counsel only basis with counsel to the other Parties, and redacted versions of such submissions or communications will be provided to the other Parties. (c) In addition to Purchaser and Vendor shall (and Vendor shall cause the agreements set forth in Section 5.6(aCorporation to) above, Buyer shall use their commercially reasonable efforts to ensure that all necessary and appropriate consentsobtain the Competition Act Approval as soon as reasonably practicable but, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to event, no later than the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In Purchaser, acting reasonably, and after consultation with the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges Vendor, will determine and direct the validity or legality of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contestobtain the Competition Act Approval, resist including leading all communications and resolve any strategy relating to such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as to permit the consummation of the Transactionefforts.

Filings and Authorizations. (a) Seller The Issuer and Buyer shall each of the Purchasers and JPMP Asia, as applicable, as promptly as practicable after the execution of this Agreement, will (i) make, or cause to be made, all such filings and submissions under all Laws applicable to them, as may be required for them to consummate the issuance, purchase and sale of the Special Warrants, the Purchase Warrants and the Underlying Securities in accordance with the terms of this Agreement, (ii) use commercially their best efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by in order to consummate such issue and sale, and (iii) use all reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for them to fulfill their obligations under this Agreement. The Issuer, the Purchasers and JPMP Asia, as applicable, will coordinate and cooperate with each other to determine whether any filings are required to in exchanging such information and supplying such assistance as may be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law reasonably requested by each in connection with the execution foregoing including, without limitation, providing each other with all notices and delivery of this Agreement information supplied or filed with any Governmental Entity (except for notices and information which the consummation of Issuer or the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, Purchasers and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings includingJPMP Asia, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws in each case acting reasonably, consider highly confidential and Foreign Export Control Lawssensitive which may be filed on a confidential basis), and (ii) submissions of additional information requested by all notices and correspondence received from any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller The Issuer shall use its best efforts to file and Buyer shall keep each other apprised obtain acceptance of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity Issuer's private placement notice by The Toronto Stock Exchange with respect to such transactions. Seller the securities to be issued and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity sold pursuant to any Regulatory Law or under this Agreement and the Consent AgreementAncillary Agreements. If the Issuer is unable to obtain such acceptance, and then the parties shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider negotiate in good faith to structure, create and issue (subject to regulatory approval) a new security or securities that have, in the views sole judgment of the Purchasers and JPMP Asia, as applicable, identical economic terms (including tax consequences) to those set forth herein and in the Ancillary Agreements and, with respect to all other Party material terms, such new securities shall be substantially equivalent in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent sole judgment of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust LawsPurchasers and JPMP Asia, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction so as to permit the consummation of the Transaction.

Filings and Authorizations. (a) Each of Seller and Buyer shall use commercially reasonable efforts to cooperate with each other to determine whether any filings are required to be made with, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries toas promptly as practicable after the date hereof, promptly file or supply, or cause to be filed or supplied, all notifications and obtain information required to be filed or supplied pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) in connection with the transactions contemplated by this Agreement. Each of Seller and Buyer 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. As promptly as practicable, Seller and Buyer will make, or cause to be obtained made, all necessary Governmental Filings includingsuch other filings and submissions under laws, rules and regulations applicable to them, or to their Affiliates, as applicable, (i) filing as promptly as practicable all may be required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions for them to consummate the transactions contemplated hereby in accordance with the terms of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller and Buyer shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyer, as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely one another apprised of the status of any communications with, and inquiries or requests for additional information from from, any Governmental Entity pursuant to any Regulatory Law or under Authority, including the Consent AgreementUnited States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for pay the other Party reasonable opportunity to review in advance, and consider in good faith costs of all filing fees under the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicableHSR Act. (cb) In addition Each of the parties shall use reasonable commercial efforts to resolve any objections that may be asserted by the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice with respect to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicabletransactions contemplated hereby, and in shall cooperate with each other to contest any event prior challenges to the Outside Date, and that any conditions set forth in or established transactions contemplated hereby by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In Authority. The Buyer and the event any Action is instituted (or threatened Seller agree to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees cooperate and to use its commercially their respective reasonable commercial efforts to contestobtain any government clearances or approvals required for Closing under the HSR Act, to respond to any government requests for information under the HSR Act, and to contest and resist and resolve any such claim, action, suitincluding any legislative, investigation administrative or proceedingjudicial action, and to have vacated, lifted, reversed or overturned any orderdecree, judgment, injunction or other order (whether temporary, preliminary or permanent, ) that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the Transaction so as transactions contemplated by this Agreement under the HSR Act or which is otherwise required to permit consummate the consummation of the Transactiontransactions contemplated by this Agreement.

Filings and Authorizations. (a) Seller and Buyer shall use commercially reasonable efforts to cooperate with each other to determine whether any filings are required to be made withThe parties hereto will as promptly as practicable, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file make or cause to be filed made all such filings and obtain submissions under laws, rules and regulations applicable to it or cause its Affiliates as may be required (in the judgment of the Acquiror) to be obtained all necessary Governmental Filings including, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions consummate the terms of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings under applicable Regulatory Laws shall be borne by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, including all petitions and applications to be filed or supplied pursuant to the payment of a consent feeHSR Act, “profit sharing” payment or other consideration the DGCL and the MGBCL and with (including increased rent paymentsA) to the extent required, the Missouri Public Service Commission (the "MPSC") pursuant to the Missouri Public Service Commission Law (the "Missouri Utility Code"), (B) the Illinois Commerce Commission (the "ILCC") pursuant to the Illinois Public Utilities Act, (C) to the extent required, the Indiana Utility Regulatory Commission (the "INURC") pursuant to the Indiana Public Service Commission Act of 1941 (the "Indiana Utility Code") and (D) the New York Public Service Commission (the "NYPSC") pursuant to the New York Public Service Law. Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Acquiror and the provision Company shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of additional security (including a guaranty)any filing or submission with the MPSC, Buyer ILCC, INURC and the NYPSC or which is necessary under the HSR Act, the DGCL or MGBCL, and each of Acquiror and the Company shall be solely responsible for making all such payments furnish to the other copies of any correspondence with or providing all such additional security. (b) Seller from any Authority that relates to the transactions contemplated by this Agreement. The Company and Buyer Acquiror shall keep each other apprised of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other any communications between Seller or Buyer, as the case may bewith, and any third party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from from, any Governmental Entity pursuant to any Regulatory Law or under Authority, including the Consent AgreementMPSC, ILCC, INURC, NYPSC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller Company and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that Acquiror will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially its reasonable efforts to ensure that obtain any clearance required under the HSR Act and from the MPSC, ILCC, INURC, and NYPSC or any other Authority for the Merger and the other transactions contemplated hereby. The Company and Acquiror will furnish all necessary information required to be included in any application or other filing to be made pursuant to the rules and appropriate consentsregulations of any governmental or regulatory authorities, registrationsdomestic or foreign, approvalsin connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, waiversnothing contained in this Agreement will require or obligate Acquiror (i) to initiate or defend any litigation to which any governmental or regulatory authority, actionsdomestic and foreign (including the MPSC, non-actionsthe ILCC, the INURC, the NYPSC, the Antitrust Division of the Justice Department and the Federal Trade Commission) is a party, (ii) to agree or otherwise become subject to any material limitations on (A) the right of Acquiror or its Affiliates effectively to control or operate the business, assets, or other authorizations from Governmental Entities operations of the Company and the Subsidiaries, (B) the right of Acquiror or its Affiliates to acquire or hold the business, assets, or operations of the Company and the Subsidiaries, or (C) the right of Acquiror to exercise full rights of ownership of the Company Common Shares acquired by Acquiror (if any Company Common Shares are obtained as promptly as practicableso acquired) including, and in without limitation, the right to vote any event prior Company Common Shares held by Acquiror on all matters properly presented to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actionsCompany's stockholders, or non-actions (iii) to agree or other authorizations from Governmental Entities are satisfied. otherwise be required to sell or dispose of, hold separate (d) In through the event establishment of a trust or otherwise), or divest itself of all or any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts to contest, resist and resolve any such claim, action, suit, investigation or proceeding, and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation portion of the Transaction so as to permit the consummation business, assets, or operations of the TransactionCompany, any Subsidiary or Acquiror or any of its Affiliates.

Filings and Authorizations. (a) Seller Subject to the terms and Buyer conditions of this Agreement, each party shall use its commercially reasonable efforts to cooperate with each other to determine whether any filings are required to be made withtake, or consents, permits, authorizations, clearances (including any Facility Security Clearances or Personnel Security Clearances), waivers or approvals are required to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and, wherever appropriate, request early termination of any waiting periods under such Regulatory Laws. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, promptly file or cause to be filed and obtain taken, all actions to do, or cause to be obtained done, all necessary Governmental Filings includingthings necessary, as applicable, (i) filing as promptly as practicable all required Governmental Filings under any Foreign Antitrust Laws and Foreign Export Control Laws, and (ii) submissions of additional information requested by any Governmental Entity. The filing fees (but not Seller’s attorneys’ fees) associated with all Governmental Filings proper or advisable under applicable Regulatory Laws shall be borne to consummate the transactions contemplated by Buyer. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), Buyer shall be solely responsible for making all such payments or providing all such additional security. (b) Seller . In furtherance and Buyer shall keep each other apprised not in limitation of the status of matters relating to the completion of the Transaction and promptly furnish the other with copies of notices or other communications between Seller or Buyerforegoing, as the case may be, and any third each party or Governmental Entity with respect to such transactions. Seller and Buyer shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Regulatory Law or under the Consent Agreement, and shall comply promptly with any such reasonable inquiry or request. Seller and Buyer shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity relating to the Transaction. Each of Seller and Buyer agrees that without the prior written consent of the other Party, it shall not take any action that will have the effect of extending any waiting period under any Regulatory Law or any Foreign Antitrust Laws, as applicable. (c) In addition to the agreements set forth in Section 5.6(a) above, Buyer shall use commercially reasonable efforts to ensure that all necessary and appropriate consents, registrations, approvals, waivers, actions, non-actions, or other authorizations from Governmental Entities are obtained as promptly as practicable, and in any event prior to the Outside Date, and that any conditions set forth in or established by any such consents, clearances, approvals, waivers, actions, or non-actions or other authorizations from Governmental Entities are satisfied. (d) In the event any Action is instituted (or threatened to be instituted) by any Governmental Entity or Person that challenges the validity or legality of this Agreement or the Transaction or claims damages in connection therewith, Buyer agrees to use its commercially reasonable efforts (i) to contestfile or cause to be filed a Notification and Report Form pursuant to the HSR Act no later than ten (10) Business Days after the date of this Agreement and any other required regulatory filings with foreign antitrust authorities, resist the Department of Transportation (“DOT”) and resolve any other Governmental Authority as promptly as practicable following the execution of this Agreement, and (ii) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or by any Governmental Authority (including any foreign antitrust authority) and to take such claimother commercially reasonable actions as may be necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any foreign Antitrust Laws as soon as practicable; provided, actionhowever, suitthat in order to satisfy such obligation to use commercially reasonable efforts, Sellers shall not be required to hire foreign antitrust counsel in connection with any foreign antitrust filings. Any and all applicable filing fees under the HSR Act or any foreign Antitrust Laws shall be paid by Buyer. (b) Each of the parties hereto shall, in connection with the efforts referenced in Section 5.4(a) to obtain all requisite approvals and authorizations for the transactions contemplated hereby under the HSR Act or any other applicable Law, use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or proceedingother inquiry, including any proceeding initiated by a private party; and (ii) keep the other parties informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the DOT, the European Commission 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 transactions contemplated hereby. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.4(a) and (b), each of the parties hereto shall use its commercially reasonable efforts to have vacatedresolve such objections, liftedif any, reversed or overturned as may be asserted with respect to the transactions contemplated hereby under any orderAntitrust Law; provided, whether temporary, preliminary or permanenthowever, that is in effect and that prohibits, prevents the foregoing shall not require any party to agree to any asset divestiture or restricts restriction on its or its Subsidiaries’ or Affiliates’ or Worldspan’s or its Subsidiaries’ business operations or any other conditions to the consummation issuance of the Transaction so as to permit the consummation of the Transactionany consent or approval under any Antitrust Law.