Common use of Filings and Consents Clause in Contracts

Filings and Consents. Where required by applicable law, the Company and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing required to be made by the Company under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make or give each filing or notice required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company Expense.

Filings and Consents. Where required by applicable law, the Company and the Controlling Shareholders Shareholder shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing required to be made by the Company under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make or give each filing or notice required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company Expense.

Filings and Consents. Where (a) Purchaser shall, and shall cause its Affiliates to, and Seller and the Company shall, and shall cause their respective Affiliates to, (i) file and execute all applications legally required of such Person with the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approval, within 14 days of the date hereof, and (ii) provide all information required by the Israeli Antitrust Commissioner in connection with such filings in a timely manner. (b) Purchaser shall, and shall cause its Affiliates to, (i) file within 14 days of the date hereof all applications legally required of such Person with (y) the MoC in connection with obtaining the MoC Approval, and (z) any other governmental authority required by applicable lawlaw in order to effect the transaction contemplated hereby ((y) and (z), together with the Antitrust Approval, collectively the "Regulatory Approvals”), and (ii) provide all information required by the MoC or other Governmental Authority in connection with such filings in a timely manner. In the event that any such filings are to be made by Seller or the Company, they shall do the same (i.e., make filings and provide information). (c) Upon the terms and subject to the conditions set forth in this Agreement, the Company and the Controlling Shareholders shall parties agree to use commercially reasonable best efforts to do each of obtain the following: (a) Regulatory Approvals as soon as practicable after possible, to make such filings and notifications and respond to any requests for additional information made by an authority in a timely, complete and correct manner, and to comply with all applicable law and all requirements applicable to it of the date of MoC or the Israeli Antitrust Commissioner or other applicable agencies or regulatory authorities, as the case may be, to effect the transactions contemplated by this Agreement. Each of the parties further undertake not to, file with and shall exercise best efforts to cause any of its controlling shareholders and other Affiliates not to, take any action that would adversely affect its ability to effect the appropriate governmental authority Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any notification form necessary Regulatory Approvals. (d) Notwithstanding the foregoing, it is hereby agreed that Purchaser shall not be required to be filed agree to conditions imposed by the Company under Israeli Antitrust Commissioner and/or MoC and/or any other applicable regulatory authority, if any, which conditions are either (A) reasonably likely to have a Material Adverse Effect on the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act assets and operating profit of 1976Purchaser, and its subsidiaries, taken as amended a whole, compared to the assets and operating profit as reflected in the unaudited financial statements of Purchaser for the period ended June 30, 2010; (B) provide for the sale of the Company's International Telephony Business; or (C) provide for the sale of the Company's ISP Business (the "HSR ActSpecial Regulatory Conditions"). (e) Subject to any applicable Legal Requirement, Purchaser shall provide Seller and the Company with all material correspondence and material relevant information with respect to Regulatory Approvals; provided that any trade secrets or other confidential information shall be redacted from such updates and shall be provided to a third party trustee for safekeeping. Purchaser shall promptly notify Seller of any material written communication made to or received by such party or its Affiliates from the MoC or the Israeli Antitrust Commissioner or any other regulatory body regarding any of the transactions contemplated hereby; permit Seller to review in advance any material written communication to the MoC or the Israeli Antitrust Commissioner; and shall not agree to participate in any substantive meeting or discussion with or in the MoC or the Israeli Antitrust Commissioner in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable and lawful, it consults with Seller in advance and, to the extent permitted and practicable, gives Seller the opportunity to attend, and furnish Seller with copies of all material correspondence, filings and written communications between them on one hand and the MoC or the Israeli Antitrust Commissioner or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. This clause (f) shall apply to Seller and the Company, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchasermutatis mutandis, make any additional filing required to be made by the Company under the HSR Act and promptly furnish in regard to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make or give each filing or notice required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of any of the transactions transaction contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company Expense.

Filings and Consents. Where required by applicable law(a) Subject to the terms and conditions of this Agreement, each of the Company and the Controlling Shareholders parties shall use its commercially reasonable efforts to do each of the following: (ai) as soon as practicable after the date of this Agreement, file cooperate with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Closing with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Closing from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other Persons in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions, and (ii) assist one another in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other parties. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other parties with drafts of such application or filing (excluding any confidential information included therein) and afford one another a reasonable opportunity to comment on such drafts. Each of the parties shall promptly furnish all information required to be included in any such application or filing with any Governmental Authority. Each party shall bear its own costs, fees and expenses in connection with any required notification or filing made or given to, or consent obtained from, any Governmental Authority or other Person in connection with the consummation Transactions; provided, that in no event will any party be required to incur any costs (other than ordinary legal and professional fees or performance of filing fees), pay any consideration, or offer or grant any accommodation (financial or otherwise) to any third party in connection with making any required notifications or obtaining any consents. Without limiting the foregoing, each of the transactions contemplated hereby; andparties shall use its commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent or delay the consummation of the Transactions. (db) If an Asset Seller is not able to obtain an agreement from each Creditor to terminate its lien and lien filings upon payment a required consent, approval, permit or authorization as of the amounts specified in Closing (and Purchaser waives such Creditor's respective Payoff Letter delivery requirement with respect to those consents set forth on Schedule 6.2(n) for purposes of the Closing), upon the request of Purchaser during the six-month period following the Closing Date, such Asset Seller will use commercially reasonable efforts to obtain such consent, approval, permit or authorization. In such cases where a consent to assignment of a contract to Purchaser has not been obtained by the Closing Date (and Purchaser waives such delivery requirement with respect to those consents set forth on Schedule 6.2(n) for purposes of the Closing), this Agreement, to the extent that permitted by Law, shall constitute an equitable assignment by the applicable Asset Seller to Purchaser decides of all of such Asset Seller’s right, benefit, title and interest in and to pay off a Debt at Closing such contract, and each consent required Purchaser shall be deemed to be obtained pursuant the applicable Asset Sellers’ agent for the purpose of completing, fulfilling and discharging all of such Asset Seller’s rights and liabilities arising after the Closing Date under such contract, and such Asset Seller shall take all reasonably necessary steps and actions to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection provide Purchaser with the execution benefits of such contracts and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company Expensecommitments.

Filings and Consents. Where Each of the Sellers and the Dresser-Rand Group on the one hand, and each of the Buyers on the other hand, shall use their reasonable best efforts to obtain and to cooperate in obtaining any governmental approval or other Consent required in connection with the execution, delivery or performance of this Agreement or the Transaction Agreements. The parties agree to cause to be made all appropriate filings under the HSR Act as promptly as practicable following the date of this Agreement and to diligently pursue termination of the waiting period under such act. The parties agree to take any and all reasonable steps necessary to avoid or eliminate each and every impediment under any Competition/Investment Law that is asserted by applicable lawany governmental entity with respect to the transfer of the Acquired Interests so as to enable the transfer of the Acquired Interests to occur as expeditiously as possible, including but not limited to, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the Company sale, divestiture or disposition of such assets or businesses (or otherwise taking or committing to take any action that limits the freedom of action with respect to, or its ability to retain, any businesses, product lines, or assets) as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the consummation of the transfer of the Acquired Interests. Buyers agree that the obtaining of required consents and approvals of parties to contracts with members of the Controlling Shareholders Dresser-Rand Group is primarily the responsibility of Buyers and that Buyers shall use their commercially reasonable efforts to do each take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain any consents and approvals of parties to contracts with members of the following: (a) Dresser-Rand Group as soon as practicable after are required in connection with the consummation of the transactions contemplated hereby. Without limiting the foregoing, promptly following the date of this Agreement, file the Sellers and the Buyers shall use reasonable best efforts to undertake that all Laws are complied with in respect of informing and consulting Non-U.S. Employees in respect of the appropriate governmental authority any notification form required to be filed transactions contemplated by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing required to be made by the Company under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make or give each filing or notice required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company ExpenseFrench Offer Letter.

Filings and Consents. Where required by applicable law, the Company Subject to xxx xxxxs and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date conditions of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination each of the applicable waiting period; parties hereto (bi) after consultation shall use all reasonable best efforts to cooperate with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on SECTION 4.06(A) or SECTION 4.06(B) of the Company Disclosure Schedule (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the consummation or performance of any approval of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor Transactions by any such Governmental Authority. Prior to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter making any application to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to or filing with any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders Governmental Authority in connection with this Agreement, each party shall provide the execution other party with drafts thereof (excluding any confidential information included therein) and delivery of any of this Agreement or in connection with afford the consummation or performance of the transactions contemplated hereby. Except as other party a reasonable opportunity to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining comment on such releases and consents which costs shall be a Company Expensedrafts.

Filings and Consents. Where required by applicable law, the Company and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after Subject to the date terms and conditions of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination each of the applicable waiting period; Parties shall use its reasonable best efforts (bi) after consultation to cooperate with Purchaser, make any additional filing one another in determining which filings are required to be made by each party prior to the Company Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Entities (including such filings as are required under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may other Antitrust Laws, and payment of fees thereunder, which shall be requested under the HSR Act; (cpaid by Parent) make or give each filing or notice required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions and (ii) to assist the other party in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party (b) The Parties agree to cooperate and to use their reasonable best efforts to obtain all permits, authorizations, consents, clearances, approvals, waivers, actions or non-actions required for Closing from a Governmental Entity under any Antitrust Law (collectively the “Antitrust Consents”) as soon as reasonably possible, to respond promptly to any requests from any Governmental Entity for information under any Antitrust Law relating to the Offer, the Top-Up Option, or the Merger (including without limitation a “second request” under the HSR Act), and to contest and resist any administrative or judicial action by any Governmental Entity (an “Antitrust Action”) that seeks to restrict, prevent or prohibit the consummation of the Offer, the Top-Up Option or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law; provided, however, that Parent shall not be required to have vacated, lifted, reversed or overturned any order, decree, judgment or permanent injunction (an “Antitrust Order”) that prevents or prohibits the consummation of the Offer, the Top-Up Option or the Merger. The Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance with reasonable time for review, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other communications prepared for submission to a Governmental Entity under any Antitrust Law in connection with the consummation Offer, the Top-Up Option or performance the Merger and made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to any Antitrust Law. Subject to the relevant Governmental Entity’s consent, each Party will provide the other Parties advance notice of, and permit representatives of the other Parties to attend and participate in, all meetings with a Governmental Entity relating to the Offer, the Top-Up Option, or the Merger under any Antitrust Law. (c) For the avoidance of doubt, “reasonable best efforts” for purposes of this Section 6.3 shall include the obligation by Parent, Merger Sub, and any of their Subsidiaries to negotiate and consent to, and thereafter to implement, any of the transactions contemplated hereby; and following measures if doing so would enable the Parties to obtain the Antitrust Consents or resolve any Antitrust Action under Section 6.3(b): (di) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the amounts specified Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in such Creditor's any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Payoff Letter Subsidiaries; provided, however, that “reasonable best efforts” shall not require Parent, Merger Sub, or any of their respective Subsidiaries to take any action described in subsections (i) – (iii) above if doing so would be materially adverse to the extent business, financial condition or results of operations of Parent, the Surviving Corporation and their Subsidiaries taken as a whole and, provided further, that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirementif requested by Parent, Permit or Material Contract by the Company will become subject to, consent to, or Shareholders offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order provided that such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in connection with the execution and delivery of any of this Agreement or in connection with event the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company ExpenseClosing occurs.

Filings and Consents. Where required by applicable law, Subject to the Company terms and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date conditions of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination each of the applicable waiting period; parties hereto (bi) after consultation shall use its best efforts to cooperate with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions and (ii) shall use its best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use its commercially reasonable best efforts to obtain all consents identified or required to be identified on Section 3.06(a) or Section 3.06(b) of the Company Disclosure Schedule or as otherwise required by a Healthcare Law (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable written notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause its affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act; it being agreed that no party shall be under any obligation to divest itself of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the consummation or performance of any approval of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor Transactions by any such Governmental Authority. Prior to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter making any application to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to or filing with any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders Governmental Authority in connection with this Agreement, each party shall provide the execution other party with drafts thereof (excluding any confidential information included therein) and delivery of any of this Agreement or in connection with afford the consummation or performance of the transactions contemplated hereby. Except as other party a reasonable opportunity to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining comment on such releases and consents which costs shall be a Company Expensedrafts.

Filings and Consents. Where required by applicable law(a) Subject to the terms and conditions of this Agreement, each of the Company and the Controlling Shareholders parties hereto (i) shall use its commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date of this Agreement, file cooperate with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) shall use its commercially reasonable efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable, and use commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay consummation of the Merger; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Subject to the provisions of this Agreement Section 5.03, none of Parent, Merger Sub and the Company shall knowingly impede or delay the termination or expiration of any waiting period under the HSR Act or enter into any agreement with the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any similar foreign agency responsible for overseeing merger control or competition laws and regulations not to consummate the Transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. Each of the Company and Parent shall bear one half of the fees of any required filing to be made with any Governmental Authorities in connection with the consummation or performance of Transactions. The Company shall use commercially reasonable efforts to identify to Parent any of the transactions contemplated hereby; and Contracts (dother than Material Contracts) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent would be required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by listed on Schedule 3.06(a) of the Company Disclosure Schedule if such Contracts were Material Contracts or Shareholders that include employee non-solicitation provisions; provided, that in connection with the execution and delivery case of any of this Agreement or in connection with customer Contracts the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs only be obligated to identify Contracts that result in annual service fee revenues in excess of obtaining such releases and consents which costs shall be a Company Expense$50,000.

Filings and Consents. Where required by applicable lawSubject to the terms and conditions of this Agreement, each of the Company and the Controlling Shareholders parties hereto shall (i) use its commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date of this Agreement, file cooperate with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions, (ii) use its commercially reasonable efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party and (iii) timely make all such filings and timely seek all such consents, approvals, permits, authorizations and waivers. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Parent shall be responsible for the fees of any required filing to be made with any Governmental Authorities in connection with the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company ExpenseTransactions.

Filings and Consents. Where required by applicable lawSubject to the terms and conditions of this Agreement, each of the Company and the Controlling Shareholders Parties (i) shall use all commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date of this Agreement, file cooperate with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing one another in determining which filings are required to be made by each party prior to the Company Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Entity (including such filings as are required under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested payment of required filing fees under the HSR Act; (c, which shall be paid by Parent) make or give each filing or notice required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions and (ii) shall use all commercially reasonable efforts to assist the other party in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party; provided, however, that in no event shall the Company or any Subsidiary of the Company be required to pay prior to the Effective Time a material amount in respect of any fee, penalty or other consideration to any person to obtain any such consent approval or waiver without the consent of Parent, such consent not to be unreasonably withheld. Prior to making any application to or filing with any Governmental Entity in connection with this Agreement, each party shall provide the consummation other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or performance desirable to carry out the purpose of any this Section 6.3, the proper officers and directors of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in Surviving Corporation shall take all such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company Expensenecessary action.

Filings and Consents. Where required by applicable law, Each of the Company Seller Parties and the Controlling Shareholders Group Companies, on the one hand, and the Buyer, on the other hand, shall use all commercially reasonable efforts to do each of obtain and to cooperate in obtaining any consent, approval, authorization or order of, and in making any registration or filing with, any Governmental Authority or other Person required in connection with the following: (a) as soon as practicable after the date execution, delivery or performance of this Agreement, file including any filings pursuant to (i) the HSR Act or any other antitrust regulation, (ii) the Securities Act and Exchange Act, and (iii) any other applicable filings or consents. To the extent feasible under applicable PRC laws and regulations, each NewCo Shareholder which is subject to any registration or approval requirements by the State Administration for Foreign Exchange ("SAFE") shall complete all necessary filings or registrations, or obtain all necessary approvals, required to comply with any rules or regulations of SAFE on or prior to the Determination Date. Each of the Seller Parties and the Non-Management Shareholders agrees that, with respect to any NewCo Shareholder and Acquired Business Shareholder that is a PRC resident (each a "SAFE Registrant"), unless and until Buyer has received sufficient documentation to its satisfaction from each such SAFE Registrant that such SAFE Registrant has completed all necessary filings or registrations required to comply with the appropriate governmental authority rules and regulations of SAFE, Seller shall not release any notification form FM Shares to any such SAFE Registrant, provided that, subject to the applicable Lock-up Agreement and U.S. securities laws and regulations, Seller shall be allowed to dispose of any FM Shares on the open market or otherwise and to deliver any resulting cash proceeds to any NewCo Shareholder who has failed to make the necessary SAFE filings or registrations prior to the Earnout Closing Date. Each of the Seller Parties and Buyer shall pay all filing fees required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") paid in connection with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing required their respective filings to be made by the Company under the HSR Act and promptly furnish to the appropriate governmental authority each such additional information as may be requested under the HSR Act; (c) make foreign law or give each filing or notice required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company Expenseregulation.

Filings and Consents. Where required by applicable law, the Company and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreementhereof, file with the appropriate governmental authority any notification form required including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make obtained from any additional filing required to be made by the Company under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make or give each filing or notice required to be made or given pursuant to third party and/or any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of Acquirer and the Company shall cooperate with each other and, if necessary to (I) obtain necessary approval from any Governmental Entity, (II) contest and resist any such action or proceeding, or (III) have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order (whether temporary, preliminary or permanent), Acquirer shall hold separate or divest any immaterial portion of the businesses, product lines or assets of the Company or any of its respective Subsidiaries. Nothing in this Agreement shall require Acquirer to hold separate or divest any portion of the businesses, product lines or assets of Acquirer or any of its respective Subsidiaries. (b) To the extent permissible under applicable Law or restriction of a Governmental Entity, each of Acquirer and the Company shall, in connection with the consummation efforts referenced in Section 6.03(a) to obtain all requisite material approvals, clearances and authorizations for the transactions contemplated by this Agreement under the HSR Act or performance any other Regulatory Law, 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 material communication received by such party from, or given by such party to, the Antitrust Division of the United States Department of Justice (the “DOJ”), the United States Federal Trade Commission (the “FTC”) or any other Governmental Entity 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 , (diii) obtain an agreement from permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each Creditor to terminate its lien and lien filings upon payment other in advance of any meeting or conference with, the amounts specified in DOJ, the FTC or any such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirementother Governmental Entity or, Permit or Material Contract by the Company or Shareholders in connection with any proceeding by a private party, with any other Person and (iv) give the execution other party the opportunity to attend and delivery of any participate in such meetings and conferences. For purposes of this Agreement Agreement, “Regulatory Law” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that are designed or in connection with intended to prohibit, restrict or regulate (i) foreign investment or (ii) actions having the consummation purpose or performance effect of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs monopolization or restraint of obtaining such releases and consents which costs shall be a Company Expensetrade or lessening of competition.

Filings and Consents. Where required by applicable law, Subject to the Company terms and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date conditions of this Agreement, file with each of the appropriate governmental authority any notification form required to be filed by the Company parties hereto (i) shall use its reasonable best efforts make all necessary filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended no later than ten (10) Business Days after the "HSR Act"date hereof; (ii) shall use its best efforts to cooperate with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions and (ii) shall use its best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use its commercially reasonable best efforts to obtain all consents identified or required to be identified on Section 3.06(a) or Section 3.06(b) of the Company Disclosure Schedule or as otherwise required by a Healthcare Law (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable written notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause its affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act; it being agreed that no party shall be under any obligation to divest itself of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the consummation or performance of any approval of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor Transactions by any such Governmental Authority. Prior to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter making any application to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to or filing with any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders Governmental Authority in connection with this Agreement, each party shall provide the execution other party with drafts thereof (excluding any confidential information included therein) and delivery of any of this Agreement or in connection with afford the consummation or performance of the transactions contemplated hereby. Except as other party a reasonable opportunity to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining comment on such releases and consents which costs shall be a Company Expensedrafts.

Filings and Consents. Where required by applicable law, Subject to the Company terms and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date conditions of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination each of the applicable waiting period; parties hereto (bi) after consultation shall use all reasonable best efforts to cooperate with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement or Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Subject to Section 7.05 in all respects, each of Parent and Company shall pay one-half of the fees associated with any required filing to be made with any Governmental Authorities in connection with the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company ExpenseTransactions.

Filings and Consents. Where As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by applicable law, such party in connection with the Company Merger and the Controlling Shareholders other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to do each of the following: obtain all Consents (aif any) as soon as practicable after the date of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended obtained (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing required to be made by the Company under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make or give each filing or notice required to be made or given pursuant to any applicable Legal RequirementRequirement or Contract, Material Contract or Permit otherwise) by the Company or Shareholders such party in connection with the execution Merger and delivery the other transactions contemplated by this Agreement. Parent shall (upon request) promptly deliver to the Company a copy of any each such filing made, each such notice given and each such Consent obtained by Parent or Merger Sub during the Pre-Closing Period; and the Company shall (upon request) promptly deliver to Parent a copy of this Agreement or each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. 5.2 STOCKHOLDER APPROVAL. Parent will call the Parent Stockholders Meeting to be held within 40 days after the Form S-4 shall have been declared effective by the SEC, to submit the issuance of Parent Common Stock in connection with the consummation or performance of any Merger and related matters for the consideration and approval of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor Parent's stockholders. Subject to terminate its lien and lien filings upon payment the fiduciary obligations of the amounts specified in such CreditorParent's respective Payoff Letter directors, the Form S-4 will include a statement to the extent effect that Purchaser decides the Parent's board of directors has recommended that the Parent's stockholders vote in favor of the Merger. Such meeting will be called, held and conducted, and any proxies will be solicited, in compliance with applicable law. 5.3 PROSPECTUS/PROXY STATEMENT. Parent will mail to pay off its stockholders in a Debt at Closing timely manner, for the purpose of considering and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by voting upon the Company or Shareholders issuance of Parent Common Stock in connection with the execution Merger at the Parent Stockholders Meeting, the Prospectus/Proxy Statement that is contained in the Form S-4 at the time that it is declared effective. Parent will prepare and delivery file the Proxy Statement/Prospectus with the SEC as promptly as practicable, and use its best reasonable efforts to cause the Form S-4 to become effective as soon after such filing as practicable. In this regard, Parent will advise the Company promptly of any comments, whether oral or written, received from the SEC with respect to the Form S-4 and will also advise the Company promptly as to the time at which the Form S-4 becomes effective and of this Agreement the issuance by the SEC of any stop order suspending the effectiveness of the Form S-4 or the institution of any proceedings for such purpose and will use its reasonable best efforts to prevent the issuance of any stop order and to obtain as soon as possible the lifting thereof if issued. Until the Effective Time, Parent will advise the Company promptly of any requirement of the SEC for any amendment or supplement of the Form S-4 or for additional information, and will not at any time file any amendment of or supplement to the prospectus contained therein, or to the prospectus filled pursuant to Rule 424(b) of the Securities Act (the "Prospectus"), that shall not have been previously submitted to the Company a reasonable time prior to the proposed filing thereof or to which the Company shall reasonably object or that is not in connection compliance in all material respects with the consummation or performance Securities Act 28 35 and the rules and regulations issued by the SEC thereunder. None of the transactions contemplated herebyinformation relating to Parent (or, to the best knowledge of Parent, any other person, contained in any document, certificate or other writing furnished or to be furnished by Parent) included in (i) the Prospectus/Proxy Statement at the time the Prospectus/Proxy Statement is mailed or at the time of the meeting of Parent's stockholders to vote on the Merger or at the Effective Time, as then amended or supplemented, or (ii) the Form S-4 at the time the Form S-4 becomes effective or at the Effective Time, as then amended or supplemented, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were provided, not misleading or necessary to correct any statement that has become false or misleading in any earlier communication with respect to the solicitation of proxies for the Company Shareholder Meeting and the Parent Stockholder Meeting. Except From and after the date the Form S-4 becomes effective and until the Effective Time, if any event known to Parent occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or if it is necessary at any time to amend the Form S-4 or the Prospectus to comply with the Securities Act, Parent will promptly notify the Company and will prepare an amended or supplemented Form S-4 or Prospectus, which will correct such statement or omission, and will use its reasonable best efforts to cause any such amendment to become effective as promptly as possible. The Prospectus/Proxy Statement as it relates to the Company will comply as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay form in all reasonable costs material respects with the requirements of obtaining such releases the Exchange Act and consents which costs shall be a Company Expensethe rules and regulations thereunder in effect at the time the Prospectus/Proxy Statement is mailed.

Filings and Consents. Where required by applicable lawSubject to the terms and conditions of this Agreement, each of the Company and the Controlling Shareholders parties hereto (i) shall use its commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date of this Agreement, file cooperate with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) shall use its commercially reasonable efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition Laws, if applicable, and use commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent or delay consummation of the Merger. Subject to the provisions of this Agreement Section 5.03, none of Parent, Merger Sub or the Company shall knowingly impede or delay the termination or expiration of any waiting period under the HSR Act or enter into any agreement not to consummate the Transactions with the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any similar foreign agency responsible for overseeing merger control or competition Laws, except with the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. Each of the Company and Parent shall bear one half of the fees of any required filing to be made with any Governmental Authorities in connection with the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company ExpenseTransactions.

Filings and Consents. Where required by applicable law(a) Subject to the terms and conditions of this Agreement, each of the Company and the Controlling Shareholders parties shall use its commercially reasonable efforts to do each of the following: (ai) as soon as practicable after the date of this Agreement, file cooperate with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Closing with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Closing from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other Persons in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions, and (ii) assist one another in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other parties. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide one another with drafts of such application or filing (excluding any confidential information included therein) and afford one another a reasonable opportunity to comment on such drafts. Each of the parties shall promptly furnish all information required to be included in any such application or filing with any Governmental Authority. Except as provided by Section 5.2(b), each party shall bear its own costs, fees and expenses payable to any Governmental Authority in connection with any required notification or filing made or given to any Governmental Authority in connection with the consummation or performance Transactions. (b) Without limiting Section 5.2(a), the Company and Purchaser shall (i) file as soon as practicable, and in any event within ten (10) Business Days of the date of this Agreement, all required notifications under the HSR Act, and (ii) consult and fully cooperate with and provide assistance to one another in seeking early termination of any waiting period under the HSR Act. Purchaser shall bear the fees of any filing required under the HSR Act. The parties shall not knowingly impede or delay the termination or expiration of any waiting period under the HSR Act or enter into any agreement with the Federal Trade Commission or the Antitrust Division of the United States Department of Justice not to consummate the Transactions, except with the prior written consent of the other parties. Neither the Company nor Purchaser shall withdraw its initial filing under the HSR Act, regardless of whether such party intends to re-file such filing, without the prior written consent of the other parties (not to be unreasonably withheld, conditioned or delayed). (c) Each of the parties shall, in connection with antitrust matters related to the Transactions, (i) promptly respond to and comply with any inquiries and/or requests for information or documents received from any Governmental Authority, (ii) promptly notify one another of any communication received by such party from, or given by such party to, any Governmental Authority, and (iii) subject to applicable Law and to the extent practicable, permit one another to review in advance and consult, if appropriate, regarding any proposed written or oral communication with any Governmental Authority and incorporate the other parties’ reasonable comments. None of the parties shall participate in any meeting or discussion with any Governmental Authority in connection with any filing, investigation or inquiry regarding this Agreement or the Transactions unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the others the opportunity to attend and participate. Each of the parties shall, in a manner that protects attorney-client or attorney work product privilege, furnish one another with copies of all correspondence, filings and written communications between such party or its affiliates and their respective Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the Transactions. (d) Without limiting the foregoing, each of the parties shall use its commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent or delay the consummation of the Transactions. Notwithstanding anything to the contrary contained in this Agreement, (i) the Purchaser shall be entitled to direct the antitrust defense of the transactions contemplated hereby; and herein in any investigation or litigation, including in connection with negotiations with any Governmental Authority regarding the resolution of any investigation or litigation and (dii) obtain an agreement from each Creditor in no event will the Purchaser or any of its affiliates be obligated to terminate its lien and lien filings upon payment propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other action that, in the reasonable judgment of the amounts specified Purchaser, could be expected to limit the right of the Purchaser to own or operate all or any portion of their respective businesses or assets. The Stockholder and the Company shall use reasonable best efforts to provide support and assistance of the Purchaser in all material respects in all such Creditor's respective Payoff Letter investigations and litigation to the extent that required by the Purchaser. (e) Purchaser decides shall not, and shall cause its affiliates not to, acquire or enter into a binding agreement to pay off acquire, in any manner, any assets or any corporation, partnership, association or other business organization or division thereof, if such acquisition or entry into a Debt at Closing and each binding agreement would: (i) impose any delay in obtaining, or increase the risk of not obtaining, any consent by a Governmental Authority required to be obtained pursuant to any applicable Legal Requirementconsummate the Transactions, Permit including termination or Material Contract by the Company or Shareholders in connection with the execution and delivery expiration of any of this Agreement waiting period under the HSR Act, or in connection with (ii) prevent the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company ExpenseTransactions.

Filings and Consents. Where required by applicable lawAs promptly as practicable after the execution of this Agreement, the Company and the Controlling Shareholders each party shall use all commercially reasonable efforts to do each obtain all Consents (including the Consents set forth in Part 2.21 of the following: Company Disclosure Schedule) required to be obtained (apursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company and Parent shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, file with the appropriate governmental authority any notification form all notices, reports and other documents required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement (and in any event, within 7 business days thereof), prepare and file the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing notifications required to be made by the Company under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make or give each filing or notice required to be made or given pursuant to any applicable Legal Requirement, Material Contract foreign antitrust laws or Permit by the Company or Shareholders regulations in connection with the execution Merger. The Company and delivery Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any of this Agreement inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the consummation Company and Parent shall (1) give the other party prompt notice of the commencement or performance threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other transactions contemplated hereby; and by this Agreement, (d2) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of keep the amounts specified in such Creditor's respective Payoff Letter other party informed as to the extent that Purchaser decides status of any such Legal Proceeding or threat, and (3) promptly inform the other party of any communication to pay off a Debt at Closing and each consent required to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. Except as may be obtained pursuant to prohibited by any applicable Governmental Body or by any Legal Requirement, Permit or Material Contract by the Company or Shareholders and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with the execution and delivery of any of this Agreement analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the consummation HSR Act or performance any other foreign, federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the transactions contemplated hereby. Except as to liens related to Leased Property Company and Parent will permit authorized Representatives of the other party to be acquired by Purchaser pursuant present at each meeting or conference relating to Section 7.5any such Legal Proceeding and to have access to and be consulted in connection with any document, Company shall pay all reasonable costs of obtaining opinion or proposal made or submitted to any Governmental Body in connection with any such releases and consents which costs shall be a Company ExpenseLegal Proceeding.

Filings and Consents. Where required by applicable law, Subject to the Company terms and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date conditions of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination each of the applicable waiting period; parties hereto (bi) after consultation shall use all reasonable efforts to cooperate with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions and (ii) shall use reasonable efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. Each of the Company and Infor shall bear one half of the fees of any required filing to be made with any Governmental Authorities in connection with the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company ExpenseTransactions.

Filings and Consents. Where As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable lawLegal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable Parent shall, promptly after the date of this Agreement, prepare and file with the appropriate governmental authority any notification form notifications required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing required to be made by the Company under the HSR Act in connection with the Merger. The Company and Parent shall respond as promptly furnish as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (1) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the appropriate governmental authority Merger or any of the other transactions contemplated by this Agreement, (2) keep the other party informed as to the status of any such additional information Legal Proceeding, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. The Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be requested under the HSR Act; (c) make prohibited by any Governmental Body or give each filing or notice required to be made or given pursuant to by any applicable Legal Requirement, Material Contract in connection with any Legal Proceeding under or Permit relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent agrees to permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. The Company and Parent shall (upon request) promptly deliver to the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company or Shareholders in connection with Parent, as the execution and delivery of any of this Agreement or in connection with case may be, during the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Pre-Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company ExpensePeriod.

Filings and Consents. Where required by applicable lawSubject to the terms and conditions of this Agreement, each of the Company and the Controlling Shareholders parties hereto (i) shall use all commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date of this Agreement, file cooperate with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Entities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) shall use all commercially reasonable efforts to assist the other party in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use all commercially reasonable efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Entity as a pre-condition to the approval of the Transactions by any such Governmental Entity. Prior to making any application to or filing with any Governmental Entity in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement or Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Each of the Company and Parent shall bear one half of the cost of any required filing to be made with any Governmental Entities in connection with the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company ExpenseTransactions.

Filings and Consents. Where required by applicable law, Subject to the Company terms and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date conditions of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination each of the applicable waiting period; parties hereto (bi) after consultation shall use all reasonable best efforts to cooperate with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement or Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Each of the Company and Melita shall bear one half of the fees of any required filing to be made with any Governmental Authorities in connection with the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company ExpenseTransactions.

Filings and Consents. Where required by applicable law, the Company Xxxxxxx Xxxxxxx and the Controlling Primary Shareholders shall use commercially reasonable efforts to do do, and to cause SPG to do, each of the following: (a) as soon as practicable possible after the date of this Agreement, file with the appropriate governmental authority any the notification form required to be filed by the Company Xxxxxxx Xxxxxxx under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing required to be made by the Company Xxxxxxx Xxxxxxx under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make or give each other filing or notice required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit by Xxxxxxx Xxxxxxx, SPG or any of the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien or liens and all lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company Xxxxxxx Xxxxxxx, SPG or Shareholders any Shareholder in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company Shareholders shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company Expenseconsents.

Filings and Consents. Where required by applicable law, the Company and the Controlling Shareholders Each party shall use commercially reasonable best efforts to do each of the following: (a) file, as soon as practicable after the date of this Agreement, file with the appropriate governmental authority any notification form all notices, reports and other documents required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") such party with any Governmental Body with respect to this Agreement the Merger and the other transactions contemplated herebyby this Agreement, together with a request for early termination and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file any notifications required under any applicable waiting period; antitrust or competition laws or regulations in connection with the Merger. The Company and Parent shall respond as promptly as practicable to any inquiries or requests received from any state attorney general, antitrust authority or other Governmental Body in connection with antitrust or related matters. Subject to the confidentiality provisions of this Agreement, Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) this Section 5.1. Except where prohibited by applicable Legal Requirements or any Governmental Body, and subject to the confidentiality provisions of this Agreement, Parent and the Company shall: (a) cooperate with respect to any filings made in connection with the Merger; (b) after consultation permit each other to review (and consider in good faith the views of the other in connection with) any documents before submitting such documents to any Governmental Body in connection with Purchaserthe Merger; and (c) promptly provide each other with copies of all filings, notices and other documents (and a summary of any oral presentations) made or submitted with or to any Governmental Body in connection with the Merger. Subject to the remainder of this Section 5.1, Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make any additional filing effective the other transactions contemplated by this Agreement as promptly as practicable. Without limiting the generality of the foregoing, but subject to the remainder of this Section 5.1, each party to this Agreement: (x) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Company under Merger and the HSR Act other transactions contemplated by this Agreement; and promptly furnish (y) shall use reasonable best efforts to the appropriate governmental authority such additional information as may be requested under the HSR Act; obtain each Consent (cif any) make or give each filing or notice required to be made or given obtained (pursuant to any applicable Legal RequirementRequirement or Contract, Material Contract or Permit otherwise) by the Company or Shareholders such party in connection with the execution and delivery of Merger or any of the other transactions contemplated by this Agreement Agreement. Notwithstanding anything to the contrary contained in this Section 5.1 or elsewhere in this Agreement, neither Parent nor Merger Sub shall have any obligation under this Agreement, and none of the Acquired Companies shall agree or commit (without the prior written consent of Parent): (i) to divest or agree to divest (or cause any of its Subsidiaries or Affiliates or any Acquired Company to divest or agree to divest) any of its respective businesses, product lines or assets, or to take or agree to take (or cause any of its Subsidiaries or Affiliates or any Acquired Company to take or agree to take) any other action or to agree (or cause any of its Subsidiaries or Affiliates or any Acquired Company to agree) to any limitation or restriction on any of its respective businesses, product lines or assets; or (ii) to contest any Legal Proceeding relating to the Merger or any of the other transactions contemplated by this Agreement. Any filing fees required in connection with any filings under the consummation HSR Act or performance of any of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter other antitrust or competition Legal Requirement with respect to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs Merger shall be a Company Expensepaid by Parent.

Filings and Consents. Where required by applicable law, Subject to the Company and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date xxxxx xxd conditions of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination each of the applicable waiting period; parties hereto (bi) after consultation shall use all reasonable best efforts to cooperate with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on Section 4.06(a) or Section 4.06(b) of the Company Disclosure Schedule (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their Affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the consummation or performance of any approval of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor Transactions by any such Governmental Authority. Prior to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter making any application to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to or filing with any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders Governmental Authority in connection with this Agreement, each party shall provide the execution other party with drafts thereof (excluding any confidential information included therein) and delivery of any of this Agreement or in connection with afford the consummation or performance of the transactions contemplated hereby. Except as other party a reasonable opportunity to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining comment on such releases and consents which costs shall be a Company Expensedrafts.

Filings and Consents. Where required by applicable law(a) Except as otherwise set forth in Sections 7.10 and 7.11 of this Agreement, each Owner, the Company Seller and each Subsidiary, on the one hand, and ICL and the Controlling Shareholders Buyer, on the other hand, shall use its commercially reasonable efforts to obtain and to cooperate in obtaining any governmental approval or other Permit required in connection with the execution, delivery or performance of this Agreement or any Transaction Document. The parties agree to cause to be made all appropriate filings under the HSR Act and any applicable Competition/Investment Law within fifteen (15) calendar days following the later of (i) delivery of the Consent Order Notification and (ii) the date hereof, and to diligently pursue termination of any waiting period under such Laws. Any such filings and supplemental information will be in substantial compliance with the requirements of applicable Law. Each of ICL, the Buyer, the Owners, the Seller and the Subsidiaries shall furnish to each other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act and any applicable Competition/Investment Law. The parties shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Authority, including 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 inquiry or request. Each party will use its commercially reasonable efforts to obtain any clearance required under the HSR Act and any applicable Competition/Investment Law for the purchase and sale of the Acquired Assets. Notwithstanding the foregoing and subject to Sections 7.3(b) and (c), nothing contained in this Agreement will require or obligate ICL, the Buyer or their respective Affiliates (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Governmental Authority (including the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on their right to (A) effectively to control or operate the Business, (B) acquire or hold the Business, or (C) exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets; or (iii) 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 ICL, the Buyer, any of their respective Affiliates or the Business. Each Owner and the Seller agrees that no representation, warranty or covenant of ICL or the Buyer in this Agreement shall be breached or deemed breached as a result of the failure by ICL, the Buyer or any of their respective Affiliates to take any of the actions specified in the preceding sentence. (b) The Buyer agrees that its commercially reasonable efforts include taking any and all steps necessary to avoid or eliminate each and every impediment under any Competition/Investment Law that is asserted by any Governmental Authority not a United States Governmental Authority with respect to the transfer of the Acquired Assets so as to enable the transfer of the Acquired Assets to occur as expeditiously as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses (or otherwise taking or committing to take any action that limits the freedom of action with respect to, or its ability to retain, any businesses, product lines or assets) as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the consummation of the transfer of the Acquired Assets. (c) Each of the Buyer and the Seller agrees that it will, if necessary to enable the Seller and the Buyer to consummate the transactions contemplated by this Agreement, use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date of this Agreementdefend against any suits, file with the appropriate governmental authority actions or proceedings by any notification form required U.S. Governmental Authority seeking a temporary restraining order or preliminary injunction to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing required to be made by the Company under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make or give each filing or notice required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the prevent consummation or performance of any of the transactions contemplated herebyby this Agreement; and (d) obtain provided that neither the Buyer nor the Seller shall be obligated to continue such efforts, either by pursuing an agreement from each Creditor to terminate its lien and lien filings upon payment appeal or otherwise, if a preliminary injunction preventing consummation of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company Expensetransaction is entered.

Filings and Consents. Where required by applicable law, the Company and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after Subject to the date terms and conditions of this Agreement, file each of the parties hereto shall (and shall use its reasonable best efforts to cause its affiliates, directors, officers, employees, agents, attorneys, accounts and representatives to) consult and fully cooperate with and provide assistance to each other in filing the appropriate governmental authority any required notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (the "“HSR Act"”) and any filings and consents under non-U.S. Laws intended to prohibit, restrict, or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“Foreign Antitrust Laws”), if applicable, and to cause the early termination of any waiting period under the HSR Act or such Foreign Antitrust Laws; provided, however, that no party shall be under any obligation to divest any assets or hold separate any assets or take any other similar measures in connection with respect any demand therefor by any Governmental Authority as a pre-condition to this Agreement and the approval of the transactions contemplated herebyby this Agreement by such Governmental Authority. Prior to making any application to or filing with any Governmental Authority under the HSR Act or any Foreign Antitrust Laws, together each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a request for early termination reasonable opportunity to comment on such drafts. Subject to Section 7.5, if applicable, each of Parent and the Company shall pay one half of the applicable waiting period;fees associated with any required filing to be made with any Governmental Authorities in connection with the transactions contemplated by this Agreement. (b) after consultation with PurchaserWithout limiting the obligations set forth in Section 5.3(a) above, make any additional filing required to be made by the Company under the HSR Act and promptly furnish subject to the appropriate governmental authority terms and conditions of this Agreement, each of the parties hereto shall use commercially reasonable efforts to assist the other parties hereto in timely making all filings and timely seeking all such additional information as may be requested under the HSR Act; (c) make or give each filing or notice consents, approvals, permits, authorizations and waivers required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit obtained by the Company other parties from any third party or Shareholders any Governmental Authority in connection with or as a condition to the execution and delivery of Offer or Merger. Prior to making any of this Agreement application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the consummation other parties with drafts thereof (excluding any confidential information included therein) and afford the other parties a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or performance desirable to carry out the purpose of any this Section 5.3, the proper officers and directors of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in Surviving Corporation shall take all such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company Expensenecessary action.

Filings and Consents. Where required by applicable lawSubject to the terms and conditions of this Agreement, each of the Company and the Controlling Shareholders Parties (i) shall use all commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date of this Agreement, file cooperate with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period; (b) after consultation with Purchaser, make any additional filing one another in determining which filings are required to be made by each Party prior to the Company Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each Party prior to the Effective Time with Governmental Authorities (including such filings as are required under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested payment of required filing fees under the HSR Act; Act (c) make or give each filing or notice required to which shall be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit shared equally by the Company Parties), and also including a joint notice under Exon-Xxxxxx to CFIUS as described below with respect to the Merger (the “CFIUS Notice”)) or Shareholders other third parties in connection with the execution and delivery of any of this Agreement or in connection with and the consummation or performance of any of the transactions contemplated hereby; and hereby and (dii) obtain an agreement from each Creditor shall use all commercially reasonable efforts to terminate its lien assist the other Party in timely making all such filings and lien filings upon payment of timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the amounts specified other Party or which Parent reasonably deems necessary or appropriate. Prior to making any application to or filing with any Governmental Authority in such Creditor's respective Payoff Letter connection with this Agreement, to the extent the Parties need to collaborate on matters in such filings, each Party shall provide the other Party with drafts or relevant portions thereof (excluding any confidential information included therein) and afford the other Party a reasonable opportunity to comment on such drafts to the extent needed for the Parties to complete the filings (provided that Purchaser decides commercially sensitive materials shall be given only to pay off a Debt outside counsel of the recipient and will not be disclosed by such outside counsel). If, at Closing any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.5, the proper officers and each consent required directors of the Surviving Corporation shall take all such necessary action. The Parties shall use commercially reasonable efforts to be obtained pursuant cooperate so as to any applicable Legal Requirement, Permit file within three (3) Business Days of the Execution Date (or Material Contract such other number of days agreed by the Company or Shareholders in connection with Parties) all filings required under the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated herebyHSR Act. Except The Parties shall use commercially reasonable efforts to cooperate so as to liens related file promptly after the Execution Date a draft notice to Leased Property CFIUS, and five (5) Business Days thereafter (or such other number of days agreed by the Parties) a formal CFIUS Notice and to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs seek confirmation from CFIUS that (i) the Merger does not fall within the scope of obtaining such releases transactions requiring investigation and consents which costs shall be a Company Expense(ii) it will not propose or impose any restrictions or conditions on the Merger.

Filings and Consents. Where required by applicable law, the Company Subject xx xxx xerms and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date conditions of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination each of the applicable waiting period; parties hereto (bi) after consultation shall use all reasonable best efforts to cooperate with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on Section 4.06(a) or Section 4.06(b) of the Company Disclosure Schedule (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the consummation or performance of any approval of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor Transactions by any such Governmental Authority. Prior to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter making any application to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to or filing with any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders Governmental Authority in connection with this Agreement, each party shall provide the execution other party with drafts thereof (excluding any confidential information included therein) and delivery of any of this Agreement or in connection with afford the consummation or performance of the transactions contemplated hereby. Except as other party a reasonable opportunity to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining comment on such releases and consents which costs shall be a Company Expensedrafts.

Filings and Consents. Where required by applicable law, Subject to the Company terms and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date conditions of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination each of the applicable waiting period; parties hereto (bi) after consultation shall use all reasonable best efforts to cooperate with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on Section 4.06(a) or Section 4.06(b) of the Company Disclosure Schedule (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the consummation or performance of any approval of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor Transactions by any such Governmental Authority. Prior to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter making any application to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to or filing with any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders Governmental Authority in connection with this Agreement, each party shall provide the execution other party with drafts thereof (excluding any confidential information included therein) and delivery of any of this Agreement or in connection with afford the consummation or performance of the transactions contemplated hereby. Except as other party a reasonable opportunity to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining comment on such releases and consents which costs shall be a Company Expensedrafts.

Filings and Consents. Where required by applicable law, Subject to the Company terms and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date conditions of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination each of the applicable waiting period; parties hereto (bi) after consultation shall use all reasonable best efforts to cooperate with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on Section 3.06(a) of the Company Disclosure Schedule (provided, however that Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their Affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the consummation or performance of any approval of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor Transactions by any such Governmental Authority. Prior to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter making any application to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to or filing with any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders Governmental Authority in connection with this Agreement, each party shall provide the execution other party with drafts thereof (excluding any confidential information included therein) and delivery of any of this Agreement or in connection with afford the consummation or performance of the transactions contemplated hereby. Except as other party a reasonable opportunity to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining comment on such releases and consents which costs shall be a Company Expensedrafts.

Filings and Consents. Where required by applicable law, the Company and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after Subject to the date terms and conditions of this Agreement, file each of the parties hereto shall (and shall use its reasonable best efforts to cause its affiliates, directors, officers, employees, agents, attorneys, accounts and representatives to) consult and fully cooperate with and provide assistance to each other in filing the appropriate governmental authority any required notification form required to be filed by the Company under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (the "“HSR Act"”) and any filings and consents under non-U.S. Laws intended to prohibit, restrict, or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“Foreign Antitrust Laws”), if applicable, and to cause the early termination of any waiting period under the HSR Act or such Foreign Antitrust Laws; provided, however, that no party shall be under any obligation to divest any assets or hold separate any assets or take any other similar measures in connection with respect any demand therefor by any Governmental Authority as a pre-condition to this Agreement and the approval of the transactions contemplated herebyby this Agreement by such Governmental Authority. Prior to making any application to or filing with any Governmental Authority under the HSR Act or any Foreign Antitrust Laws, together each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a request for early termination reasonable opportunity to comment on such drafts. Subject to Section 7.5, if applicable, each of Parent and the Company shall pay one half of the applicable waiting period;fees associated with any required filing to be made with any Governmental Authorities in connection with the transactions contemplated by this Agreement. (b) after consultation with PurchaserWithout limiting the obligations set forth in Section 5.3(a) above, make any additional filing required to be made by the Company under the HSR Act and promptly furnish subject to the appropriate governmental authority terms and conditions of this Agreement, each of the parties hereto shall use commercially reasonable efforts to assist the other parties hereto in timely making all filings and timely seeking all such additional information as may be requested under the HSR Act; (c) make or give each filing or notice consents, approvals, permits, authorizations and waivers required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit obtained by the Company other parties from any third party or Shareholders any Governmental Authority in connection with or as a condition to the execution and delivery of Offer or Merger. Prior to making any of this Agreement application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the consummation other parties with drafts thereof (excluding any confidential information included therein) and afford the other parties a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or performance desirable to carry out the purpose of any this Section 5.3, the proper officers and directors of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in Surviving Corporation shall take all such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company Expensenecessary action.

Filings and Consents. Where required by applicable law, the Company Subject tx xxx xxxms and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following: (a) as soon as practicable after the date conditions of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination each of the applicable waiting period; parties hereto (bi) after consultation shall use all reasonable best efforts to cooperate with Purchaser, make any additional filing one another in determining which filings are required to be made by the Company under the HSR Act and promptly furnish each party prior to the appropriate governmental authority such additional information as may be requested under the HSR Act; (c) make Effective Time with, and which consents, approvals, permits or give each filing or notice authorizations are required to be made obtained by each party prior to the Effective Time from, Governmental Authorities or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders other third parties in connection with the execution and delivery of any of this Agreement and the consummation of the Transactions and (ii) shall use reasonable best efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, (a) the Company shall give all required notices to third parties and use reasonable best efforts to obtain all consents identified or required to be identified on Section 4.06(a) or Section 4.06(b) of the Company Disclosure Schedule (provided that the Company shall not be required to make any payment to obtain such consents, approvals, permits, authorizations or waivers if it has provided Acquisition Corp. with reasonable notice of such required payment and Acquisition Corp., in its sole discretion, does not consent to such payment) and (b) each of the parties hereto shall (and shall use its reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the consummation or performance of any approval of the transactions contemplated hereby; and (d) obtain an agreement from each Creditor Transactions by any such Governmental Authority. Prior to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter making any application to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to or filing with any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders Governmental Authority in connection with this Agreement, each party shall provide the execution other party with drafts thereof (excluding any confidential information included therein) and delivery of any of this Agreement or in connection with afford the consummation or performance of the transactions contemplated hereby. Except as other party a reasonable opportunity to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining comment on such releases and consents which costs shall be a Company Expensedrafts.