Common use of Filings and Authorizations Clause in Contracts

Filings and Authorizations. Each of Seller and Purchaser will no later than twenty (20) days after the date hereof (i) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by it and, in the case of Seller, required to be filed by the Company, pursuant to applicable law, rule or regulation in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, filings with the offices of the Ohio Department of Insurance with respect to the change of control of the Company, (ii) use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and governmental authorities necessary to be obtained by it, and in the case of Seller, necessary to be obtained by the Company, in order for it to consummate the transactions contemplated by this Agreement, including, without limitation, obtaining the Consents, and (iii) use its reasonable best efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its obligations hereunder. Seller and Purchaser will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 and supplying such reasonable assistance as may be reasonably requested by each in connection with the foregoing. Each Party's legal advisors shall have the right to provide comments on and review any such applications, notifications and information including, but not limited to, Form A filings, proposed to be filed or supplied by the other party and, if such party elects to exercise such right, to have its legal advisors complete such review within a reasonable period of time before the other party may file or supply any such applications, notifications or information. Each Party agrees to hold in strict confidence all such information and forms (including the Form A) which is reviewed by such Party's legal advisors and not to utilize any such information for any purpose other than as specified in this Section 5.2.

Filings and Authorizations. Each of Seller and Purchaser will no later than twenty (20) days after the date hereof (i) file or supplyThe parties hereto will, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by it and, in the case of Seller, required to be filed by the Company, pursuant to applicable law, rule or regulation in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, filings with the offices of the Ohio Department of Insurance with respect to the change of control of the Company, (ii) use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and governmental authorities necessary to be obtained by itas promptly as practicable, and in the case of Seller, necessary to be obtained by filings under the Company, in order for it to consummate HSR Act no later than five Business Days after the transactions contemplated by date of this Agreement, including, without limitation, obtaining the Consents, and (iii) use its reasonable best efforts to take, make or cause to be taken, made all other actions necessary, proper such filings and submissions under Laws applicable to them or advisable in order for it to fulfill its obligations hereunder. Seller and Purchaser will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 and supplying such reasonable assistance their Affiliates as may be reasonably requested by each in connection with required to consummate the foregoing. Each Party's legal advisors shall have the right to provide comments on and review any such applicationsterms of this Agreement, including all notifications and information including, but not limited to, Form A filings, proposed to be filed or supplied by 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, including any supplemental information and requests for additional information under the HSR Act, will be in substantial compliance with the requirements of the applicable Law. Each of AlliedSignal and Buyer, on the one hand, and Parent and Sellers, on the other party andhand, if such party elects shall furnish to exercise such right, to have its legal advisors complete such review within a reasonable period of time before the other party such necessary information and reasonable assistance as the other may file request in connection with its preparation of any filing or supply submission which is necessary under the HSR Act. Parent, Sellers, AlliedSignal and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Entity, including the FTC and the Antitrust Division, and shall comply promptly with any such applications, notifications inquiry or informationrequest. Each Party agrees of Parent and AlliedSignal shall use its reasonable efforts to hold obtain any clearance required under the HSR Act for the purchase and sale of the Purchased Assets in strict confidence all such information accordance with the terms and forms 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 litigation to which any Governmental Entity (including the Form AAntitrust Division and the FTC) which is reviewed a party or (b) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any limitations on (x) the right of AlliedSignal, Buyer or their respective Affiliates effectively to control or operate the Business, (y) the right of AlliedSignal, Buyer or their respective Affiliates to acquire or hold the Business, or (z) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any portion of the Acquired Assets, or (ii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, Assets or operations of AlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Parent, Sellers, AlliedSignal or Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by such Party's legal advisors and not any party hereto or any of its Affiliates to utilize take any such information for any purpose other than as of the actions specified in this Section 5.2.the preceding sentence. 4.4

Filings and Authorizations. Each of Seller and Purchaser will no later than twenty (20) days after the date hereof (i) file or supplyThe parties hereto will, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by it and, in the case of Seller, required to be filed by the Company, pursuant to applicable law, rule or regulation in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, filings with the offices of the Ohio Department of Insurance with respect to the change of control of the Company, (ii) use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and governmental authorities necessary to be obtained by itas -------------------------- promptly as practicable, and in the case of Seller, necessary to be obtained by filings under the Company, in order for it to consummate HSR Act no later than five Business Days after the transactions contemplated by date of this Agreement, including, without limitation, obtaining the Consents, and (iii) use its reasonable best efforts to take, make or cause to be taken, made all other actions necessary, proper such filings and submissions under Laws applicable to them or advisable in order for it to fulfill its obligations hereunder. Seller and Purchaser will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 and supplying such reasonable assistance their Affiliates as may be reasonably requested by each in connection with required to consummate the foregoing. Each Party's legal advisors shall have the right to provide comments on and review any such applicationsterms of this Agreement, including all notifications and information including, but not limited to, Form A filings, proposed to be filed or supplied by 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, including any supplemental information and requests for additional information under the HSR Act, will be in substantial compliance with the requirements of the applicable Law. Each of AlliedSignal and Buyer, on the one hand, and Parent and Sellers, on the other party andhand, if such party elects shall furnish to exercise such right, to have its legal advisors complete such review within a reasonable period of time before the other party such necessary information and reasonable assistance as the other may file request in connection with its preparation of any filing or supply submission which is necessary under the HSR Act. Parent, Sellers, AlliedSignal and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Entity, including the FTC and the Antitrust Division, and shall comply promptly with any such applications, notifications inquiry or informationrequest. Each Party agrees of Parent and AlliedSignal shall use its reasonable efforts to hold obtain any clearance required under the HSR Act for the purchase and sale of the Purchased Assets in strict confidence all such information accordance with the terms and forms 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 litigation to which any Governmental Entity (including the Form AAntitrust Division and the FTC) which is reviewed a party or (b) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any limitations on (x) the right of AlliedSignal, Buyer or their respective Affiliates effectively to control or operate the Business, (y) the right of AlliedSignal, Buyer or their respective Affiliates to acquire or hold the Business, or (z) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any portion of the Acquired Assets, or (ii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, Assets or operations of AlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Parent, Sellers, AlliedSignal or Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by such Party's legal advisors and not any party hereto or any of its Affiliates to utilize take any such information for any purpose other than as of the actions specified in this Section 5.2the preceding sentence.

Filings and Authorizations. Each of Seller Sellers and Purchaser will no later than twenty (20) days after the date hereof (ia) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by it and, in the case of SellerSellers, required to be filed by the CompanyAcquired Companies, pursuant to applicable law, rule or regulation in connection with the consummation of the transactions contemplated by this AgreementTransactions, including, without limitation, (i) filings with the offices of the Ohio Department of Insurance Relevant Regulatory Authorities with respect to the change of control of the CompanyAcquired Companies, and (ii) filings pursuant to the HSR Act and any other applicable competition laws, (iib) use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and governmental authorities other than those listed in clause (a) above necessary to be obtained by it, and in the case of SellerSellers, necessary to be obtained by the CompanyAcquired Companies, in order for it to consummate the transactions contemplated by this AgreementTransactions, including, without limitation, obtaining the Sellers’ Consents and the Purchaser’s Consents, as applicable, and (iiic) use its reasonable best efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its obligations hereunder. Seller With respect to clause (a) above in relation to any costs imposed by the Pennsylvania Insurance Department arising from the engagement of third party advisers or the holding of any public hearings and with respect to clause (b) above, all fees and expenses incurred as a result of all authorizations, approvals, consents and waivers to be obtained or made thereunder shall be paid by Sellers. Sellers and Purchaser will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 5.3 and supplying such reasonable assistance as may be reasonably requested by each any other party hereto in connection with the foregoing. Each Party's legal advisors party shall have the right to provide comments on and review any such applications, notifications and information including, but not limited to, Form A filings, proposed to be filed or supplied by the other party parties and, if such party elects to exercise such right, to have its legal advisors complete such review within a reasonable period of time before the other party parties may file or supply any such applications, notifications or information. Each Party agrees to hold in strict confidence all such information and forms (including the Form A) which is reviewed by such Party's legal advisors and not to utilize any such information for any purpose other than as specified in this Section 5.2.

Filings and Authorizations. Each of Seller and Purchaser will no later than twenty (20) days after the date hereof (i) file or supplyThe parties hereto will, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by it and, in the case of Seller, required to be filed by the Company, pursuant to applicable law, rule or regulation in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, filings with the offices of the Ohio Department of Insurance with respect to the change of control of the Company, (ii) use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and governmental authorities necessary to be obtained by itas promptly as practicable, and in the case of Seller, necessary to be obtained by filings under the Company, in order for it to consummate HSR Act no later than five Business Days after the transactions contemplated by date of this Agreement, including, without limitation, obtaining the Consents, and (iii) use its reasonable best efforts to take, make or cause to be taken, made all other actions necessary, proper such filings and submissions under Laws applicable to them or advisable in order for it to fulfill its obligations hereunder. Seller and Purchaser will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 and supplying such reasonable assistance their Affiliates as may be reasonably requested by each in connection with required to consummate the foregoing. Each Party's legal advisors shall have the right to provide comments on and review any such applicationsterms of this Agreement, including all notifications and information including, but not limited to, Form A filings, proposed to be filed or supplied by 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, including any supplemental information and requests for additional information under the HSR Act, will be in substantial compliance with the requirements of the applicable Law. Each of AlliedSignal and Buyer, on the one hand, and Parent and Sellers, on the other party andhand, if such party elects shall furnish to exercise such right, to have its legal advisors complete such review within a reasonable period of time before the other party such necessary information and reasonable assistance as the other may file request in connection with its preparation of any filing or supply submission which is necessary under the HSR Act. Parent, Sellers, AlliedSignal and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Entity, including the FTC and the Antitrust Division, and shall comply promptly with any such applications, notifications inquiry or informationrequest. Each Party agrees of Parent and AlliedSignal shall use its reasonable efforts to hold obtain any clearance required under the HSR Act for the purchase and sale of the Purchased Assets in strict confidence all such information accordance with the terms and forms 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 Sellers, AlliedSignal, Buyer or their respective Affiliates to initiate, pursue or defend any litigation to which any Governmental Entity (including the Form AAntitrust Division and the FTC) which is reviewed a party or (b) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any limitations on (x) the right of AlliedSignal, Buyer or their respective Affiliates effectively to control or operate the Business, (y) the right of AlliedSignal, Buyer or their respective Affiliates to acquire or hold the Business, or (z) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any portion of the Purchased Assets, or (ii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, Assets or operations of AlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Parent, Sellers, AlliedSignal or Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by such Party's legal advisors and not any party hereto or any of its Affiliates to utilize take any such information for any purpose other than as of the actions specified in this Section 5.2.the preceding sentence. 4.4

Filings and Authorizations. Each The Company and the -------------------------- Purchaser shall, as promptly as practicable following the execution and delivery of Seller and Purchaser will no later than twenty (20) days after the date hereof (i) this Agreement, file or supply, or cause to be filed or supplied, all applicationsnotifications, notifications reports and other information required to be filed or supplied by it and, in the case of Seller, required to be filed by the Company, pursuant to the HSR Act and applicable law, rule or regulation state insurance laws in connection with the consummation of the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, includingeach of the parties will (x) take promptly all actions necessary to make the filings required of the Purchaser and the Company or their affiliates under the HSR Act, without limitation(y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the --- "Antitrust Division") pursuant to the HSR Act, filings and (z) cooperate with the offices ------------------ other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of the Ohio Department Company and the Purchaser will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Merger and the other transactions contemplated hereby in accordance with the terms of Insurance with respect to the change of control of the Companythis Agreement, (ii) use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons persons and governmental authorities necessary to be obtained by it, and in the case of Seller, necessary to be obtained by the Company, in order for it to consummate the such transfer and such transactions contemplated by this Agreement, including, without limitation, obtaining the Consents, and (iii) use its reasonable best efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its their respective obligations hereunder. Seller and Purchaser will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 and supplying such reasonable assistance as may be reasonably requested by each in connection with the foregoing. Each Party's legal advisors shall have the right to provide comments on and review any such applications, notifications and information including, but not limited to, Form A filings, proposed to be filed or supplied by the other party and, if such party elects to exercise such right, to have its legal advisors complete such review within a reasonable period of time before the other party may file or supply any such applications, notifications or information. Each Party agrees to hold in strict confidence all such information and forms (including the Form A) which is reviewed by such Party's legal advisors and not to utilize any such information for any purpose other than as specified in this Section 5.2.

Filings and Authorizations. Each of (a) Buyer and Seller and Purchaser will no later than twenty (20) days after the date hereof (i) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by it and, in the case of Seller, required to be filed by the Company, pursuant to applicable law, rule or regulation in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, filings with the offices of the Ohio Department of Insurance with respect to the change of control of the Company, (ii) shall use its reasonable best efforts to obtain, or cause to be obtained, obtain all authorizations, approvalsconsents, consents clearances, Orders and waivers from all Persons approvals necessary for their execution and governmental authorities necessary to be obtained by itdelivery of, and in the case performance of Seller, necessary their obligations pursuant to be obtained by each Transaction Document and the Company, in order for it to consummate the transactions contemplated by this Agreement, including, without limitation, obtaining the Consents, and (iii) use its reasonable best efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its obligations hereunderTransactions. Seller and Purchaser will Buyer shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the information filings and requests referred to in this Section 5.2 7.3. Buyer and supplying Seller shall use reasonable best efforts to supply such reasonable assistance as may be reasonably requested by each any other Party in connection with the foregoing. Each of Seller and Buyer (w) shall promptly notify the other Party of (and, at any other Party's legal advisors ’s reasonable request, supply to such other Party a copy of) any material communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings pertaining to the Transactions; (x) shall have consult and cooperate with the right other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and proceedings with any Governmental Authority relating to provide comments on and such filings, including, subject to applicable Laws, permitting the other Party to review in advance any proposed material written communication to any such applications, notifications Governmental Authority (redacted as appropriate to protect a Party’s competitively sensitive or confidential information) and information including, but not limited to, Form A filings, proposed to be filed or supplied by incorporate the other party Party’s reasonable comments; (y) agrees not to participate in any material meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning the Transactions unless it consults with the other Party in advance and, if to the extent permitted by such party elects to exercise such rightGovernmental Authority, to have its legal advisors complete such review within a reasonable period of time before gives the other party may file or supply Party the opportunity to attend; and (z) shall comply, as promptly as is reasonably practicable, with any such applications, notifications or information. Each Party agrees to hold in strict confidence all such information and forms (including the Form A) which is reviewed requests received by such Party's legal advisors and not Party from such Governmental Authority for additional information, documents or other materials. Any such disclosures, rights to utilize any such participate or provisions of information for any purpose by one Party to the other than Party may be made on a counsel-only basis to the extent required under applicable Law or as specified in this Section 5.2appropriate to protect confidential business information.

Filings and Authorizations. Each eShare and Melita shall, as promptly as practicable following the execution and delivery of Seller and Purchaser will no later than twenty (20) days after the date hereof (i) this Agreement, file or supply, or cause to be filed or supplied, all applicationsnotifications, notifications reports and other information required to be filed or supplied by it and, in the case of Seller, required to be filed by the Company, pursuant to applicable law, rule or regulation the HSR Act in connection with the consummation of the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, includingeach of the parties will (x) take promptly all actions necessary to make the filings required of Melita and eShare or their affiliates under the HSR Act, without limitation(y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, filings and (z) cooperate with the offices other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare and Melita will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Ohio Department Merger and the other transactions contemplated hereby in accordance with the terms of Insurance with respect to the change of control of the Companythis Agreement, (ii) use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons persons and governmental authorities necessary to be obtained by it, and in the case of Seller, necessary to be obtained by the Company, in order for it to consummate the such transfer and such transactions contemplated by this Agreement, including, without limitation, obtaining the Consents, and (iii) use its reasonable best efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its their respective obligations hereunder. Seller and Purchaser will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 and supplying such reasonable assistance as may be reasonably requested by each in connection with the foregoing. Each Party's legal advisors shall have the right to provide comments on and review any such applications, notifications and information including, but not limited to, Form A filings, proposed to be filed or supplied by the other party and, if such party elects to exercise such right, to have its legal advisors complete such review within a reasonable period of time before the other party may file or supply any such applications, notifications or information. Each Party agrees to hold in strict confidence all such information and forms (including the Form A) which is reviewed by such Party's legal advisors and not to utilize any such information for any purpose other than as specified in this Section 5.2.

Filings and Authorizations. Each of Seller and Purchaser will no later than twenty (20) days after the date hereof (i) file or supplyThe parties hereto will, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by it and, in the case of Seller, required to be filed by the Company, pursuant to applicable law, rule or regulation in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, filings with the offices of the Ohio Department of Insurance with respect to the change of control of the Company, (ii) use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and governmental authorities necessary to be obtained by itas promptly as practicable, and in the case of Seller, necessary to be obtained by filings under the Company, in order for it to consummate HSR Act no later than five Business Days after the transactions contemplated by date of this Agreement, including, without limitation, obtaining the Consents, and (iii) use its reasonable best efforts to take, make or cause to be taken, made all other actions necessary, proper such filings and submissions under Laws applicable to them or advisable in order for it to fulfill its obligations hereunder. Seller and Purchaser will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 and supplying such reasonable assistance their Affiliates as may be reasonably requested by each in connection with required to consummate the foregoing. Each Party's legal advisors shall have the right to provide comments on and review any such applicationsterms of this Agreement, including all notifications and information including, but not limited to, Form A filings, proposed to be filed or supplied by 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, including any supplemental information and requests for additional information under the HSR 00 00 Xct, will be in substantial compliance with the requirements of the applicable Law. Each of AlliedSignal and Buyer, on the one hand, and Parent and Sellers, on the other party andhand, if such party elects shall furnish to exercise such right, to have its legal advisors complete such review within a reasonable period of time before the other party such necessary information and reasonable assistance as the other may file request in connection with its preparation of any filing or supply submission which is necessary under the HSR Act. Parent, Sellers, AlliedSignal and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Entity, including the FTC and the Antitrust Division, and shall comply promptly with any such applications, notifications inquiry or informationrequest. Each Party agrees of Parent and AlliedSignal shall use its reasonable efforts to hold obtain any clearance required under the HSR Act for the purchase and sale of the Purchased Assets in strict confidence all such information accordance with the terms and forms 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 litigation to which any Governmental Entity (including the Form AAntitrust Division and the FTC) which is reviewed a party or (b) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any limitations on (x) the right of AlliedSignal, Buyer or their respective Affiliates effectively to control or operate the Business, (y) the right of AlliedSignal, Buyer or their respective Affiliates to acquire or hold the Business, or (z) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any portion of the Acquired Assets, or (ii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, Assets or operations of AlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Parent, Sellers, AlliedSignal or Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by such Party's legal advisors and not any party hereto or any of its Affiliates to utilize take any such information for any purpose other than as of the actions specified in this Section 5.2the preceding sentence.

Filings and Authorizations. Each The Company and the Purchaser shall, as promptly as practicable following the execution and delivery of Seller and Purchaser will no later than twenty (20) days after the date hereof (i) this Agreement, file or supply, or cause to be filed or supplied, all applicationsnotifications, notifications reports and other information required to be filed or supplied by it and, in the case of Seller, required to be filed by the Company, pursuant to the HSR Act and applicable law, rule or regulation state insurance laws in connection with the consummation of the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, includingeach of the parties will (w) take promptly all actions necessary to make the filings required of the Purchaser and the Company or their affiliates under the HSR Act, without limitation(x) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, filings (y) cooperate with the offices other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and (z) request early termination of the Ohio Department of Insurance with respect to waiting period under the change of control HSR Act. Each of the CompanyCompany and the Purchaser will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions as may be required to consummate the Merger and the other transactions contemplated hereby in accordance with the terms of this Agreement, (ii) use its reasonable best efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons persons and governmental authorities necessary to be obtained by it, and in the case of Seller, necessary to be obtained by the Company, in order for it to consummate the transactions contemplated by this Agreement, including, without limitation, obtaining the Consentssuch transfer and such transactions, and (iii) use its reasonable best efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its their respective obligations hereunder. Seller and Purchaser will coordinate and cooperate with one another in exchanging the information referred to in this Section 5.2 and supplying such reasonable assistance as may be reasonably requested by each in connection with the foregoing. Each Party's legal advisors shall have the right to provide comments on and review any such applications, notifications and information including, but not limited to, Form A filings, proposed to be filed or supplied by the other party and, if such party elects to exercise such right, to have its legal advisors complete such review within a reasonable period of time before the other party may file or supply any such applications, notifications or information. Each Party agrees to hold in strict confidence all such information and forms (including the Form A) which is reviewed by such Party's legal advisors and not to utilize any such information for any purpose other than as specified in this Section 5.2.