Common use of Filings and Consents Clause in Contracts

Filings and Consents. (a) The Purchaser shall, and shall cause its Affiliates to, and the Seller shall, (i) file 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) The 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 law 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition of such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken in connection with effectuation of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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, and permit the Seller to review in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated hereby. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) The Purchaser shall, Each Party shall use commercially reasonable efforts to file (and shall cause its Affiliates to, and the Seller shall, (i) file all applications legally required of such Person with the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approval, within 14 days each of the date hereofSelling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies to file), and (ii) provide all information required by the Israeli Antitrust Commissioner in connection with such filings in a timely manner. (b) The Purchaser shall, and shall cause its Affiliates to, (i) file within 14 days of as soon as practicable after the date hereof of this Agreement, all applications legally notices, reports and other documents required of such Person with (y) the MoC in connection with obtaining the MoC Approval, and (z) any other governmental authority required by law 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 the any such filings are to be made filed by the Sellersuch Party (and, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevantobligations of the Selling Shareholders, (iby the Acquired Companies) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with any Governmental Body with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 mannerContemplated Transactions, and to comply with all applicable law and all requirements applicable to it of the MoC or the Israeli Antitrust Commissioner or other applicable agencies or regulatory authorities, as the case may be, to effect the transactions contemplated submit promptly any additional information requested by this Agreementany such Governmental Body. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoing, while the Purchaser does not foresee shall (and, to the sameextent applicable, each of the Selling Shareholders shall ensure that the Acquired Companies shall), promptly (and, subject to compliance by the Parties with the first sentence of Section 6.1(b), in any event within 21 days after) the date of this Agreement file the notifications required under applicable antitrust, competition or fair trade laws or regulations (collectively, the “Antitrust Laws”) in connection with the Contemplated Transactions. The Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall) respond as promptly as practicable to any inquiries or requests received from any Governmental Body and promptly inform the other Parties of any communication to or from any Government Body, in each case regarding the Contemplated Transactions. (b) Subject to the confidentiality provisions of the Confidentiality Agreement, each Party shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall) promptly supply the other Parties with any information which may be required in order to facilitate effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 6.1 (a). Except where prohibited by applicable Legal Requirements or any Governmental Body, and subject to the issuance confidentiality provisions of any Regulatory Approval: the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) The Purchaser shall take consult with the other Parties prior to making any such actions including filing and taking a position with respect to its assets (including without limitation the sale or other disposition of any such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such Approval. filing; (ii) The Purchaser shall not object permit the other to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any condition Governmental Body by or stipulation on behalf of any Party (regardless of whether such condition or stipulation is burdensomeany Acquired Company) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition in connection with any Legal Proceeding related solely to the MoC Approval or Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Approval or any other Regulatory Approval as the case may be. Law); (iii) The Purchaser shall take any coordinate with the other action required to facilitate Parties in preparing and exchanging such information; and (iv) promptly provide the issuance other Parties (and their counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any Regulatory Approval. oral presentations) made or submitted by such Party (e) The Seller shall use reasonable efforts to assist and to cooperate with or, in the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken in connection with effectuation case of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure obligations of the Purchaser to satisfy its obligations hereunder. (fSelling Shareholders, submitted by any Acquired Company) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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, and permit the Seller to review in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, not agree to participate in any substantive meeting or discussion with or in the MoC or the Israeli Antitrust Commissioner in respect of to any filing, investigation or inquiry concerning Governmental Body related solely to this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable and lawful, it consults with the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated hereby. (gc) Without derogating from Subject to Section 6.1(d), the foregoingParties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall) use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the Antitrust Laws as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Body with respect to the Contemplated Transactions under the Antitrust Laws; and (iii) take, or cause to be taken, all actions necessary to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such Party (or, in the case of the obligations of the Selling Shareholders, by any Acquired Company) in connection with any of the Contemplated Transactions and to make effective the Contemplated Transactions. Subject to Section 6.1(d), if any Governmental Body, including any competition authority, shall impose amendments to the Contemplated Transactions or commitments to be undertaken by any Party as a condition to release of such Governmental Body’s Consent with respect to the Contemplated Transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than 15 days and use their commercially reasonable efforts in order to agree upon amendments to the Transactional Agreements which are necessary in order to meet the requirements imposed by such Governmental Body. At the request of the Purchaser, the Selling Shareholders shall ensure that the Acquired Companies shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action relating to the business, product lines or assets of any Acquired Company, provided that any such action is: (i) determined by the Purchaser in good faith to facilitate compliance with any Legal Requirement or any request by any Governmental Body; and (ii) conditioned upon the Closing (it being understood that no action taken pursuant to this sentence shall cause the Purchase Price to be reduced). (d) Notwithstanding anything to the contrary contained in Section 6.1(c) or elsewhere in this Agreement, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 not have any obligation under this Agreement: (Regulatory Approvalsi) to be satisfied and divest or agree to comply with divest (or cause any and all of its obligations and covenants hereunder as promptly as practicablethe Acquired Companies or any of Purchaser’s Affiliates to divest or agree to divest) any of the respective businesses, product lines or assets of the Purchaser, any of the Affiliates of the Purchaser or any of the Acquired Companies, or to take or agree to take (or cause any of the Acquired Companies or any of Purchaser’s Affiliates to take or agree to take) any other action or agree (or cause any of the Acquired Companies or any of Purchaser’s Affiliates to agree) to any limitation or restriction on any of the respective businesses, product lines or assets of the Purchaser, any of the Affiliates of the Purchaser or any of the Acquired Companies; or (ii) to contest any Legal Proceeding relating to any of the Contemplated Transactions.

Filings and Consents. (a) The Purchaser Each party shall: (a) make all filings required to be made by such party and provide all notices required to be provided by such party, and shall cause use its Affiliates tocommercially reasonable efforts to obtain all Consents required to be obtained by such party (it being understood that the Consents to be obtained by the Seller with respect to Transferred Contracts with customers and Transferred Contracts involving in-licenses of Intellectual Property and Intellectual Property Rights shall cover the matters described on Schedule 5.4(a)), in each case in order to consummate the Transactions on a timely basis; and (b) ensure that during the Pre-Closing Period, each party and its Specified Representatives provide reasonable cooperation to the other party and to the other party’s Specified Representatives, and prepare and make available such documents and take such other actions as the Seller shallother party may reasonably request, (i) file all applications legally required of such Person with the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approvalany filing, within 14 days of the date hereofnotice or Consent that either party is required or elects to make, and (ii) provide all information required by the Israeli Antitrust Commissioner in connection with such filings in a timely mannergive or obtain. (b) The Purchaser shall, and shall cause its Affiliates to, (i) file within 14 days If the Consent of the date hereof Person identified in Schedule 5.4(b) is not obtained prior to (and in full force as of) the Closing, then the Seller shall pay to the Purchaser, promptly after requested to do so, one-half of all applications legally required of amounts payable by the Purchaser to the Person identified in Schedule 5.4(b) for a new license from such Person with (y) of the MoC in connection with obtaining the MoC Approval, same Intellectual Property and (z) any other governmental authority required by law 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 the any such filings are to be made Intellectual Property Rights covered by the Seller, ’s license identified in Schedule 5.4(b) (it shall do being understood that if the same, except new license includes terms or conditions that with respect provide materially broader rights to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility than the current terms and conditions (other than with respect the right to information that it providessublicense to the Seller in order to permit the Seller to perform its obligations under the Transition Services Agreement) and the amounts payable for the new license of the Intellectual Property and Intellectual Property Rights currently licensed are higher than under the Seller’s current license as a result of such materially broader rights, then the amount payable by the Seller pursuant to this clause shall be one-half of the cost of the new license, disregarding the increase in cost attributable to deliver such filings materially broader rights (but including the cost attributable to the MoC or other relevant governmental authority, (iv) sublicense to the content of such filings with Seller in order to permit the MoC (other than with respect Seller to information concerning perform its obligations under the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereofTransition Services Agreement)). (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition of such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use its commercially reasonable efforts to assist obtain, prior to the Closing, a renewal of the Seller Contract identified on Schedule 5.4(c), as it relates to the Intellectual Property and to cooperate Intellectual Property Rights that the Seller is currently using in connection with the Purchaser performance of services under the Seller Contracts, through January 31, 2004. If such renewal is not obtained prior to (and in obtaining full force as of) the approvals required under Section 6.3(a) and (b) above and Closing, then the Seller shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (pay to the extent that the approvals provided for in Section 5 are required by law Purchaser, promptly after requested to be obtained do so, all amounts payable by the SellerPurchaser to the Person identified in Schedule 5.4(c) to be satisfied as promptly as practicable, for a new license from such Person of such Intellectual Property and Intellectual Property Rights (it being understood that any action if the new license includes terms or omission conditions that provide materially broader rights to act by the Purchaser than the terms and conditions of the Seller taken in connection with effectuation of Contract identified on Schedule 5.4(c) (other than the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser right to satisfy its obligations hereunder. (f) The Purchaser shall provide sublicense to the Seller with all material correspondence (including e-mail correspondence) and material relevant information with respect in order 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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, and permit the Seller to review perform its obligations under the Transition Services Agreement) and the amounts payable for the new license are higher than under the license identified on Schedule 5.4(c) as a result of such materially broader rights, then the amount payable by the Seller pursuant to this clause shall be the cost of the new license, disregarding the increase in advance any proposed written communication cost attributable to such materially broader rights (but including e-mail correspondence) the cost attributable to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, not agree sublicense 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 the Seller in advance and, order to the extent permitted, gives permit the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated hereby. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of perform its obligations and covenants hereunder as promptly as practicableunder the Transition Services Agreement)).

Filings and Consents. (a) The Purchaser shallEach party shall use reasonable best efforts to file, and shall cause its Affiliates to, and the Seller shall, (i) file all applications legally required of such Person with the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approval, within 14 days of as soon as practicable after the date hereof, all notices, reports and (ii) provide all information other documents required to be filed by the Israeli Antitrust Commissioner in connection such party with such filings in a timely manner. (b) The 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 law 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause submit promptly any of its controlling shareholders and its Affiliates not to, take additional information requested by any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) such Governmental Authority. Without limiting the generality of the foregoing, while each party shall, promptly after the Purchaser does not foresee the samedate hereof, prepare and file any notifications required under any applicable antitrust or competition laws or regulations in order connection with this Agreement. Each party shall respond as promptly as practicable to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale inquiries or requests received from any state attorney general, antitrust authority or other disposition of such assets Governmental Authority in connection with antitrust or the transfer of certain of its operations and activities to subsidiaries), as and related matters. Subject to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing confidentiality provisions set forth in Section 5 11.12, Purchaser and Seller shall promptly supply the other with any information that 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 5.3(a). Except where prohibited by applicable Requirements of Law or any Governmental Authority, and subject to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken in connection with effectuation of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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, and permit the Seller to review in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated hereby. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing confidentiality provisions set forth in Section 5.1 11.12, Seller and Purchaser shall (1) cooperate with each other with respect to any filings made in connection with this Agreement and (2) provide the other party with copies of any publicly available documents made or submitted by it with or to any Governmental Authority in connection with this Agreement promptly upon the other party’s request. (b) Purchaser and Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary to make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the generality of the foregoing, each party to this Agreement: (1) 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 transactions contemplated by this Agreement; and (2) shall use reasonable best efforts to obtain the Requisite Regulatory Approvals. (c) Notwithstanding anything to be satisfied and the contrary contained in Section 5.3(b) or elsewhere in this Agreement, in connection with its efforts to comply with obtain the Requisite Regulatory Approvals, Purchaser shall not have any and all obligation under this Agreement to divest or agree to divest, or cause any of its obligations and covenants hereunder as promptly as practicableAffiliates to divest, any of their respective businesses, product lines or assets, or to take or agree to take (or cause any of its Affiliates to take or agree to take) any other action with respect to, or to agree (or cause any of its Affiliates to agree) to, any limitation or restriction on any of their respective businesses, product lines or assets.

Filings and Consents. (a) The Purchaser shallFilings. Parent (and its Affiliates, and shall cause its Affiliates toif applicable), on the one hand, and the Seller shallCompany (and its Affiliates, if applicable), on the other hand, will, to the extent required in the reasonable judgment of counsel to Parent and the Company: (i) file all applications legally required of such Person with the Israeli Antitrust Commissioner in connection with obtaining United States Federal Trade Commission (the “FTC”) and the Antitrust Approval, within 14 days Division of the United States Department of Justice (the “DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated by this Agreement as required by the HSR Act within ten (10) Business Days following the date hereof, of this Agreement (such filings shall specifically request early termination of the waiting period); and (ii) provide all information promptly file comparable pre-merger notification filings, forms and submissions with any Governmental Body that are required by the Israeli Antitrust Commissioner other applicable antitrust laws set forth on Schedule 7.3 in connection with the transactions contemplated by this Agreement (with any comparable pre-merger filings to be made as soon as reasonably practicable following the date of this Agreement). Each of Parent and the Company will (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) promptly supply the other (or cause the other to be supplied) with any information or documents that may be required in order to make such filings; provided, that insofar as any such information or documents are competitively sensitive, such information or documents may be provided directly to the relevant Governmental Bodies or, if required, on an outside counsel-to- counsel basis, in each case on a strictly confidential basis; (C) promptly supply (or cause its respective Affiliates to supply) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Bodies of any other applicable jurisdiction in which any such filing is made; and (D) take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and the other applicable antitrust laws set forth on Schedule 7.3 and (2) obtain any required consents pursuant to such antitrust laws applicable to the transactions contemplated by this Agreement as soon as practicable. In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Merger pursuant to the HSR Act and any other antitrust laws applicable to the Mergers, Parent (and its Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, will (i) promptly inform the other party of any material communication received from any Governmental Body regarding the transactions contemplated by this Agreement in connection with such filings (and if in writing, furnish the other party with a timely manner. (b) The Purchaser shall, and shall cause its Affiliates to, (i) file within 14 days of the date hereof all applications legally required copy of such Person with (y) the MoC in connection with obtaining the MoC Approval, and (z) any other governmental authority required by law to effect the transaction contemplated hereby ((y) and (zcommunication), 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use its reasonable best efforts to obtain the Regulatory Approvals as soon as 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition of such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicablepracticable to any request from any Governmental Body for information, it being understood that any action documents or omission to act by the Seller taken other materials in connection with effectuation the review of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) HSR Act filings or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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, (iii) provide to the other party, and permit the Seller other party to review and comment in advance of submission, all proposed material correspondence and written communications to any proposed written communication (including e-mail correspondence) Governmental Body with respect to the MoC or the Israeli Antitrust Commissioner transactions contemplated hereby and incorporate the Seller’s reasonable comments, (iv) not agree to participate in any substantive meeting or discussion with or in the MoC or the Israeli Antitrust Commissioner any Governmental Body in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unlesswithout giving the other party reasonable prior notice of such meeting or discussions and, except as prohibited by Applicable Law or Governmental Body, gives the other party the opportunity to attend and participate thereat. If any Party or Affiliate thereof receives a request for additional information or documentary material from the FTC, the DOJ or any Governmental Body with respect to the extent transactions contemplated by this Agreement pursuant to the HSR Act or any other antitrust laws applicable to the transactions contemplated by this Agreement, then such Party will make (or cause to be made), as soon as reasonably practicable and lawful, it consults after consultation with the Seller other Parties, an appropriate response in advance and, compliance with such request. Parent shall pay all filing fees under the HSR Act and any other antitrust laws applicable to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated herebyby this Agreement. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. 8.6.1 As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) The Purchaser shall, shall make all filings (if any) and shall cause its Affiliates to, give all notices (if any) required to be made and the Seller shall, (i) file all applications legally required of given by such Person with the Israeli Antitrust Commissioner party 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) The 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 law 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition of such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use all commercially reasonable efforts to cause the conditions to Closing set forth in Section 5 obtain all consents (to the extent that the approvals provided for in Section 5 are if any) required by law to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken such party in connection with effectuation or to give full effect to transactions contemplated by this Agreement; provided, however, that (i) Seller, with the reasonable assistance of Buyer where applicable, shall be responsible for making all filings with and obtaining all such consents from Governmental Entities pursuant to Legal Requirements applicable to Seller or its businesses or properties, and for obtaining all such consents (if any) required to be obtained from parties to Contracts by which Seller or its properties are bound, and (ii) Buyer, with the Bezeq Transaction reasonable assistance of Seller where applicable, shall not be deemed a breach by Seller responsible for making all filings with and obtaining all such consents from Governmental Entities pursuant to Legal Requirements applicable to Parent, Buyer or their business or properties; PROVIDED that neither Parent, Buyer nor any of this Section 6.3(e) their respective Affiliates shall be obligated to consent to any divestitures or grounds for any failure of the Purchaser to satisfy its obligations hereunderoperational limitations or requirements in connection therewith. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail correspondence) and material relevant information with respect 8.6.2 Each party 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. The Purchaser this Agreement shall promptly notify deliver to the Seller other parties a copy of any material written communication (including e-mail correspondence) made to or received each such filing made, each such notice given and each such Consent obtained by such party or its Affiliates from during the MoC or Pre-Closing Period. Each party shall promptly provide the Israeli Antitrust Commissioner or any other regulatory body regarding any of the transactions contemplated hereby, and permit the Seller to review in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller parties with copies of all correspondence, filings and written communications between them on one hand and the MoC or the Israeli Antitrust Commissioner or its respective staff on made by the other handparty with any state, federal or foreign Governmental Entity in connection with respect to this Agreement and the transactions contemplated hereby. This provision Each party shall apply to Seller, mutatis mutandis, in regard to promptly inform the transaction other party of any material communication between such party and any Governmental Entity regarding this Agreement or the transactions contemplated hereby. (g) 8.6.3 Without derogating from the generality of the foregoing: 8.6.3.1 Seller hereby undertakes, as promptly as practicable after the Purchaser shall execution of this Agreement, to use its best efforts commercially reasonable efforts, with the reasonable assistance of Buyer, to cause obtain as promptly as possible the conditions final implementation approval of the Investment Center with respect to Closing set forth in Section 5.1 (Regulatory Approvals) Seller's Approved Enterprises and the Investment Center's approval to be satisfied and the transfer to comply with Buyer of any and all rights of its obligations and covenants hereunder Seller in such Approved Enterprises, it being understood that Buyer will bear the costs of Deloitte & Touche in connection therewith; 8.6.3.2 Seller hereby undertakes, as promptly as practicablepracticable after the execution of this Agreement, to use commercially reasonable efforts, with the reasonable assistance of Buyer, to obtain the ITA Approval, it being understood that (i) Seller shall not be required to make capital expenditures in connection therewith and (ii) Buyer will bear the costs of Deloitte & Touche, retained by the parties for this purpose, in connection therewith; and 8.6.3.3 Seller hereby undertakes to cooperate and assist Buyer to obtain as promptly as possible a permit of the Ministry of Communications, in the name of Buyer, to conduct the frequency experiments required by the Business ("MOC PERMIT"), including by way of execution of a waiver of Seller's MoC Permit.

Filings and Consents. (a) The Purchaser Subject to the terms and conditions of this Agreement, including Section 6.17, each of the Buyer and Parent shall, and Parent shall use commercially reasonable efforts to cause its Affiliates the Sellers to, and the Seller shallBuyer shall use its commercially reasonable efforts to cause its applicable Affiliates to, (i) file cooperate with each other and use their reasonable best efforts to take or cause to be taken all applications legally required of such Person actions, and do or cause to be done, and reasonably assist and cooperate with the Israeli Antitrust Commissioner other Parties in doing, all things necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such Party or its Subsidiaries with respect to this Agreement, including cooperating with the United States Department of Justice and any other Governmental Entity in their evaluation of the transactions contemplated by this Agreement and in connection with obtaining the Antitrust Approval, within 14 days of the date hereof, and (ii) provide all information required transactions contemplated by the Israeli Antitrust Commissioner in connection with such filings in a timely manner. (b) The Purchaser shallPRN PSA, and shall cause its Affiliates toand, (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 law 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this AgreementSection 7.1, Section 7.2 and Section 7.3, to consummate the Purchaser agrees to use best efforts to obtain the Regulatory Approvals transactions contemplated hereby as soon as possible, practicable (provided that no Party shall be required to make waive any 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvalsconditions). (db) Without limiting the generality of the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: foregoing clause (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition of such assets or the transfer of certain of its operations and activities to subsidiariesa), as each of the Buyer and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller Parent shall, and Parent shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use commercially reasonable efforts to cause the conditions Sellers to, and the Buyer shall use its commercially reasonable efforts to Closing set forth in Section 5 (cause its applicable Affiliates to, promptly apply for, and take all reasonably necessary actions to the extent that the approvals provided for in Section 5 are obtain or make, as applicable, all Orders and Filings with, any Governmental Entity required by law to be obtained or made by it for the Seller) to be satisfied consummation of the transactions contemplated hereby as promptly as practicable. Each of the Buyer and Parent shall, it being understood that any action or omission and shall cause their respective Affiliates to, cooperate with and promptly furnish information to act by the Seller taken other Party and to UBM necessary in connection with effectuation of any requirements imposed upon such other Party or UBM in connection with the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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 consummation of the transactions contemplated herebyhereby or by the PRN PSA. Each Party shall furnish to each other’s counsel and to UBM’s counsel such necessary information and reasonable assistance as the other Party or UBM, as applicable, may request in connection with its preparation of any Filing or submission that is necessary under or provided voluntarily pursuant to the HSR Act and any Other Antitrust Laws. (c) Each of the Buyer and Parent shall, and permit cause their respective Affiliates to, keep the Seller other and UBM apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) and other Governmental Entities in connection with the transactions contemplated by this Agreement and shall comply promptly with any such inquiry or request. (d) During the period from the date hereof and continuing until the earlier of: (i) the termination of this Agreement and (ii) the consummation of the Closing, except with the consent of Parent (which shall not be unreasonably withheld, delayed or conditioned), the Buyer and its Affiliates shall not do anything, including entering into any transaction, that would reasonably be expected to review in advance prevent or delay any proposed written communication (including e-mail correspondence) to the MoC filings or approvals required under any applicable antitrust laws or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, not agree to participate in any substantive meeting or discussion with or in the MoC or the Israeli Antitrust Commissioner in respect consummation of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, or result in the failure to the extent reasonably practicable and lawful, it consults with the Seller in advance and, satisfy any condition to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies consummation of all 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 provision shall apply to Seller, mutatis mutandis, in regard to hereby or by the transaction contemplated herebyPRN PSA. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) The Purchaser shallFilings. Each party shall use its reasonable best efforts to file, as soon as practicable after the Agreement Date, all notices, reports and shall cause its Affiliates to, and the Seller shall, (i) file all applications legally other documents 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) The 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 law 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 the any such filings are to be made filed by the Seller, it shall do the same, except that such party with any Governmental Entity with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this AgreementShare Issuance, the Purchaser agrees to use best efforts to obtain Secondary Share Purchase and the Regulatory Approvals as soon as 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 mannerother Contemplated Transactions, and to comply with all applicable law and all requirements applicable to it of the MoC or the Israeli Antitrust Commissioner or other applicable agencies or regulatory authorities, as the case may be, to effect the transactions contemplated submit promptly any additional information requested by this Agreementany such Governmental Entity. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoing, while Purchaser and the Purchaser does not foresee Company shall, promptly after the sameAgreement Date, in order to facilitate the issuance of prepare and file any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale notification or other disposition of such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent document required to obtain such Approval. be filed under any applicable antitrust or competition-related Legal Requirement in connection with the Share Issuance, the Secondary Share Purchase and the other Contemplated Transactions (ii) The it being understood and agreed that any filing with CCI will be made solely by Purchaser). Purchaser and the Company shall not object respond as promptly as practicable to any condition inquiries or stipulation (regardless of whether such condition or stipulation is burdensome) requests received from the MoC CCI, any attorney general, foreign antitrust or the Israeli Antitrust Commissioner competition authority or other relevant Governmental Entity in connection with antitrust or other regulatory authority stipulated as a condition to matters. At the MoC Approval request of Purchaser, the Company shall divest, sell, dispose of, hold separate or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action with respect to any of the businesses, product lines or assets of the Acquired Companies, provided that any such action is conditioned upon the consummation of the Share Issuance and the Secondary Share Purchase. Subject to the confidentiality provisions of the Confidentiality Agreement, Purchaser and the Company shall promptly supply the other with any information which may be required in order to facilitate the issuance of effectuate any Regulatory Approval. filings (eincluding applications) The Seller shall use reasonable efforts pursuant to assist (and to cooperate otherwise comply with its obligations set forth in) this Section 5.1(a). Except where prohibited by applicable Legal Requirements or any Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement: (i) the Company shall: (A) not take any position with respect to any filing (including any application) or submission made pursuant to this Section 5.1(a) without Purchaser’s prior written consent; (B) permit Purchaser to review and discuss in advance, and consider in good faith the views of Purchaser in obtaining connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts foregoing to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken Governmental Entity in connection with effectuation of the Bezeq Transaction shall not be deemed a breach by Seller of any Legal Proceeding related to this Section 6.3(e) Agreement or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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, and permit the Seller to review in advance any proposed written communication Contemplated Transactions (including e-mail correspondenceany such Legal Proceeding relating to any antitrust, competition or fair trade Legal Requirement); (C) to the MoC or the Israeli Antitrust Commissioner coordinate with Purchaser in preparing and incorporate the Seller’s reasonable comments, 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 exchanging such information; and lawful, it consults with the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, (D) promptly provide Purchaser (and furnish the Seller its counsel) with copies of all correspondencefilings, filings notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and written communications between them on one hand other submissions (and a summary of any oral presentations) made or submitted by the MoC Company with or to any Governmental Entity related to this Agreement or any of the Israeli Antitrust Commissioner or its respective staff on Contemplated Transactions; and (ii) Purchaser shall, if requested by the other handCompany, consult with the Company (A) prior to taking a position before a Governmental Entity with respect to any filing or submission required pursuant to this Section 5.1(a) and (B) in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity in connection with any Legal Proceeding related to this Agreement and or any of the transactions contemplated hereby. This provision shall apply Contemplated Transactions (including any such Legal Proceeding relating to Sellerany antitrust, mutatis mutandis, in regard to the transaction contemplated herebycompetition or fair trade Legal Requirement). (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) The Purchaser shallAs promptly as practicable after the execution of this Agreement, each party shall use its Commercially Reasonable Efforts to obtain, and shall cause its Affiliates toto cooperate with the other parties in obtaining, all authorizations, consents, orders and approvals of any Governmental Entity or other Persons that may be or become necessary in connection with the consummation of the transactions contemplated by this Agreement, and to take all reasonable actions to avoid the entry of any order or decree by any Governmental Entity prohibiting the consummation of the transactions contemplated hereby. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, Seller shall, and Exxxxxxxx (i) file all applications legally shall give any notices required to be given under any Contracts, Real Property Leases, Pipeline Easements, Permits and contracts related to manufacturer and vendor warranties and Intellectual Property, (ii) shall obtain prior to Closing any consents required under any Contracts, Real Property Leases, Pipeline Easements, Permits and contracts related to manufacturer and vendor warranties and Intellectual Property and (iii) shall concurrently deliver to Purchaser a copy of each such Person with notice delivered and each such consent received. Also without limiting the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approvalfollowing, within 14 days of as promptly as practicable after the date hereofof this Agreement, Alon and Purchaser (i) shall give any notices required to be given by them, (ii) shall obtain prior to Closing any consents required to be obtained by them, and (iiiii) provide all information required by the Israeli Antitrust Commissioner in connection with shall concurrently deliver to Seller a copy of each such filings in a timely mannernotice delivered and each such consent received. (b) The Purchaser shall, and shall cause its Affiliates to, Subject to (i) file within 14 days applicable Laws relating to the exchange of information and the date hereof all applications legally required direction of such Person with (y) the MoC in connection with obtaining the MoC Approval, and (z) any other governmental authority required by law to effect the transaction contemplated hereby ((y) and (z), together with the Antitrust Approval, collectively the "Regulatory Approvals”), Governmental Entity 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect matters not related to the MoC Approval Business that Seller or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall reasonably determines should not be to deliver such filings disclosed to the MoC or other relevant governmental authoritydue to confidentiality concerns, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Alon and Purchaser, on the one hand, and Purchaser Seller and Exxxxxxxx, on the other hand, shall retain liability for have the contents thereof. (c) Upon the terms and subject right to the conditions set forth review in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 manneradvance, and to comply with the extent practicable each will consult the other on, all applicable law the information relating to Alon and all requirements applicable to it of the MoC Purchaser or the Israeli Antitrust Commissioner or other applicable agencies or regulatory authoritiesSeller and Exxxxxxxx, as the case may be, to effect and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. The In exercising the foregoing right, each of Seller, Exxxxxxxx, Xxxx and Purchaser undertakes not toshall act reasonably and as promptly as practicable. Without limiting the foregoing, the parties shall cause all necessary initial filings with all Governmental Entities in connection with the HSR Act to be made as promptly as practicable on or after the date of this Agreement, and shall exercise best efforts in any event no later than five Business Days after the date of this Agreement. Each of Alon, Purchaser, Seller and Exxxxxxxx will respond promptly under the circumstances to cause any requests for additional information by any Governmental Entity in connection with the transactions contemplated by this Agreement, including promptly filing a response to a “second request” from an applicable Governmental Entity in connection with its review of the transactions contemplated by this Agreement pursuant to the HSR Act. (c) Subject to applicable Laws relating to the exchange of information and the direction of any Governmental Entity, each of Seller and Exxxxxxxx, on the one hand, and Alon and Purchaser, on the other hand, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, submission, filing, notice or application made by or on behalf of Alon, Purchaser, Seller, Exxxxxxxx or any of its controlling shareholders and its Affiliates not to, take their respective Subsidiaries to any action that would adversely affect its ability third party or any Governmental Entity in connection with the approval of or consent to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvalstransactions contemplated by this Agreement. (d) Without limiting Subject to applicable Laws relating to the generality exchange of information and the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance direction of any Regulatory Approval: Governmental Entity, (i) The Purchaser each of Seller and Exxxxxxxx, on the one hand, and Alon and Purchaser, on the other hand, shall take such actions keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including (A) promptly furnishing the other with respect to its assets (including without limitation the sale copies of notices or other disposition of such assets communications (if written) or the transfer of certain of its operations summaries thereof (if oral) received by Alon and activities to subsidiaries)Purchaser or Seller and Exxxxxxxx, as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. , from any third party or any Governmental Entity (including any notice or communication alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement); (B) promptly informing the other of any communications or discussions with any such third party or Governmental Entity, in each case with respect to the transactions contemplated by this Agreement (including in connection with all approvals required under the HSR Act); (ii) Seller and Exxxxxxxx shall give prompt notice to Purchaser of any notice or other communication from any Person, development, event or circumstance that could reasonably have or result in a Material Adverse Effect or prevent, materially delay or materially impair the ability of Seller to consummate the transactions contemplated by this Agreement; (iii) The Purchaser shall take any other action required give prompt notice to facilitate the issuance Seller and Exxxxxxxx of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with change, development, event or circumstance that could reasonably prevent, materially delay or materially impair the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action ability of Alon or omission to act by the Seller taken in connection with effectuation of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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 consummate the transactions contemplated herebyby this Agreement; and (iv) neither Seller and Exxxxxxxx, on the one hand, nor Alon and permit the Seller to review in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable commentsPurchaser, 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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, shall permit any of its officers, directors or any other representatives or agents to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry relating to this Agreement and the transactions contemplated hereby. This provision shall apply by this Agreement, unless it consults with the other party in advance and gives the other party the opportunity to Seller, mutatis mutandis, in regard to the transaction contemplated herebyattend and participate thereat. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) The Purchaser shall, and shall cause its Affiliates to, and the Seller shall, (i) file 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) The 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 law 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition of such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken in connection with effectuation of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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, and permit the Seller to review in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s 's reasonable comments, 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated hereby. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) The Purchaser shallEach party hereto will cooperate with each other party with respect to obtaining, as promptly as practicable, and shall cause its Affiliates toin any event prior to the Closing, all necessary consents, approvals, authorizations and agreements of, and the Seller shallgiving of all notices and making of all other filings with, (i) file all applications legally required of such Person with any third parties, including Governmental Authorities, necessary to authorize, approve or permit the Israeli Antitrust Commissioner in connection with obtaining transactions contemplated by this Agreement and 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 mannerRelated Equity Agreements. (b) The Purchaser shallTo the extent not filed prior to the date hereof and to the extent required, as soon as practicable after the execution of this Agreement, Holdco, Commerce One, Ford and GM each shall cause its Affiliates tofile with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable notification forms required by the merger notification or control laws and regulations of any other jurisdiction as may be necessary or desirable to consummate the transactions contemplated hereby. Holdco, Commerce One, Ford and GM each shall promptly (i) file within 14 days of supply the date hereof all applications legally other with any information which may be required of in order to effectuate such Person with (y) the MoC in connection with obtaining the MoC Approval, and (z) any other governmental authority required by law to effect the transaction contemplated hereby ((y) and (z), together with the Antitrust Approval, collectively the "Regulatory Approvals”), filings and (ii) provide all supply any additional information which reasonably may be required by the MoC FTC, the DOJ or the applicable competition or merger control authorities of any other Governmental Authority in connection with jurisdiction and which the parties may reasonably deem appropriate. The parties agree to request and take such filings in a timely manner. In the event the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval action as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts necessary to obtain the Regulatory Approvals as soon as 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 early termination of the MoC or the Israeli Antitrust Commissioner or other applicable agencies or regulatory authorities, as the case may be, HSR Act waiting period; PROVIDED that this sentence shall apply only to effect the transactions contemplated by this Agreement. The Purchaser undertakes not toAgreement and the Related Equity Agreements, and PROVIDED, FURTHER, that none of Commerce One, Holdco, Ford or GM shall exercise best efforts be required to cause agree to any divestiture by such entity or any of its controlling shareholders and its their respective subsidiaries or Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner of shares of capital stock or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoingbusiness, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition property of such assets entity or their respective subsidiaries or Affiliates or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken in connection with effectuation of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller imposition of any material written communication (including e-mail correspondence) made to or received by such party or its Affiliates from limitation on the MoC or the Israeli Antitrust Commissioner or any other regulatory body regarding ability of any of the transactions contemplated herebythem to conduct their businesses or to own or exercise control of such assets, properties and permit the Seller to review in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated herebystock. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) The Purchaser shallEach of Parent and Merger Sub (and their respective affiliates, and shall cause its Affiliates toif applicable), on the one hand, and the Seller shallCompany, on the other hand, shall make merger notification filings, at such times as are consistent with its legal counsel’s judgment (but in no event, in the case of clause (x) hereof, later than twenty (20) Business Days following the execution and delivery of this Agreement) with (x) the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) relating to this Agreement and the transactions contemplated hereby as required by the HSR Act, and (y) any foreign Governmental Authority that the parties reasonably determine are necessary to be made under any other Antitrust Laws. Each of Parent and the Company shall (i) file all applications legally required of such Person cooperate and coordinate with the Israeli Antitrust Commissioner other in the making of any filings or submissions that are required to be made under any applicable Laws or Orders or requested to be made by any Governmental Authority in connection with obtaining the Antitrust ApprovalTransactions, within 14 days of the date hereof, and (ii) provide all supply the other or its outside counsel with any information that may be required or requested by the Israeli Antitrust Commissioner in connection with such filings in a timely manner. (b) The 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 law 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 the any such filings are to be made by the Selleror submissions, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, and (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition of such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (expiration or termination of the applicable waiting periods under any applicable Laws or Orders as soon as reasonably practicable. If and to the extent necessary to consummate and make effective the Transactions, to resolve objections, if any, as the FTC, the DOJ, or any other Governmental Authority may assert under any applicable Laws or Orders with respect to the Transactions, and/or to avoid or eliminate each and every impediment under any Law or Order that the approvals provided for in Section 5 are required by law to may be obtained asserted by the SellerFTC, the DOJ or any other Governmental Authority with respect to the Transactions so as to enable consummation of the Transactions in the most expeditious manner practicable, Parent, the Company and their respective Subsidiaries shall promptly (and in any event on or before six (6) months from the date of this Agreement) agree to any sale, divestiture, license or other disposition of any business, product line or asset of the Company that is not, taken as a whole or individually, in the Parent’s reasonable judgment, material to the Company’s business (including any hold separate order related to such sale, divestiture, license or disposition), and the imposition of any restriction or limitation on the ability of any of them to own or exercise control of such non-material business, product line or asset of the Company (any such sale, divestiture, license, disposition, hold separate, restriction or limitation, a “Non-Material Divestiture”), and shall consummate any such Non-Material Divestiture in the most expeditious manner practicable (and in any event on or before the Expiration Date, consistent with Section 7.02(b)). Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require (i) Parent and/or Merger Sub (or their affiliates, if applicable) to be satisfied as promptly as practicablesell, it being understood that divest, license, dispose of, hold separate, restrict or otherwise limit any action of their own businesses, product lines or omission assets or (ii) Parent, Merger Sub or the Company to act by the Seller taken in connection with effectuation sell, divest, license, dispose of, hold separate, restrict or otherwise limit any business, product line or asset of the Bezeq Transaction shall not be deemed Company which is, taken as a breach by Seller of this Section 6.3(e) whole or grounds for any failure of individually, in the Purchaser Parent’s reasonable judgment, material to satisfy its obligations hereunderthe Company’s business. (fb) The Purchaser shall provide Each of Parent and Merger Sub (and their respective affiliates, if applicable), on the Seller with all material correspondence (including e-mail correspondence) one hand, and material relevant information with respect to Regulatory Approvals; provided that any trade secrets or the Company, on the other confidential information shall be redacted from such updates and shall be provided to a third party trustee for safekeeping. The Purchaser hand, shall promptly notify inform the Seller other of any material written communication (including e-mail correspondence) made to or received by such party or its Affiliates from the MoC or the Israeli Antitrust Commissioner or any other regulatory body Governmental Authority regarding any of the transactions contemplated herebyTransactions in connection with any filings or investigations with, and permit the Seller by or before any Governmental Authority relating to review in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, 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 unlessTransactions, including any proceedings initiated by a private party. If any party hereto or affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the Transactions pursuant to the HSR Act or any other Antitrust Laws with respect to which any such filings have been made, then such party shall use its commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and lawfulunless prohibited by applicable Law or by the applicable Governmental Authority, it consults the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to this Agreement or the Seller Transactions, (ii) keep the other party reasonably apprised with respect to any communications with any Governmental Authority regarding this Agreement or the Transactions, (iii) cooperate in advance andthe filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending this Agreement or the Transactions, articulating any regulatory or competitive argument and/or responding to the extent permitted, gives the Seller the opportunity to attendrequests or objections made by any Governmental Authority, and furnish the Seller (iv) provide each other (or counsel of each party, as appropriate) with copies of all correspondence, filings and written communications between them on one hand and the MoC to or the Israeli Antitrust Commissioner or its respective staff on the other hand, with respect from any Governmental Authority relating to this Agreement and or the transactions contemplated herebyTransactions. This provision shall apply to Seller, mutatis mutandis, in regard Any such disclosures or provisions of information by one party to the transaction contemplated herebyother may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) The Purchaser shallExcept as otherwise set forth in Sections 7.10 and 7.11 of this Agreement, each Owner, the Seller and each Subsidiary, on the one hand, and shall cause its Affiliates to, ICL and the Seller shallBuyer, 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) file all applications legally required delivery of such Person with the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approval, within 14 days of 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) provide 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 information 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 Israeli Antitrust Commissioner Buyer or any of their respective Affiliates to take any of the actions specified in connection with such filings in a timely mannerthe preceding sentence. (b) The Purchaser shall, Buyer agrees that its commercially reasonable efforts include taking any 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, steps necessary to avoid or eliminate each and (z) every impediment under any other governmental authority required Competition/Investment Law that is asserted by law 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 any Governmental Authority in connection with such filings in not a timely manner. In the event the any such filings are to be made by the Seller, it shall do the same, except that United States Governmental Authority with respect to the MoC Approval 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 governmental approval as relevantorder in any suit or proceeding, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to which would otherwise have the MoC effect of preventing or other relevant governmental authority, (iv) delaying the content consummation of such filings with the MoC (other than with respect to information concerning transfer of the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereofAcquired Assets. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 Each of the MoC or Buyer and the Israeli Antitrust Commissioner or other applicable agencies or regulatory authoritiesSeller agrees that it will, as if necessary to enable the case may be, Seller and the Buyer to effect consummate the transactions contemplated by this Agreement. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition of such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use commercially reasonable efforts to assist and defend against any suits, actions or proceedings by any U.S. Governmental Authority seeking a temporary restraining order or preliminary injunction to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken in connection with effectuation of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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 prevent consummation of the transactions contemplated hereby, and permit by this Agreement; provided that neither the Buyer nor the Seller shall be obligated to review in advance any proposed written communication (including e-mail correspondence) to the MoC -------- continue such efforts, either by pursuing an appeal or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable commentsotherwise, not agree to participate in any substantive meeting or discussion with or in the MoC or the Israeli Antitrust Commissioner in respect if a preliminary injunction preventing consummation 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated herebyis entered. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) The Purchaser shallEach party shall use reasonable best efforts to file, and shall cause its Affiliates to, and the Seller shall, (i) file all applications legally required of such Person with the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approval, within 14 days of as soon as practicable after the date hereof, all notices, reports and (ii) provide all information other documents required to be filed by the Israeli Antitrust Commissioner in connection such party with such filings in a timely manner. (b) The 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 law 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause submit promptly any of its controlling shareholders and its Affiliates not to, take additional information requested by any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) such Governmental Authority. Without limiting the generality of the foregoing, while each party shall, promptly after the Purchaser does not foresee the samedate hereof, prepare and file any notifications required under any applicable antitrust or competition laws or regulations in order connection with this Agreement. Each party shall respond as promptly as practicable to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale inquiries or requests received from any state attorney general, antitrust authority or other disposition of such assets Governmental Authority in connection with antitrust or the transfer of certain of its operations and activities to subsidiaries), as and related matters. Subject to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing confidentiality provisions set forth in Section 5 11.12, Purchaser and Seller shall promptly supply the other with any information that 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 5.2(a). Except where prohibited by applicable Requirements of Law or any Governmental Authority, and subject to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken in connection with effectuation of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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, and permit the Seller to review in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated hereby. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing confidentiality provisions set forth in Section 5.1 11.12, Seller and Purchaser shall (1) cooperate with each other with respect to any filings made in connection with this Agreement and (2) provide the other party with copies of any publicly available documents made or submitted by it with or to any Governmental Authority in connection with this Agreement promptly upon the other party’s request. (b) Purchaser and Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary to make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the generality of the foregoing, each party to this Agreement: (1) 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 transactions contemplated by this Agreement; and (2) shall use reasonable best efforts to obtain the Requisite Regulatory Approvals. (c) Notwithstanding anything to be satisfied and the contrary contained in Section 5.2(b) or elsewhere in this Agreement, in connection with its efforts to comply with obtain the Requisite Regulatory Approvals, Purchaser shall not have any and all obligation under this Agreement to divest or agree to divest, or cause any of its obligations and covenants hereunder as promptly as practicableAffiliates to divest, any of their respective businesses, product lines or assets, or to take or agree to take (or cause any of its Affiliates to take or agree to take) any other action with respect to, or to agree (or cause any of its Affiliates to agree) to, any limitation or restriction on any of their respective businesses, product lines or assets.

Filings and Consents. (a) The Purchaser shallEach party shall file promptly, and shall cause its Affiliates to, and the Seller shall, but in any event within five (i5) file all applications legally required of such Person with the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approval, within 14 days of Business Days after the date hereofof this Agreement, all notices, reports and (ii) provide all information other documents required to be filed by the Israeli Antitrust Commissioner in connection such party with such filings in a timely manner. (b) The 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 law 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or Merger and the other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause submit promptly any of its controlling shareholders and its Affiliates not to, take additional information requested by any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) such Governmental Authority. Without limiting the generality of the foregoing, while the Purchaser does not foresee Company and Parent shall, promptly after the samedate of this Agreement, prepare and file any notifications required under any applicable antitrust or competition laws or regulations in connection with the Merger. (b) 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 Authority 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 facilitate 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 Authority, and subject to the issuance confidentiality provisions of any Regulatory Approval: this Agreement, the Company and Parent shall: (i) The Purchaser shall take such actions including cooperate with the other party with respect to its assets any filings made by the other party in connection with the Merger; (including without limitation ii) permit the sale other party to review (and consider in good faith the views of the other party in connection with) any documents before submitting such documents to any Governmental Authority in connection with the Merger; and (iii) promptly provide the other party with copies of all filings, notices and other documents (and a summary of any oral presentations) made or other disposition of such assets submitted by any Acquired Company with or to any Governmental Authority in connection with the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such ApprovalMerger. (iic) The Purchaser shall not object If any objections are asserted with respect to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC Merger or the Israeli Antitrust Commissioner other transactions contemplated by this Agreement under any antitrust law or if any action, suit or other relevant regulatory authority stipulated as a condition to proceeding is instituted or threatened by any Governmental Authority or any private party challenging the MoC Approval or the Antitrust Approval Merger or any other Regulatory Approval transactions contemplated by this Agreement as violative of any antitrust law or other Legal Requirements, Parent and the case may beCompany shall, and shall cause their respective Affiliates to, use reasonable best efforts promptly to resolve such objections; provided that nothing in this Agreement shall require any party or any of its Affiliates to (and, without the prior written consent of Parent, no Acquired Company shall) (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the Merger or the other transactions contemplated by this Agreement, (ii) 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 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 (iii) contest any Legal Proceeding relating to the Merger or any of the other transactions contemplated by this Agreement. (iiid) The Purchaser shall take any other action required Subject to facilitate the issuance remainder of any Regulatory Approval. (e) The Seller this Section 5.1, Parent and the Company shall use commercially reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to take, or cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by the Seller) to be satisfied this Agreement as promptly as practicable. Without limiting the generality of the foregoing, it being understood that as soon as practicable after the date of this Agreement, 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 to any action or omission party to act by the Seller taken any Contract in connection with effectuation of the Bezeq Transaction Merger and the other transactions contemplated by this Agreement; and (y) shall not use commercially reasonable efforts to obtain each Consent (if any) required to be deemed a breach by Seller of this Section 6.3(e) or grounds for obtained pursuant to any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) made to or received applicable Contract by such party in connection with the Merger or any of the other transactions contemplated by this Agreement; provided, however, that no party to this Agreement or any of its Affiliates shall be required to compensate any Person or offer or grant any accommodation (financial or otherwise) to any Person in connection therewith; provided, further, that neither the Company, nor any of its Affiliates, shall, without Parent’s prior written consent, grant any waiver, make any concession or otherwise amend or alter in any material respect any terms of any Contract in order to obtain any Consent. The Company shall promptly upon its receipt make available to Parent copies of any and all substantive correspondence between the Company or any of its Affiliates and the party to any such Contract (or its Affiliates from the MoC or the Israeli Antitrust Commissioner or agents) relating to any other regulatory body regarding any such Consent of the transactions contemplated hereby, and permit the Seller to review in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated hereby. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) The Purchaser shall, and Each party shall cause its Affiliates to, and the Seller shall, use commercially reasonable efforts: (i) file to file, as soon as practicable after the date of this Agreement, all applications legally notices, reports and other documents required of to be filed by such Person party with any Governmental Body with respect to the Israeli Antitrust Commissioner in connection Transactions, together with obtaining the Antitrust Approval, within 14 days a request for early termination of the date hereof, applicable waiting period; and (ii) provide to give all information notices required to be given by the Israeli Antitrust Commissioner such party and use commercially reasonable efforts to obtain each Consent required to be obtained by such party, in each case in connection with such filings the Transactions, including: (A) the Consents required under the Seller Contracts identified in a timely manner. (b) The Purchaser shall, and shall cause its Affiliates to, (i) file within 14 days Part 2.13 of the date hereof all applications legally required of such Person with Disclosure Schedule; and (yB) the MoC in connection with obtaining the MoC Approval, and (z) any other governmental authority required by law consent of each party 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect Shared Seller Contract to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect assignment to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 Purchasers of the MoC rights under such Shared Seller Contract that relate the Business 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. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Business Offerings. Without limiting the generality of the foregoing, while Seller, Purchaser and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and under any other Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Transactions. Seller, Purchaser does not foresee and Parent shall use commercially reasonable efforts to respond as promptly as practicable to: (i) any inquiries or requests (including any “second request”) received from the sameFederal Trade Commission or the U.S. Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. (b) Subject to compliance with applicable Legal Requirements, Parent and Purchaser shall use commercially reasonable efforts to provide to Seller, and Seller shall use commercially reasonable efforts to provide to Parent and Purchaser, as promptly as practicable any information that is required in order to facilitate the issuance of effectuate any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale filings or other disposition of such assets applications by Purchaser, Parent or the transfer of certain of its operations and activities to subsidiaries)Seller, as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The , pursuant to Section 4.3(a). Except where prohibited by applicable Legal Requirements, each of Seller, Parent and Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use commercially reasonable efforts to: (i) consult with and consider the views of the other party regarding material positions being taken in material filings to assist and to cooperate be made under Antitrust Laws in connection with the Purchaser in obtaining Transactions; (ii) provide the approvals required under Section 6.3(aother (and its counsel) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, practicable with copies of all material filings and material written submissions made by such party with any Governmental Body under any antitrust law in connection with the Transactions (it being understood that any action or omission to act by the Seller taken in connection with effectuation of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail correspondence) such filings and material relevant information with respect to Regulatory Approvals; provided that any trade secrets or other confidential information shall submissions may be redacted from such updates and shall be provided by a party prior to providing a third copy thereof to the other party trustee for safekeeping. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) made to or received by remove information that 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, and permit the Seller to review believes in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated hereby. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) good faith to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicableconfidential, proprietary or competitively sensitive).

Filings and Consents. (a) The Purchaser shallFilings. Each of the Company, Parent and Merger Sub shall use commercially reasonable efforts to file, as soon as practicable after the Agreement Date, all notices, reports and other documents required to be filed by such party with any Governmental Entity with respect to the Transactions, and to submit promptly any additional information requested by any such Governmental Entity. The Company, Parent and Merger Sub shall cause respond as promptly as practicable to any inquiries or requests received from any state attorney general, antitrust authority or other Governmental Entity in connection with antitrust or related -57- matters. Subject to the confidentiality provisions of the Confidentiality Agreement, Parent, Merger Sub 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 Affiliates toobligations set forth in) this Section 5.1(a). Except where prohibited by Applicable Law or any Governmental Entity, and subject to the Seller confidentiality provisions of the Confidentiality Agreement, the Company shall, : (i) file all applications legally required of such Person cooperate with the Israeli Antitrust Commissioner Parent or Merger Sub with respect to any filings with any Governmental Entity made by Parent or Merger Sub in connection with obtaining the Antitrust ApprovalTransactions, within 14 days (ii) subject to the redaction of competitively sensitive information and not including any documents submitted to the Federal Trade Commission and the Department of Justice in response to Item 4(c) or Item 4(d) of the date hereofnotification and report form under the HSR Act, permit Parent or Merger Sub to review (and consider in good faith the views of Parent or Merger Sub in connection with such review) any documents before submitting such documents to any Governmental Entity in connection with the Transactions, (iii) inform Parent or Merger Sub of any payments, fees or penalties by any Governmental Entity in connection with any such filings, not make such payment until it has received Parent’s or Merger Sub’s consent thereto (which consent shall not be unreasonably withheld, conditioned or delayed) and (iv) promptly provide solely to the outside antitrust counsel of Parent and Merger Sub copies of all filings, notices and other documents (and a summary of any oral presentations) (subject to the redaction of competitively sensitive information at the discretion of Parent or Merger Sub and not including any documents submitted to the Federal Trade Commission and the Department of Justice in response to Item 4(c) or Item 4(d) of the notification and report form under the HSR Act) made or submitted by the Company with or to any Governmental Entity in connection with the Transactions, such filings, notices and other documents which shall not be disclosed by such outside counsel to Employees, officers or directors of Parent or Merger Sub unless express permission is obtained in advance from the Company or its counsel. Except where prohibited by Applicable Law or any Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement, Parent and Merger Sub shall: (i) cooperate with the Company, the Seller Agent and the Stockholders with respect to any filings with any Governmental Entity made by the Company, the Seller Agent and/or the Stockholders in connection with the Transactions, (ii) provide all information required by the Israeli Antitrust Commissioner Company and, if after the Closing, the Seller Agent a reasonable opportunity to review (and consider in good faith any comments of the Company and the Seller Agent in connection with) any documents before submitting such documents to any Governmental Entity in connection with such filings in a timely manner. the Transactions and (biii) The Purchaser shall, and shall cause its Affiliates to, (i) file within 14 days promptly provide solely to the outside antitrust counsel of the date hereof Company copies of all applications legally required filings, notices and other documents (and a summary of such Person any oral presentations) (subject to the redaction of competitively sensitive information at the discretion of the Company and not including any documents submitted to the Federal Trade Commission and the Department of Justice in response to Item 4(c) or Item 4(d) of the notification and report form under the HSR Act) made or submitted by Parent or Merger Sub with (y) the MoC or to any Governmental Entity in connection with obtaining the MoC ApprovalTransactions, such filings, notices and (z) any other governmental authority required by law 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition of such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken in connection with effectuation of the Bezeq Transaction documents which shall not be deemed a breach disclosed by Seller of this Section 6.3(e) such outside counsel to Employees, officers or grounds for any failure directors of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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, and permit the Seller to review Company unless express permission is obtained in advance any proposed written communication (including e-mail correspondence) to the MoC from Parent or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, not agree to participate in any substantive meeting Merger Sub 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated herebytheir counsel. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. During the Pre-Closing Period, each of the parties hereto shall use their Best Efforts to cause: (a) The Purchaser shalleach filing or notice required to be made or given (pursuant to any applicable Legal Requirement, and shall cause its Affiliates toOrder or Material Contract, and the Seller shall, (ior otherwise) file all applications legally required of by any such Person with the Israeli Antitrust Commissioner party in connection with obtaining the Antitrust Approval, within 14 days execution and delivery of any of the date hereof, and (ii) provide all information required by the Israeli Antitrust Commissioner Transaction Agreements or in connection with such filings in a timely manner. (b) The Purchaser shall, and shall cause its Affiliates to, (i) file within 14 days the consummation or performance 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 law 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as 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 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. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality of the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition of such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such Approval. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken in connection with effectuation of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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 herebyherein (including the Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Act required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, Form D pursuant to Regulation D under the Securities Act and each of the filings and notices identified in Part 4.05(i) of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) a response to be delivered as promptly as practicable to all inquiries received from the Federal Trade Commission and the Antitrust Division for additional information or documentation in connection with the filing made under the Xxxx-Xxxxx-Xxxxxx Act; (c) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Material Contract, or otherwise) by each such party in connection with the execution and delivery of any of the Transaction Agreements or in connection with the consummation or performance of any of the transactions contemplated herein (including each of the Consents identified in Part 4.05(i) of the Disclosure Schedule) as soon as possible after the date of this Agreement and to remain in full force and effect through the Closing Date; PROVIDED, HOWEVER, that no party shall be required to enter into any consent decrees or incur any material costs in order to obtain any Consent; (d) a copy of each filing made, each notice given and each Consent obtained by such party during the Pre-Closing Period to promptly be made available to the other parties; and (e) their respective Representatives to cooperate with the other parties and with such parties' respective Representatives, and permit the Seller to review prepare and make available such documents and take such other actions as such other parties may request in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable commentsgood faith, not agree to participate in any substantive meeting or discussion connection with or in the MoC or the Israeli Antitrust Commissioner in respect of any filing, investigation notice or inquiry concerning this Agreement Consent that such other parties are required or the transactions contemplated hereby unlesselect to make, to the extent reasonably practicable and lawful, it consults with the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all correspondence, filings and written communications between them on one hand and the MoC give or the Israeli Antitrust Commissioner or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. This provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated herebyobtain. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) The Purchaser shallEach party shall use reasonable best efforts to file, as soon as practicable after the Agreement Date, all notices, reports and other documents required to be filed by such party with any Governmental Entity with respect to the Share Purchase and other Transactions, and to submit promptly any additional information requested by any such Governmental Entity. The Company, Seller and Acquirer shall cause respond as promptly as practicable to any inquiries or requests received from any such Governmental Entity. Subject to the confidentiality provisions of the Confidentiality Agreement, Acquirer 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 Affiliates toobligations set forth in) this Section 6.1. Except where prohibited by Applicable Law or any Governmental Entity, and subject to the Seller confidentiality provisions of the Confidentiality Agreement, the Company shall, : (i) file all applications legally required of such Person cooperate with the Israeli Antitrust Commissioner Acquirer with respect to any filings with any Governmental Entity made by Acquirer in connection with obtaining the Antitrust ApprovalTransactions; (ii) permit Acquirer to review (and consider in good faith the views of Acquirer in connection with) any documents before submitting such documents to any Governmental Entity in connection with the Transactions; (iii) inform Acquirer of any payments, within 14 days fees or penalties by any Governmental Entity in connection with any such filings, and to the extent feasible, not make such payment until it has received Acquirer's consent thereto (which consent shall not be unreasonably withheld, conditioned or delayed); and (iv) promptly provide Acquirer with copies of all filings, notices and other documents (and a summary of any oral presentations) made or submitted by the Company with or to any Governmental Entity in connection with the Transactions. Except where prohibited by Applicable Law or any Governmental Entity, and subject to the confidentiality provisions of the date hereofConfidentiality Agreement, Acquirer shall: (i) cooperate with the Company and Seller with respect to any filings with any Governmental Entity made by the Company and/or Seller in connection with the Transactions; (ii) provide all information required by the Israeli Antitrust Commissioner Company a reasonable opportunity to review (and consider in good faith any comments of the Company in connection with) any documents before submitting such documents to any Governmental Entity in connection with such filings the Transactions; and (iii) promptly provide the Company and Seller with copies of all filings, notices and other documents (and a summary of any oral presentations) made or submitted by Acquirer with or to any Governmental Entity in a timely mannerconnection with the Transactions. (b) The Purchaser (1) Seller shall, on or prior to March 31, 2017, prepare and shall cause its Affiliates todeliver to Acquirer audited financial statements of the Company as of, and for the year ended, December 31, 2016 (with comparative presentation to the corresponding data as of, and for the year ended, December 31, 2015), (i) file within 14 days consisting of the date hereof all applications legally required a balance sheet, statement of income and statement of cash flows for such Person with (y) the MoC in connection with obtaining the MoC Approval, and (z) any other governmental authority required by law 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 the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possessionannual period, (ii) Purchaser shall prepare such filings prepared in fullaccordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (iii) Seller's sole responsibility (other than prepared in accordance in all material respects with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, books and records of the Company and (iv) that fairly present, in all material respects, the content consolidated financial position, results of such filings with operations and cash flows of the MoC (other than with respect to information concerning Company as at the Seller) shall remain the responsibility of Purchaser, date thereof and Purchaser shall retain liability for the contents thereof. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as possible, to make such filings and notifications and respond to any requests for additional information made period indicated therein. Such financial statements shall be accompanied by an authority in a timely, complete and correct manner, and to comply with all applicable law and all requirements applicable to it report of the 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. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely manner or that would reasonably be expected to materially delay, impede or prevent receipt of any necessary Regulatory Approvals. (d) Without limiting the generality independent auditor of the foregoing, while the Purchaser does not foresee the same, in order to facilitate the issuance of any Regulatory Approval: (i) The Purchaser shall take such actions including with respect to its assets (including without limitation the sale or other disposition of such assets or the transfer of certain of its operations and activities to subsidiaries), as and to the extent required to obtain such ApprovalCompany. (ii) The Purchaser shall not object to any condition or stipulation (regardless of whether such condition or stipulation is burdensome) from the MoC or the Israeli Antitrust Commissioner or other relevant regulatory authority stipulated as a condition to the MoC Approval or the Antitrust Approval or any other Regulatory Approval as the case may be. (iii) The Purchaser shall take any other action required to facilitate the issuance of any Regulatory Approval. (e) The Seller shall use reasonable efforts to assist and to cooperate with the Purchaser in obtaining the approvals required under Section 6.3(a) and (b) above and shall use reasonable efforts to cause the conditions to Closing set forth in Section 5 (to the extent that the approvals provided for in Section 5 are required by law to be obtained by the Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by the Seller taken in connection with effectuation of the Bezeq Transaction shall not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Purchaser to satisfy its obligations hereunder. (f) The Purchaser shall provide the Seller with all material correspondence (including e-mail 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. The Purchaser shall promptly notify the Seller of any material written communication (including e-mail correspondence) 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, and permit the Seller to review in advance any proposed written communication (including e-mail correspondence) to the MoC or the Israeli Antitrust Commissioner and incorporate the Seller’s reasonable comments, 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 the Seller in advance and, to the extent permitted, gives the Seller the opportunity to attend, and furnish the Seller with copies of all 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 provision shall apply to Seller, mutatis mutandis, in regard to the transaction contemplated hereby. (g) Without derogating from the foregoing, the Purchaser shall use its best efforts to cause the conditions to Closing set forth in Section 5.1 (Regulatory Approvals) to be satisfied and to comply with any and all of its obligations and covenants hereunder as promptly as practicable.