Common use of Filings and Consents Clause in Contracts

Filings and Consents. (a) Each Party shall use commercially reasonable efforts to file (and each of the Selling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies to file), as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such Party (and, with respect to the obligations of the Selling Shareholders, by the Acquired Companies) with any Governmental Body with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Purchaser shall (and, to the extent 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 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 confidentiality provisions of the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the other Parties prior to making any such filing and taking a position with respect to any such filing; (ii) 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 Governmental Body by or on behalf of any Party (or any Acquired Company) in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide the 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 oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) with or to any Governmental Body related solely to this Agreement or the transactions contemplated hereby. (c) Subject to Section 6.1(d), the Parties 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 not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of the 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) Each Party The Purchaser shall, and shall use commercially reasonable efforts to cause its Affiliates to, and the Seller shall, (i) file (and each all applications legally required of such Person with the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approval, within 14 days of the Selling Shareholders 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 use commercially reasonable efforts 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 cause effect the Acquired Companies to filetransaction contemplated hereby ((y) and (z), as soon as practicable after together with the date of this AgreementAntitrust Approval, collectively the "Regulatory Approvals”), and (ii) provide all notices, reports and information required by the MoC or other documents required Governmental Authority in connection with such filings in a timely manner. In the event the any such filings are to be filed made by such Party (andthe Seller, it shall do the same, except that with respect to the obligations of the Selling ShareholdersMoC Approval or other governmental approval as relevant, by the Acquired Companies(i) with any Governmental Body 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 Contemplated TransactionsMoC 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 submit promptly 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 additional information requested by of its controlling shareholders and its Affiliates not to, take any such Governmental Body. 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 (andincluding 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 applicable, each 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 Selling Shareholders 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 ensure 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 Acquired Companies shall), promptly (and, subject approvals provided for in Section 5 are required by law to compliance be obtained by the Parties with Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by 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”) Seller taken in connection with the Contemplated Transactions. The Parties shall (and each effectuation of the Selling Shareholders Bezeq Transaction shall ensure that not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Acquired Companies shall) respond as promptly as practicable Purchaser 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 Transactionssatisfy its obligations hereunder. (bf) Subject to The Purchaser shall provide 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 Seller with any information which may be required in order to effectuate any filings all material correspondence (including applicationse-mail correspondence) 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 confidentiality provisions of the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the other Parties prior to making any such filing and taking a position material relevant information with respect to Regulatory Approvals; provided that any trade secrets or other confidential information shall be redacted from such filing; updates and shall be provided to a third party trustee for safekeeping. The Purchaser shall promptly notify the Seller of any material written communication (iiincluding e-mail correspondence) permit made to or received by such party or its Affiliates from the MoC or the Israeli Antitrust Commissioner or any 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 regulatory body regarding any of the foregoing transactions contemplated hereby, and permit the Seller to review in advance any Governmental Body by proposed written communication (including e-mail correspondence) to the MoC or on behalf 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 Party (filing, investigation or any Acquired Company) in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide the 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 oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) with or to any Governmental Body related solely to 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. (cg) Subject to Section 6.1(d), Without derogating from the Parties 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 Agreementforegoing, the Purchaser shall not have any obligation under this Agreement: use its best efforts to cause the conditions to Closing set forth in Section 5.1 (iRegulatory Approvals) to divest or agree be satisfied and to divest (or cause comply with any and all of the 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 Transactionsits obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) Filings. Each Party party shall use commercially its reasonable best efforts to file (and each of the Selling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies to file), as soon as practicable after the date of this AgreementAgreement Date, all notices, reports and other documents required to be filed by such Party (and, party with any Governmental Entity with respect to the obligations of Share Issuance, the Selling Shareholders, by Secondary Share Purchase and the Acquired Companies) with any Governmental Body with respect to the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental BodyEntity. Without limiting the generality of the foregoing, Purchaser and the Purchaser shall (and, to the extent applicable, each of the Selling Shareholders shall ensure that the Acquired Companies Company shall), promptly (andafter the Agreement Date, subject prepare and file any notification or other document required to compliance by the Parties with the first sentence of Section 6.1(b), in be filed under any event within 21 days after) the date of this Agreement file the notifications required under applicable antitrust, competition antitrust or fair trade laws or regulations (collectively, the “Antitrust Laws”) competition-related Legal Requirement in connection with the Share Issuance, the Secondary Share Purchase and the other Contemplated TransactionsTransactions (it being understood and agreed that any filing with CCI will be made solely by Purchaser). The Parties Purchaser and the Company 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 the CCI, any attorney general, foreign antitrust or competition authority or other Governmental Body Entity in connection with antitrust or other regulatory matters. At the request of Purchaser, the Company shall divest, sell, dispose of, hold separate or 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 promptly inform the other Parties of any communication to or from any Government Body, in each case regarding the Contemplated Transactions. (b) Secondary Share Purchase. Subject to the confidentiality provisions of the Confidentiality Agreement, each Party Purchaser and the Company 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 effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) ) this Section 6.1 (a5.1(a). Except where prohibited by applicable Legal Requirements or any Governmental BodyEntity, and subject to the confidentiality provisions of the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): : (i) consult with the other Parties prior to making Company shall: (A) not take any such filing and taking a position with respect to any such filingfiling (including any application) or submission made pursuant to this Section 5.1(a) without Purchaser’s prior written consent; (iiB) permit the other Purchaser to review and discuss in advance, and consider in good faith the views of the other Parties Purchaser 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 Body by or on behalf of any Party (or any Acquired Company) Entity in connection with any Legal Proceeding related solely to the Transactional Agreements and this Agreement or any of the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Lawantitrust, competition or fair trade Legal Requirement); (iiiC) coordinate with the other Parties Purchaser in preparing and exchanging such information; and (ivD) promptly provide the other Parties Purchaser (and their its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) Company with or to any Governmental Body Entity related solely to this Agreement or the transactions contemplated hereby. (c) Subject to Section 6.1(d), the Parties shall (and each any 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 practicableContemplated Transactions; and (ii) resolve any objections which may be asserted Purchaser shall, if requested by any the Company, consult with the Company (A) prior to taking a position before a Governmental Body Entity with respect to the Contemplated Transactions under the Antitrust Laws; any filing or submission required pursuant to this Section 5.1(a) 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 CompanyB) 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 or 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 not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of the 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 Transactionsantitrust, competition or fair trade Legal Requirement).

Filings and Consents. (a) Each Party shall use commercially reasonable efforts to file Filings. Parent (and each its Affiliates, if applicable), on the one hand, and the Company (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 with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the Selling Shareholders 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 of this Agreement (such filings shall use commercially reasonable efforts specifically request early termination of the waiting period); and (ii) promptly file comparable pre-merger notification filings, forms and submissions with any Governmental Body that are required by the 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 cause the Acquired Companies to file), be made as soon as reasonably practicable after following the date of this Agreement, all notices, reports ). Each of Parent and other documents required the Company will (A) cooperate and coordinate (and cause its respective Affiliates to be filed by such Party (and, with respect to the obligations of the Selling Shareholders, by the Acquired Companiescooperate and coordinate) with any Governmental Body with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Purchaser shall (and, to the extent 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 in the making of any communication to or from any Government Body, in each case regarding the Contemplated Transactions. such filings; (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 shallB) promptly supply the other Parties (or cause the other to be supplied) with any information which or documents that may be required in order to effectuate make such filings; provided, that insofar as 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 such information or any Governmental Bodydocuments are competitively sensitive, and subject such information or documents may be provided directly to the confidentiality provisions 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 the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the any other Parties prior to making applicable jurisdiction in which any such filing and taking a position with respect to any such filing; (ii) 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 Governmental Body by or on behalf of any Party (or any Acquired Company) in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such informationis made; and (iv) promptly provide the 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 oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) with or to any Governmental Body related solely to this Agreement or the transactions contemplated hereby. (c) Subject to Section 6.1(d), the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall) use commercially reasonable efforts to: (iD) take all other actions action necessary to (1) cause the expiration or termination of the applicable waiting periods under pursuant to the Antitrust Laws 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 copy of such communication), (ii) resolve use its reasonable best efforts to respond as promptly as practicable to any objections which may be asserted by request from any Governmental Body for information, documents or other materials in connection with the review of the HSR Act filings or the transactions contemplated hereby, (iii) provide to the other party, and permit the other party to review and comment in advance of submission, all proposed material correspondence and written communications to any Governmental Body with respect to the Contemplated Transactions under the Antitrust Laws; transactions contemplated hereby and (iiiiv) takenot participate in any substantive meeting or discussion with any Governmental Body in respect of investigation or inquiry concerning the transactions contemplated hereby without 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 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 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(dmade), if as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. Parent shall pay all filing fees under the HSR Act and any Governmental Body, including any competition authority, shall impose amendments other antitrust laws applicable to the Contemplated Transactions or commitments to be undertaken transactions contemplated 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 not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of the 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) Each Party Except 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 ICL and the Buyer, on the other hand, shall use its commercially reasonable efforts to file 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 (and each 15) calendar days following the later of (i) delivery of the Selling Shareholders 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 cause obtain any clearance required under the HSR Act and any applicable Competition/Investment Law for the purchase and sale of the Acquired Companies Assets. Notwithstanding the foregoing and subject to fileSections 7.3(b) and (c), as soon as practicable after nothing contained in this Agreement will require or obligate ICL, the date Buyer or their respective Affiliates (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Governmental Authority (including the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on their right to (A) effectively to control or operate the Business, (B) acquire or hold the Business, or (C) exercise full rights of this Agreement, ownership of the Business or all notices, reports and other documents or any material portion of the Acquired Assets; or (iii) to agree or otherwise be required to be filed by such Party sell or otherwise dispose of, hold separate (andthrough the establishment of a trust or otherwise), with respect to the obligations or divest itself of all or any portion of the Selling Shareholdersbusiness, by assets or operations of ICL, the Acquired Companies) with Buyer, any Governmental Body with respect to of their respective Affiliates or the Contemplated TransactionsBusiness. Each Owner and the Seller agrees that no representation, and to submit promptly any additional information requested by any such Governmental Body. Without limiting warranty or covenant of ICL or the generality Buyer in this Agreement shall be breached or deemed breached as a result of the foregoingfailure by ICL, the Purchaser shall (and, Buyer or any of their respective Affiliates to the extent applicable, each take any of the Selling Shareholders shall ensure that actions specified in 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 Transactionspreceding sentence. (b) Subject The Buyer agrees that its commercially reasonable efforts include taking any and all steps necessary to avoid or eliminate each and every impediment under any Competition/Investment Law that is asserted by any Governmental Authority not a United States Governmental Authority with respect to the confidentiality provisions transfer of the Confidentiality Agreement, each Party shall (and each Acquired Assets so as to enable the transfer of the Selling Shareholders shall ensure 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 Acquired Companies shallfreedom of action with respect to, or its ability to retain, any businesses, product lines or assets) promptly supply the other Parties with any information which as may be required in order to effectuate avoid the entry of, or to effect the dissolution of, any filings (including applications) pursuant to (and to injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise comply with its obligations set forth in) Section 6.1 (a). Except where prohibited by applicable Legal Requirements have the effect of preventing or any Governmental Body, and subject to delaying the confidentiality provisions consummation of the Confidentiality Agreement, each transfer of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the other Parties prior to making any such filing and taking a position with respect to any such filing; (ii) 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 Governmental Body by or on behalf of any Party (or any Acquired Company) in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide the 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 oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) with or to any Governmental Body related solely to this Agreement or the transactions contemplated herebyAssets. (c) Subject to Section 6.1(d), the Parties shall (and each Each of the Selling Shareholders shall ensure Buyer and the Seller agrees that it will, if necessary to enable the Acquired Companies shall) Seller and the Buyer to consummate the transactions contemplated by this Agreement, use commercially reasonable efforts to: (i) take all other to defend against any suits, actions necessary or proceedings by any U.S. Governmental Authority seeking a temporary restraining order or preliminary injunction to cause the expiration or termination prevent consummation of the applicable waiting periods under transactions contemplated by this Agreement; provided that neither the Antitrust Laws as soon as practicable; (ii) resolve any objections which may Buyer nor the Seller shall be asserted obligated to -------- continue such efforts, either 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, pursuing an appeal or otherwise) by such Party (or, in the case if a preliminary injunction preventing consummation 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)transaction is entered. (d) Notwithstanding anything to the contrary contained in Section 6.1(c) or elsewhere in this Agreement, the Purchaser shall not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of the 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) Each Party party shall use commercially reasonable best efforts to file (and each of the Selling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies to file), as soon as practicable after the date of this Agreementhereof, all notices, reports and other documents required to be filed by such Party (and, party with any Governmental Authority with respect to the obligations of the Selling Shareholders, transactions contemplated by the Acquired Companies) with any Governmental Body with respect to the Contemplated Transactionsthis Agreement, and to submit promptly any additional information requested by any such Governmental BodyAuthority. Without limiting the generality of the foregoing, the Purchaser shall (and, to the extent applicable, each of the Selling Shareholders shall ensure that the Acquired Companies party 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) after the date of this Agreement hereof, prepare and file the any notifications required under any applicable antitrust, antitrust or competition or fair trade laws or regulations (collectively, the “Antitrust Laws”) in connection with the Contemplated Transactionsthis Agreement. The Parties Each party 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 state attorney general, antitrust authority or other Governmental Body and promptly inform the other Parties of any communication to Authority in connection with antitrust or from any Government Body, in each case regarding the Contemplated Transactions. (b) related matters. Subject to the confidentiality provisions of the Confidentiality Agreementset forth in Section 11.12, each Party Purchaser and Seller shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall) promptly supply the other Parties with any information which 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 6.1 (a5.2(a). Except where prohibited by applicable Legal Requirements of Law or any Governmental BodyAuthority, and subject to the confidentiality provisions of the Confidentiality Agreementset forth in Section 11.12, each of the Parties Seller and Purchaser shall (and 1) cooperate with each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the other Parties prior to making any such filing and taking a position with respect to any such filing; (ii) 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 Governmental Body by or on behalf of any Party (or any Acquired Company) filings made in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; this Agreement and (iv2) promptly provide the other Parties (and their counsel) party with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) publicly available documents made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) it with or to any Governmental Body related solely to Authority in connection with this Agreement or promptly upon the transactions contemplated herebyother party’s request. (cb) Subject Purchaser and Seller shall use their respective reasonable best efforts to Section 6.1(d), the Parties 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 make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the generality of the foregoing, each Consent party to this Agreement: (1) shall make all filings (if any) and give all notices (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) made and given by such Party (or, in the case of the obligations of the Selling Shareholders, by any Acquired Company) party 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 transactions contemplated 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 Bodythis Agreement; and (ii2) conditioned upon shall use reasonable best efforts to obtain the Closing (it being understood that no action taken pursuant to this sentence shall cause the Purchase Price to be reduced)Requisite Regulatory Approvals. (dc) Notwithstanding anything to the contrary contained in Section 6.1(c5.2(b) or elsewhere in this Agreement, in connection with its efforts to obtain the Requisite Regulatory Approvals, Purchaser shall not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of the Acquired Companies or any of Purchaser’s Affiliates Agreement to divest or agree to divest) , or cause any of the its Affiliates to divest, any of their respective businesses, product lines or assets of the Purchaser, any of the Affiliates of the Purchaser or any of the Acquired Companiesassets, or to take or agree to take (or cause any of the Acquired Companies or any of Purchaser’s its Affiliates to take or agree to take) any other action with respect to, or to agree (or cause any of the Acquired Companies or any of Purchaser’s its Affiliates to agree) to to, any limitation or restriction on any of the their 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 Transactionsassets.

Filings and Consents. (a) Filings. Each Party of the Company, Parent and Merger Sub shall use commercially reasonable efforts to file (and each of the Selling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies to file), as soon as practicable after the date of this AgreementAgreement Date, all notices, reports and other documents required to be filed by such Party (and, party with any Governmental Entity with respect to the obligations of the Selling Shareholders, by the Acquired Companies) with any Governmental Body with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Purchaser shall (and, to the extent 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 TransactionsEntity. The Parties Company, Parent and Merger Sub 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 state attorney general, antitrust authority or other Governmental Body and promptly inform the other Parties of any communication to Entity in connection with antitrust or from any Government Body, in each case regarding the Contemplated Transactions. (b) related -57- matters. Subject to the confidentiality provisions of the Confidentiality Agreement, Parent, Merger Sub and the Company 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 effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) ) this Section 6.1 (a5.1(a). Except where prohibited by applicable Legal Requirements Applicable Law or any Governmental BodyEntity, and subject to the confidentiality provisions of the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies Company shall): : (i) consult cooperate with the other Parties prior to making any such filing and taking a position Parent or Merger Sub with respect to any such filing; filings with any Governmental Entity made by Parent or Merger Sub in connection with the Transactions, (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 notification and report form under the HSR Act, permit the other Parent or Merger Sub to review and discuss in advance, (and consider in good faith the views of the other Parties Parent or Merger Sub in connection with, with such review) any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals documents before making or submitting any of the foregoing such documents to any Governmental Body by Entity in connection with the Transactions, (iii) inform Parent or on behalf Merger Sub of any Party (payments, fees or penalties by any Acquired Company) Governmental Entity in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions such filings, not make such payment until it has received Parent’s or Merger Sub’s consent thereto (including any such Legal Proceeding relating to any Antitrust Law); (iiiwhich consent shall not be unreasonably withheld, conditioned or delayed) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide solely to the other Parties (outside antitrust counsel of Parent and their counsel) with Merger Sub copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals notices and other submissions 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 such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) Company with or to any Governmental Body related solely Entity in connection with the Transactions, such filings, notices and other documents which shall not be disclosed by such outside counsel to this Agreement Employees, officers or directors of Parent or Merger Sub unless express permission is obtained in advance from the transactions contemplated hereby. (c) Subject Company or its counsel. Except where prohibited by Applicable Law or any Governmental Entity, and subject to Section 6.1(d), the Parties shall (and each confidentiality provisions of the Selling Shareholders shall ensure that the Acquired Companies Confidentiality Agreement, Parent and Merger Sub shall) use commercially reasonable efforts to: (i) take all other actions necessary cooperate with the Company, the Seller Agent and the Stockholders with respect to cause any filings with any Governmental Entity made by the expiration or termination of Company, the applicable waiting periods under Seller Agent and/or the Antitrust Laws as soon as practicable; Stockholders in connection with the Transactions, (ii) resolve provide the Company and, if after the Closing, the Seller Agent a reasonable opportunity to review (and consider in good faith any objections which may be asserted by comments of the Company and the Seller Agent in connection with) any documents before submitting such documents to any Governmental Body Entity in connection with respect to the Contemplated Transactions under the Antitrust Laws; and (iii) takepromptly provide solely to the outside antitrust counsel of the Company 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 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 cause to be taken, all actions necessary to obtain each Consent (if anyItem 4(d) required to be obtained (pursuant of the notification and report form under the HSR Act) made or submitted by Parent or Merger Sub with or 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) Governmental Entity in connection with any the Transactions, such filings, notices and other documents which shall not be disclosed by such outside counsel to Employees, officers or directors 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 Company unless express permission is obtained in advance from Parent 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 Merger Sub or 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)counsel. (d) Notwithstanding anything to the contrary contained in Section 6.1(c) or elsewhere in this Agreement, the Purchaser shall not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of the 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) Each Party party shall use commercially reasonable best efforts to file (and each of the Selling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies to file), as soon as practicable after the date of this AgreementAgreement Date, all notices, reports and other documents required to be filed by such Party (and, party with any Governmental Entity with respect to the obligations of the Selling Shareholders, by the Acquired Companies) with any Governmental Body with respect to the Contemplated Share Purchase and other Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Purchaser shall (and, to the extent 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 TransactionsEntity. The Parties Company, Seller and Acquirer 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 such 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) Entity. Subject to the confidentiality provisions of the Confidentiality Agreement, Acquirer and the Company 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 effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) ) this Section 6.1 (a)6.1. Except where prohibited by applicable Legal Requirements Applicable Law or any Governmental BodyEntity, and subject to the confidentiality provisions of the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies Company shall): : (i) consult cooperate with the other Parties prior to making any such filing and taking a position Acquirer with respect to any such filingfilings with any Governmental Entity made by Acquirer in connection with the Transactions; (ii) permit the other Acquirer to review and discuss in advance, (and consider in good faith the views of the other Parties Acquirer in connection with, ) any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals documents before making or submitting any of the foregoing such documents to any Governmental Body by or on behalf Entity in connection with the Transactions; (iii) inform Acquirer of any Party (payments, fees or penalties by any Acquired Company) Governmental Entity in connection with any Legal Proceeding related solely such filings, and to the Transactional Agreements and the Contemplated Transactions extent feasible, not make such payment until it has received Acquirer's consent thereto (including any such Legal Proceeding relating to any Antitrust Lawwhich consent shall not be unreasonably withheld, conditioned or delayed); (iii) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide the other Parties (and their counsel) Acquirer with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals notices and other submissions documents (and a summary of any oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) Company with or to any Governmental Body related solely Entity in connection with the Transactions. Except where prohibited by Applicable Law or any Governmental Entity, and subject to this Agreement or the transactions contemplated hereby. (c) Subject to Section 6.1(d), the Parties shall (and each confidentiality provisions of the Selling Shareholders shall ensure that the Acquired Companies Confidentiality Agreement, Acquirer shall) use commercially reasonable efforts to: (i) take all other actions necessary cooperate with the Company and Seller with respect to cause any filings with any Governmental Entity made by the expiration or termination of Company and/or Seller in connection with the applicable waiting periods under the Antitrust Laws as soon as practicableTransactions; (ii) resolve provide the Company a reasonable opportunity to review (and consider in good faith any objections which may be asserted by comments of the Company in connection with) any documents before submitting such documents to any Governmental Body Entity in connection with respect to the Contemplated Transactions under the Antitrust LawsTransactions; and (iii) takepromptly provide the Company and Seller with copies of all filings, notices and other documents (and a summary of any oral presentations) made or cause to be taken, all actions necessary to obtain each Consent (if any) required to be obtained (pursuant submitted by Acquirer with or 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) Governmental Entity in connection with any the Transactions. (b) (1) Seller shall, on or prior to March 31, 2017, prepare and deliver to Acquirer audited financial statements of the Contemplated Transactions Company as of, and for the year ended, December 31, 2016 (with comparative presentation to make effective the Contemplated Transactions. Subject to Section 6.1(dcorresponding data as of, and for the year ended, December 31, 2015), 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; consisting of a balance sheet, statement of income and statement of cash flows for such annual period, (ii) conditioned upon prepared in accordance with GAAP applied on a consistent basis throughout the Closing periods indicated (it being understood except as may be indicated in the notes thereto), (iii) prepared in accordance in all material respects with the books and records of the Company and (iv) that no action taken pursuant to this sentence shall cause the Purchase Price to be reduced). (d) Notwithstanding anything to the contrary contained fairly present, in Section 6.1(c) or elsewhere in this Agreementall material respects, the Purchaser shall not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any consolidated financial position, results of operations and cash flows of the Acquired Companies or any of Purchaser’s Affiliates to divest or agree to divest) any Company as at the date thereof and for the period indicated therein. Such financial statements shall be accompanied by a report of the respective businesses, product lines or assets independent auditor 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 TransactionsCompany.

Filings and Consents. (a) Each Party The Purchaser shall, and shall use commercially reasonable efforts to cause its Affiliates to, and the Seller shall, (i) file (and each all applications legally required of such Person with the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approval, within 14 days of the Selling Shareholders 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 use commercially reasonable efforts 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 cause effect the Acquired Companies to filetransaction contemplated hereby ((y) and (z), as soon as practicable after together with the date of this AgreementAntitrust Approval, collectively the "Regulatory Approvals"), and (ii) provide all notices, reports and information required by the MoC or other documents required Governmental Authority in connection with such filings in a timely manner. In the event the any such filings are to be filed made by such Party (andthe Seller, it shall do the same, except that with respect to the obligations of the Selling ShareholdersMoC Approval or other governmental approval as relevant, by the Acquired Companies(i) with any Governmental Body 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 Contemplated TransactionsMoC 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 submit promptly 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 additional information requested by of its controlling shareholders and its Affiliates not to, take any such Governmental Body. 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 (andincluding 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 applicable, each 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 Selling Shareholders 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 ensure 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 Acquired Companies shall), promptly (and, subject approvals provided for in Section 5 are required by law to compliance be obtained by the Parties with Seller) to be satisfied as promptly as practicable, it being understood that any action or omission to act by 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”) Seller taken in connection with the Contemplated Transactions. The Parties shall (and each effectuation of the Selling Shareholders Bezeq Transaction shall ensure that not be deemed a breach by Seller of this Section 6.3(e) or grounds for any failure of the Acquired Companies shall) respond as promptly as practicable Purchaser 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 Transactionssatisfy its obligations hereunder. (bf) Subject to The Purchaser shall provide 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 Seller with any information which may be required in order to effectuate any filings all material correspondence (including applicationse-mail correspondence) 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 confidentiality provisions of the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the other Parties prior to making any such filing and taking a position material relevant information with respect to Regulatory Approvals; provided that any trade secrets or other confidential information shall be redacted from such filing; updates and shall be provided to a third party trustee for safekeeping. The Purchaser shall promptly notify the Seller of any material written communication (iiincluding e-mail correspondence) permit made to or received by such party or its Affiliates from the MoC or the Israeli Antitrust Commissioner or any 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 regulatory body regarding any of the foregoing transactions contemplated hereby, and permit the Seller to review in advance any Governmental Body by proposed written communication (including e-mail correspondence) to the MoC or on behalf 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 Party (filing, investigation or any Acquired Company) in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide the 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 oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) with or to any Governmental Body related solely to 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. (cg) Subject to Section 6.1(d), Without derogating from the Parties 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 Agreementforegoing, the Purchaser shall not have any obligation under this Agreement: use its best efforts to cause the conditions to Closing set forth in Section 5.1 (iRegulatory Approvals) to divest or agree be satisfied and to divest (or cause comply with any and all of the 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 Transactionsits obligations and covenants hereunder as promptly as practicable.

Filings and Consents. (a) Each Party party shall use commercially reasonable efforts to file efforts: (and each of the Selling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies i) to file), as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such Party (and, with respect to the obligations of the Selling Shareholders, by the Acquired Companies) party with any Governmental Body with respect to the Contemplated Transactions, together with a request for early termination of the applicable waiting period; and (ii) to submit promptly give all notices required to be given by such party and use commercially reasonable efforts to obtain each Consent required to be obtained by such party, in each case in connection with the Transactions, including: (A) the Consents required under the Seller Contracts identified in Part 2.13 of the Disclosure Schedule; and (B) the consent of each party to a Shared Seller Contract to the assignment to Purchasers of the rights under such Shared Seller Contract that relate the Business or any additional information requested by any such Governmental Bodyof the Business Offerings. Without limiting the generality of the foregoing, the Seller, Purchaser shall (and, to the extent applicable, each of the Selling Shareholders shall ensure that the Acquired Companies and Parent 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) after the date of this Agreement Agreement, prepare and file the notifications required under applicable antitrustthe HSR Act and under any other Legal Requirement that is designed to prohibit, competition restrict or fair regulate actions having the purpose or effect of monopolization or restraint of trade laws or regulations (collectively, the “Antitrust Laws”) in connection with the Contemplated Transactions. The Parties Seller, Purchaser and Parent shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall) use commercially reasonable efforts to respond as promptly as practicable to to: (i) any inquiries or requests (including any “second request”) received from the Federal 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 and promptly inform the other Parties of any communication to in connection with antitrust or from any Government Body, in each case regarding the Contemplated Transactionsrelated matters. (b) Subject to the confidentiality provisions of the Confidentiality Agreementcompliance with applicable Legal Requirements, each Party Parent and Purchaser shall (use commercially reasonable efforts to provide to Seller, and each of the Selling Shareholders Seller shall ensure that the Acquired Companies shall) use commercially reasonable efforts to provide to Parent and Purchaser, as promptly supply the other Parties with as practicable any information which may be that is required in order to effectuate any filings (including applications) or applications by Purchaser, Parent or Seller, as the case may be, pursuant to (and to otherwise comply with its obligations set forth in) Section 6.1 (a4.3(a). Except where prohibited by applicable Legal Requirements or any Governmental Body, and subject to the confidentiality provisions of the Confidentiality AgreementRequirements, each of the Parties Seller, Parent and Purchaser shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the other Parties prior to making any such filing and taking a position with respect to any such filing; (ii) 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 Governmental Body by or on behalf of any Party (or any Acquired Company) in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide the 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 oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) with or to any Governmental Body related solely to this Agreement or the transactions contemplated hereby. (c) Subject to Section 6.1(d), the Parties 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 consult with and consider the expiration or termination views of the applicable waiting periods other party regarding material positions being taken in material filings to be made under the Antitrust Laws as soon as practicablein connection with the Transactions; (ii) resolve any objections which may be asserted provide the other (and its counsel) as promptly as practicable with copies of all material filings and material written submissions made by such party with 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) antitrust law 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 such filings and submissions may be redacted by a party prior to this sentence shall cause providing a copy thereof to the Purchase Price other party to remove information that such party believes in good faith to be reducedconfidential, proprietary or competitively sensitive). (d) Notwithstanding anything to the contrary contained in Section 6.1(c) or elsewhere in this Agreement, the Purchaser shall not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of the 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) Each Party shall use commercially reasonable efforts to file (of Parent and each of the Selling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies to file), as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such Party (and, with respect to the obligations of the Selling Shareholders, by the Acquired Companies) with any Governmental Body with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Purchaser shall (and, to the extent 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 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 confidentiality provisions of the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the other Parties prior to making any such filing and taking a position with respect to any such filing; (ii) 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 Governmental Body by or on behalf of any Party (or any Acquired Company) in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide the other Parties Merger Sub (and their counsel) with copies of all respective affiliates, if applicable), on the one hand, and the Company, on the other hand, shall make merger notification filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions at such times as are consistent with its legal counsel’s judgment (and a summary of any oral presentations) made or submitted by such Party (orbut in no event, in the case of clause (x) hereof, later than twenty (20) Business Days following the obligations execution and delivery of this Agreement) with (x) the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the Selling Shareholders, submitted by any Acquired CompanyUnited States Department of Justice (the “DOJ”) with or to any Governmental Body related solely relating to this Agreement or and the transactions contemplated hereby. hereby as required by the HSR Act, and (cy) Subject to Section 6.1(d), the Parties shall (and each of the Selling Shareholders shall ensure any foreign Governmental Authority that the Acquired Companies shall) use commercially reasonable efforts to: parties reasonably determine are necessary to be made under any other Antitrust Laws. Each of Parent and the Company shall (i) take cooperate and coordinate with the 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 the Transactions, (ii) supply the other or its outside counsel with any information that may be required or requested by any Governmental Authority in connection with such filings or submissions, and (iii) use all other actions necessary reasonable efforts to cause the expiration or termination of the applicable waiting periods under the Antitrust any applicable Laws or Orders as soon as reasonably practicable; (ii) . 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 objections which 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 may be asserted by the FTC, the DOJ or any other Governmental Body Authority with respect to the Contemplated Transactions under so as to enable consummation of the Antitrust Laws; Transactions in the most expeditious manner practicable, Parent, the Company and their respective Subsidiaries shall promptly (iiiand in any event on or before six (6) take, or cause to be taken, all actions necessary to obtain each Consent (if anymonths from the date of this Agreement) required to be obtained (pursuant agree to any applicable Legal Requirement sale, divestiture, license or Contractother disposition of any business, product line or otherwise) by such Party (orasset of the Company that is not, taken as a whole or individually, in the case 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 obligations ability of the Selling Shareholders, by any Acquired Company) in connection with any of the Contemplated Transactions and them 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 own or commitments to be undertaken by any Party as a condition to release exercise control 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 non-material business, product lines line or assets asset of any Acquired Company, provided that the Company (any such action is: 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 (i) determined by and in any event on or before the Purchaser in good faith to facilitate compliance Expiration Date, consistent 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 reducedSection 7.02(b). (d) ). Notwithstanding anything to the contrary contained in Section 6.1(c) or elsewhere herein, nothing in this Agreement, the Purchaser Agreement shall not have any obligation under this Agreement: require (i) to divest or agree to divest Parent and/or Merger Sub (or cause their affiliates, if applicable) to sell, divest, license, dispose of, hold separate, restrict or otherwise limit any of the Acquired Companies or any of Purchaser’s Affiliates to divest or agree to divest) any of the respective their own 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) Parent, Merger Sub or the Company to contest sell, divest, license, dispose of, hold separate, restrict or otherwise limit any Legal Proceeding relating business, product line or asset of the Company which is, taken as a whole or individually, in the Parent’s reasonable judgment, material to the Company’s business. (b) Each of Parent and Merger Sub (and their respective affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the Contemplated Transactions in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the Transactions, 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 unless prohibited by applicable Law or by the applicable Governmental Authority, 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 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 the 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 requests or objections made by any Governmental Authority, and (iv) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to this Agreement or the Transactions. Any such disclosures or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information.

Filings and Consents. (a) Each Party 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 use its commercially reasonable efforts to file (and each of the Selling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies to file), as soon as practicable after the date of this Agreement, obtain all notices, reports and other documents Consents required to be filed obtained by such Party party (and, 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 obligations of the Selling Shareholders, by the Acquired Companies) with any Governmental Body with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Purchaser shall (and, to the extent applicable, each of the Selling Shareholders shall ensure that the Acquired Companies shallmatters described on Schedule 5.4(a), 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 in order to consummate the Contemplated TransactionsTransactions 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 other party may reasonably request, in connection with any filing, notice or Consent that either party is required or elects to make, give or obtain. (b) Subject If the Consent of the 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 confidentiality provisions Purchaser, promptly after requested to do so, one-half of all amounts payable by the Purchaser to the Person identified in Schedule 5.4(b) for a new license from such Person of the Confidentiality Agreement, each Party shall same Intellectual Property and Intellectual Property Rights covered by the Seller’s license identified in Schedule 5.4(b) (it being understood that if the new license includes terms or conditions that provide materially broader rights to the Purchaser than the current terms and each of conditions (other than the Selling Shareholders shall ensure that right to sublicense to the Acquired Companies shall) promptly supply the other Parties with any information which may be required Seller in order to effectuate any filings (including applicationspermit 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 such materially broader rights (and but including the cost attributable to otherwise comply with the sublicense to the Seller in order to permit the Seller to perform its obligations set forth inunder the Transition Services Agreement) Section 6.1 (a). Except where prohibited by applicable Legal Requirements or any Governmental Body, and subject to the confidentiality provisions of the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the other Parties prior to making any such filing and taking a position with respect to any such filing; (ii) 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 Governmental Body by or on behalf of any Party (or any Acquired Company) in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide the 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 oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) with or to any Governmental Body related solely to this Agreement or the transactions contemplated hereby. (c) Subject to Section 6.1(d), the Parties The Seller shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall) use its commercially reasonable efforts to: (i) take all other actions necessary to cause obtain, prior to the expiration or termination Closing, a renewal of the applicable waiting periods under the Antitrust Laws Seller Contract identified on Schedule 5.4(c), as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Body with respect it relates to the Contemplated Transactions under Intellectual Property and Intellectual Property Rights that 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) Seller is currently using in connection with any the performance of services under the Contemplated Transactions Seller Contracts, through January 31, 2004. If such renewal is not obtained prior to (and in full force as of) the Closing, then the Seller shall pay 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 promptly after requested to divestdo so, 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 all amounts payable by the Purchaser to the Person identified in good faith to facilitate compliance with any Legal Requirement or any request by any Governmental Body; Schedule 5.4(c) for a new license from such Person of such Intellectual Property and (ii) conditioned upon the Closing Intellectual Property Rights (it being understood that no action taken if the new license includes terms or conditions that provide materially broader rights to the Purchaser than the terms and conditions of the Seller Contract identified on Schedule 5.4(c) (other than the right to sublicense 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 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 sentence clause shall cause be the Purchase Price cost of the new license, disregarding the increase in cost attributable to be reducedsuch materially broader rights (but including the cost attributable to the sublicense to the Seller in order to permit the Seller to perform its obligations under the Transition Services Agreement)). (d) Notwithstanding anything to the contrary contained in Section 6.1(c) or elsewhere in this Agreement, the Purchaser shall not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of the 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) Each Party shall use commercially reasonable efforts Subject to file (the terms and conditions of this Agreement, including Section 6.17, each of the Selling Shareholders Buyer and Parent shall, and Parent shall use commercially reasonable efforts to cause the Acquired Companies Sellers to, and the Buyer shall use its commercially reasonable efforts to file)cause its applicable Affiliates to, cooperate with each other and use their reasonable best efforts to take or cause to be taken all actions, and do or cause to be done, and reasonably assist and cooperate with the 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 the transactions contemplated by the PRN PSA, and, subject to the conditions set forth in Section 7.1, Section 7.2 and Section 7.3, to consummate the transactions contemplated hereby as soon as practicable after the date of this Agreement, all notices, reports and other documents (provided that no Party shall be required to be filed by such Party (and, with respect to the obligations of the Selling Shareholders, by the Acquired Companies) with any Governmental Body with respect to the Contemplated Transactions, and to submit promptly any additional information requested by waive any such Governmental Body. conditions). (b) Without limiting the generality of the foregoing, the Purchaser shall foregoing clause (and, to the extent applicablea), each of the Selling Shareholders Buyer and Parent shall, and Parent shall ensure that use commercially reasonable efforts to cause the Acquired Companies shall)Sellers to, and the Buyer shall use its commercially reasonable efforts to cause its applicable Affiliates to, promptly (andapply for, subject and take all reasonably necessary actions to compliance obtain or make, as applicable, all Orders and Filings with, any Governmental Entity required to be obtained or made by it for the Parties consummation of the transactions contemplated hereby as promptly as practicable. Each of the Buyer and Parent shall, and shall cause their respective Affiliates to, cooperate with and promptly furnish information to the first sentence of Section 6.1(b), other Party and to UBM necessary in connection with any event within 21 days after) the date of this Agreement file the notifications required under applicable antitrust, competition requirements imposed upon such other Party or fair trade laws or regulations (collectively, the “Antitrust Laws”) UBM in connection with the Contemplated Transactions. The Parties shall (and each consummation of the Selling Shareholders transactions contemplated hereby or by the PRN PSA. Each Party shall ensure that the Acquired Companies shall) respond furnish to each other’s counsel and to UBM’s counsel such necessary information and reasonable assistance as promptly as practicable to any inquiries or requests received from any Governmental Body and promptly inform the other Parties of any communication to Party or from any Government BodyUBM, in each case regarding the Contemplated Transactions. (b) Subject to the confidentiality provisions of the Confidentiality Agreementas applicable, 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 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 confidentiality provisions of the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the other Parties prior to making any such filing and taking a position with respect to any such filing; (ii) 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 Governmental Body by or on behalf of any Party (or any Acquired Company) request in connection with its preparation of any Legal Proceeding related solely Filing or submission that is necessary under or provided voluntarily pursuant to the Transactional Agreements HSR Act and the Contemplated Transactions (including any such Legal Proceeding relating to any Other Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide the 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 oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) with or to any Governmental Body related solely to this Agreement or the transactions contemplated herebyLaws. (c) Subject to Section 6.1(d)Each of the Buyer and Parent shall, and cause their respective Affiliates to, keep the other and UBM apprised of the status of any communications with, and any inquiries or requests for additional information from, the Parties shall United States Federal Trade Commission (the “FTC”) and each the United States Department of Justice (the Selling Shareholders shall ensure that the Acquired Companies shall“DOJ”) use commercially reasonable efforts to: (i) take all and 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) Entities in connection with any of the Contemplated Transactions transactions contemplated by this Agreement 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 comply promptly 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 inquiry 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)request. (d) Notwithstanding anything to During the contrary contained in Section 6.1(c) or elsewhere in this Agreement, period from the Purchaser shall not have any obligation under this Agreementdate hereof and continuing until the earlier of: (i) to divest or agree to divest (or cause any the termination of the 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 this Agreement and (ii) to contest any Legal Proceeding relating to any the consummation of the Contemplated TransactionsClosing, 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 prevent or delay any filings or approvals required under any applicable antitrust laws or the consummation of the transactions contemplated hereby or result in the failure to satisfy any condition to consummation of the transactions contemplated hereby or by the PRN PSA.

Filings and Consents. 8.6.1 As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) Each Party 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 (b) shall use all commercially reasonable efforts to file (and each of the Selling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies to file), as soon as practicable after the date of this Agreement, obtain all notices, reports and other documents required to be filed by such Party (and, with respect to the obligations of the Selling Shareholders, by the Acquired Companies) with any Governmental Body with respect to the Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Purchaser shall (and, to the extent 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 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 confidentiality provisions of the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the other Parties prior to making any such filing and taking a position with respect to any such filing; (ii) 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 Governmental Body by or on behalf of any Party (or any Acquired Company) in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide the 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 oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) with or to any Governmental Body related solely to this Agreement or the transactions contemplated hereby. (c) Subject to Section 6.1(d), the Parties 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 consents (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) party in connection with any of the Contemplated Transactions and or to make effective the Contemplated Transactions. Subject give full effect to Section 6.1(d)transactions contemplated by this Agreement; provided, if any Governmental Bodyhowever, 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 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 the Purchaser in good faith to facilitate compliance with any Legal Requirement which Seller or any request by any Governmental Body; its properties are bound, and (ii) conditioned upon Buyer, with the reasonable assistance of Seller where applicable, shall be 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 their respective Affiliates shall be obligated to consent to any divestitures or operational limitations or requirements in connection therewith. 8.6.2 Each party to this Agreement shall promptly deliver to the other parties a copy of each such filing made, each such notice given and each such Consent obtained by such party during the Pre-Closing (Period. Each party shall promptly provide the other parties with copies of all filings made by the other party with any state, federal or foreign Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Each party shall promptly inform the other party of any material communication between such party and any Governmental Entity regarding this Agreement or the transactions contemplated hereby. 8.6.3 Without derogating from the generality of the foregoing: 8.6.3.1 Seller hereby undertakes, as promptly as practicable after the execution of this Agreement, to use commercially reasonable efforts, with the reasonable assistance of Buyer, to obtain as promptly as possible the final implementation approval of the Investment Center with respect to Seller's Approved Enterprises and the Investment Center's approval to the transfer to Buyer of any and all rights of Seller in such Approved Enterprises, it being understood that no action taken pursuant to this sentence shall cause Buyer will bear the Purchase Price to be reduced).costs of Deloitte & Touche in connection therewith; (d) Notwithstanding anything to 8.6.3.2 Seller hereby undertakes, as promptly as practicable after the contrary contained in Section 6.1(c) or elsewhere in execution of this Agreement, to use commercially reasonable efforts, with the Purchaser shall not have any obligation under this Agreement: reasonable assistance of Buyer, to obtain the ITA Approval, it being understood that (i) Seller shall not be required to divest or agree to divest (or cause any of the 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 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 contest any Legal Proceeding relating cooperate and assist Buyer to any obtain as promptly as possible a permit of the Contemplated TransactionsMinistry 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) Each Party As promptly as practicable after the execution of this Agreement, each party shall use commercially reasonable efforts its Commercially Reasonable Efforts to file (obtain, and each to 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 Selling Shareholders shall use commercially transactions contemplated by this Agreement, and to take all reasonable efforts actions to cause avoid the Acquired Companies to file)entry of any order or decree by any Governmental Entity prohibiting the consummation of the transactions contemplated hereby. Without limiting the foregoing, as soon promptly as practicable after the date of this Agreement, all notices, reports Seller and other documents Exxxxxxxx (i) shall give any notices required to be filed by 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 Party (and, with respect to the obligations of the Selling Shareholders, by the Acquired Companies) with any Governmental Body with respect to the Contemplated Transactions, notice delivered and to submit promptly any additional information requested by any each such Governmental Bodyconsent received. Without Also without limiting the generality of the foregoingfollowing, the Purchaser shall (and, to the extent applicable, each of the Selling Shareholders shall ensure that the Acquired Companies shall), as promptly (and, subject to compliance by the Parties with the first sentence of Section 6.1(b), in any event within 21 days after) as practicable after the date of this Agreement file the notifications Agreement, Alon and Purchaser (i) shall give any notices required under applicable antitrustto be given by them, competition or fair trade laws or regulations (collectivelyii) shall obtain prior to Closing any consents required to be obtained by them, the “Antitrust Laws”and (iii) in connection with the Contemplated Transactions. The Parties shall (concurrently deliver to Seller a copy of each such notice delivered 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 Transactionssuch consent received. (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 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 confidentiality provisions of the Confidentiality Agreement, each of the Parties shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with applicable Laws relating to the other Parties prior to making exchange of information and the direction of any such filing Governmental Entity and taking a position with respect to any such filing; (ii) permit matters not related to the Business that Seller or Purchaser reasonably determines should not be disclosed to the other due to confidentiality concerns, Alon and Purchaser, on the one hand, and Seller and Exxxxxxxx, on the other hand, shall have the right to review and discuss in advance, and consider in good faith to the views of extent practicable each will consult the other Parties on, all the information relating to Alon and Purchaser or Seller and Exxxxxxxx, as the case may be, and any of their respective Subsidiaries, that appears in connection any filing made with, or written materials submitted to, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making third party or submitting any of the foregoing to any Governmental Body by or on behalf of any Party (or any Acquired Company) Entity in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; and (iv) promptly provide the 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 oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) with or to any Governmental Body related solely to this Agreement or the transactions contemplated herebyby this Agreement. In exercising the foregoing right, each of Seller, Exxxxxxxx, Xxxx and Purchaser shall 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 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 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 Section 6.1(d)applicable Laws relating to the exchange of information and the direction of any Governmental Entity, the Parties shall (and each of Seller and Exxxxxxxx, on the Selling Shareholders shall ensure that one hand, and Alon and Purchaser, on the Acquired Companies other hand, shall) use commercially reasonable efforts to: (i) take , upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other actions necessary to cause the expiration or termination of the applicable waiting periods under the Antitrust Laws matters 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, reasonably necessary 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) advisable in connection with any statement, submission, filing, notice or application made by or on behalf of the Contemplated Transactions and Alon, Purchaser, Seller, Exxxxxxxx or any of their respective Subsidiaries to make effective the Contemplated Transactions. Subject to Section 6.1(d), if any third party or any Governmental Body, including any competition authority, shall impose amendments Entity in connection with the approval of or consent to the Contemplated Transactions or commitments to be undertaken transactions contemplated 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)Agreement. (d) Notwithstanding anything Subject to applicable Laws relating to the contrary contained in Section 6.1(cexchange of information and the direction of any Governmental Entity, (i) or elsewhere in each of Seller and Exxxxxxxx, on the one hand, and Alon and Purchaser, on the other hand, shall 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 copies of notices or other communications (if written) or summaries thereof (if oral) received by Alon and Purchaser shall not have or Seller and Exxxxxxxx, as the case may be, from any obligation under 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: ); (iB) promptly informing the other of any communications or discussions with any such third party or Governmental Entity, in each case with respect to divest or agree to divest the transactions contemplated by this Agreement (or cause any of including in connection with all approvals required under the 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 CompaniesHSR Act); or (ii) Seller and Exxxxxxxx shall give prompt notice to contest Purchaser of any Legal Proceeding 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) Purchaser shall give prompt notice to Seller and Exxxxxxxx of any change, development, event or circumstance that could reasonably prevent, materially delay or materially impair the ability of Alon or Purchaser to consummate the transactions contemplated by this Agreement; and (iv) neither Seller and Exxxxxxxx, on the one hand, nor Alon and Purchaser, 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 any of the Contemplated Transactionstransactions contemplated by this Agreement, unless it consults with the other party in advance and gives the other party the opportunity to attend and participate thereat.

Filings and Consents. (a) Each Party party shall use commercially reasonable efforts to file promptly, but in any event within five (and each of the Selling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies to file), as soon as practicable 5) Business Days after the date of this Agreement, all notices, reports and other documents required to be filed by such Party (and, party with any Governmental Authority with respect to the obligations of Merger and the Selling Shareholders, other transactions contemplated by the Acquired Companies) with any Governmental Body with respect to the Contemplated Transactionsthis Agreement, and to submit promptly any additional information requested by any such Governmental BodyAuthority. Without limiting the generality of the foregoing, the Purchaser shall (and, to the extent applicable, each of the Selling Shareholders shall ensure that the Acquired Companies Company and Parent 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) after the date of this Agreement Agreement, prepare and file the any notifications required under any applicable antitrust, antitrust or competition or fair trade laws or regulations (collectively, the “Antitrust Laws”) in connection with the Contemplated Transactions. Merger. (b) The Parties Company and Parent 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 state attorney general, antitrust authority or other Governmental Body and promptly inform the other Parties of any communication to Authority in connection with antitrust or from any Government Body, in each case regarding the Contemplated Transactions. (b) related matters. Subject to the confidentiality provisions of the Confidentiality this Agreement, Parent and the Company 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 effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) ) this Section 6.1 (a)5.1. Except where prohibited by applicable Legal Requirements or any Governmental BodyAuthority, and subject to the confidentiality provisions of the Confidentiality this Agreement, each of the Parties shall (Company and each of the Selling Shareholders shall ensure that the Acquired Companies Parent shall): : (i) consult cooperate with the other Parties prior to making any such filing and taking a position party with respect to any such filingfilings made by the other party in connection with the Merger; (ii) permit the other party to review and discuss in advance, (and consider in good faith the views of the other Parties party in connection with, ) any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals documents before making or submitting any of the foregoing such documents to any Governmental Body by or on behalf of any Party (or any Acquired Company) Authority in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such informationMerger; and (iviii) promptly provide the other Parties (and their counsel) party with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals notices and other submissions documents (and a summary of any oral presentations) made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) Company with or to any Governmental Body related solely to this Agreement or Authority in connection with the transactions contemplated herebyMerger. (c) If any objections are asserted with respect to the Merger or the other transactions contemplated by this Agreement under any antitrust law or if any action, suit or other proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Merger or any other transactions contemplated by this Agreement as violative of any antitrust law or other Legal Requirements, Parent and the Company 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. (d) Subject to the remainder of this Section 6.1(d)5.1, Parent and the Parties Company 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 consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly as practicable. Without limiting the generality of the foregoing, 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 party to any Contract in connection with the Merger and the other transactions contemplated by this Agreement; and (y) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) Contract by such Party (or, in the case of the obligations of the Selling Shareholders, by any Acquired Company) party 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 not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of the 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 Merger or any of the Acquired Companiesother transactions contemplated by this Agreement; provided, or however, that no party to take or agree to take (or cause any of the Acquired Companies this Agreement or any of Purchaser’s its Affiliates shall be required to take compensate any Person or agree offer or grant any accommodation (financial or otherwise) to take) any other action or agree (or cause 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 Acquired Companies Company or any of Purchaser’s its Affiliates to agree) and the party to any limitation such Contract (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 (iiits agents) to contest any Legal Proceeding relating to any such Consent of the Contemplated Transactionstransactions contemplated hereby.

Filings and Consents. (a) Each Party party shall use commercially reasonable best efforts to file (and each of the Selling Shareholders shall use commercially reasonable efforts to cause the Acquired Companies to file), as soon as practicable after the date of this Agreementhereof, all notices, reports and other documents required to be filed by such Party (and, party with any Governmental Authority with respect to the obligations of the Selling Shareholders, transactions contemplated by the Acquired Companies) with any Governmental Body with respect to the Contemplated Transactionsthis Agreement, and to submit promptly any additional information requested by any such Governmental BodyAuthority. Without limiting the generality of the foregoing, the Purchaser shall (and, to the extent applicable, each of the Selling Shareholders shall ensure that the Acquired Companies party 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) after the date of this Agreement hereof, prepare and file the any notifications required under any applicable antitrust, antitrust or competition or fair trade laws or regulations (collectively, the “Antitrust Laws”) in connection with the Contemplated Transactionsthis Agreement. The Parties Each party 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 state attorney general, antitrust authority or other Governmental Body and promptly inform the other Parties of any communication to Authority in connection with antitrust or from any Government Body, in each case regarding the Contemplated Transactions. (b) related matters. Subject to the confidentiality provisions of the Confidentiality Agreementset forth in Section 11.12, each Party Purchaser and Seller shall (and each of the Selling Shareholders shall ensure that the Acquired Companies shall) promptly supply the other Parties with any information which 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 6.1 (a5.3(a). Except where prohibited by applicable Legal Requirements of Law or any Governmental BodyAuthority, and subject to the confidentiality provisions of the Confidentiality Agreementset forth in Section 11.12, each of the Parties Seller and Purchaser shall (and 1) cooperate with each of the Selling Shareholders shall ensure that the Acquired Companies shall): (i) consult with the other Parties prior to making any such filing and taking a position with respect to any such filing; (ii) 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 Governmental Body by or on behalf of any Party (or any Acquired Company) filings made in connection with any Legal Proceeding related solely to the Transactional Agreements and the Contemplated Transactions (including any such Legal Proceeding relating to any Antitrust Law); (iii) coordinate with the other Parties in preparing and exchanging such information; this Agreement and (iv2) promptly provide the other Parties (and their counsel) party with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) publicly available documents made or submitted by such Party (or, in the case of the obligations of the Selling Shareholders, submitted by any Acquired Company) it with or to any Governmental Body related solely to Authority in connection with this Agreement or promptly upon the transactions contemplated herebyother party’s request. (cb) Subject Purchaser and Seller shall use their respective reasonable best efforts to Section 6.1(d), the Parties 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 make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the generality of the foregoing, each Consent party to this Agreement: (1) shall make all filings (if any) and give all notices (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) made and given by such Party (or, in the case of the obligations of the Selling Shareholders, by any Acquired Company) party 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 transactions contemplated 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 Bodythis Agreement; and (ii2) conditioned upon shall use reasonable best efforts to obtain the Closing (it being understood that no action taken pursuant to this sentence shall cause the Purchase Price to be reduced)Requisite Regulatory Approvals. (dc) Notwithstanding anything to the contrary contained in Section 6.1(c5.3(b) or elsewhere in this Agreement, in connection with its efforts to obtain the Requisite Regulatory Approvals, Purchaser shall not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of the Acquired Companies or any of Purchaser’s Affiliates Agreement to divest or agree to divest) , or cause any of the its Affiliates to divest, any of their respective businesses, product lines or assets of the Purchaser, any of the Affiliates of the Purchaser or any of the Acquired Companiesassets, or to take or agree to take (or cause any of the Acquired Companies or any of Purchaser’s its Affiliates to take or agree to take) any other action with respect to, or to agree (or cause any of the Acquired Companies or any of Purchaser’s its Affiliates to agree) to to, any limitation or restriction on any of the their 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 Transactionsassets.