Common use of Filings and Other Actions Clause in Contracts

Filings and Other Actions. Subject to the other terms of this Agreement, Seller Parent and Buyer shall cooperate with each other and use (and shall cause their respective Controlled Affiliates to cooperate and use) their respective reasonable best efforts to take or cause to be taken all reasonable actions, and to do or cause to be done all reasonable things necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all Consents necessary or advisable to be obtained from any Person, including any Governmental Authority, and to lift any injunction or other legal bar in order to consummate the Transactions. Without limiting the foregoing, each of Seller Parent and Buyer undertakes and agrees to file (or cause their respective Controlled Affiliates to file, as applicable) as soon as reasonably practicable and advisable, and in any event not later than five (5) Business Days after the date of this Agreement, a Notification and Report Form regarding the Transactions as and to the extent required by the HSR Act (the “HSR Filing”) with each of the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and to as soon as reasonably practicable and advisable submit any other filings required to be made under any Foreign Antitrust Laws. Each of Seller Parent and Buyer shall (and shall cause their respective Controlled Affiliates to) (i) respond as promptly as reasonably practicable and advisable to any inquiries received from any Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or any Foreign Antitrust Laws or enter into any agreement with any Governmental Authority to delay the Transactions, except with the prior written consent of the other Party. Buyer and Seller Parent shall (and shall cause each of their respective Controlled Affiliates to) to take all steps requested by the FTC, the Antitrust Division or other Governmental Authority to avoid or eliminate impediments under any Antitrust Law that may be asserted by a Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, and in any event prior to the Outside Date, and shall defend through litigation on the merits any Claim in respect of Antitrust Laws asserted in any court by any Governmental Authority, including appeals. Without limiting the foregoing, Buyer shall (and shall cause each of its Controlled Affiliates to) propose, negotiate and offer to commit and effect (and, if such offer is accepted, commit to and effect) by consent decree, hold separate Order, or otherwise, the sale, divestiture, licensing or other disposition of or restriction on such assets or businesses of Buyer (or such Controlled Affiliates) or of any of the Acquired Assets, terminate any existing relationships or contractual rights of Buyer or the Acquired Assets, amend or terminate any licenses or other intellectual property agreements of Buyer or the Acquired Assets, or otherwise offer to take or offer to commit to take any action and, if the offer is accepted, commit to take and take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Buyer (or such Controlled Affiliates) or any of the Acquired Assets, in each case, to the extent necessary so as to permit and cause the condition set forth in Section 10.1(b) to be satisfied as soon as reasonably practicable, and in any event prior to the Outside Date. Notwithstanding the foregoing, in no event shall Buyer or any of its Controlled Affiliates be required to take or agree to take any such action that is not conditioned on the occurrence of the Closing or that, individually or together with any other such actions, would reasonably be expected to have a Buyer Material Adverse Effect, it being understood and agreed that, for purposes of this sentence, the reference to Buyer and its Subsidiaries in clause (x) of the definition of “Buyer Material Adverse Effect” shall be deemed to include Buyer, its Subsidiaries and the Acquired Assets, taken as a whole. Each of Buyer and Seller Parent shall promptly notify the other of any written communication to that Party from a Governmental Authority or any other Person (whether or not a Governmental Authority) in connection with antitrust matters relating to the Transactions and, subject to applicable Law, and the instructions of any Governmental Authority, permit the other to review in advance any material proposed written communication to any of the foregoing.

Filings and Other Actions. Subject to the other terms of this Agreement, Seller Parent and Buyer shall cooperate with each other and use (and shall cause their respective Controlled Affiliates to cooperate and use) their respective reasonable best efforts to take or cause to be taken all reasonable actions, and to do or cause to be done all reasonable things necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all Consents necessary or advisable to be obtained from any Person, including any Governmental Authority, and to lift any injunction or other legal bar in order to consummate the Transactions. Without limiting the foregoing, each of Seller Parent and Buyer undertakes and agrees to file (or cause their respective Controlled Affiliates to file, as applicable) as soon as reasonably practicable and advisable, and in any event not later than five seven (57) Business Days days after the date of this AgreementAgreement (unless the Parties otherwise agree in writing to a later time), a Notification and Report Form regarding the Transactions as and to the extent required by the HSR Act (the “HSR Filing”) with each of the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and to as soon as reasonably practicable and advisable submit any other filings required to be made under any Foreign Antitrust Laws. Each of Seller Parent and Buyer shall (and shall cause their respective Controlled Affiliates to) (i) respond as promptly as reasonably practicable and advisable to any inquiries received from any Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or any Foreign Antitrust Laws or enter into any agreement with any Governmental Authority to delay the Transactions, except with the prior written consent of the other Party. Buyer and Seller Parent shall (and shall cause each of their respective Controlled its Affiliates to) to take all steps requested defend through litigation on the merits any Claim asserted in any court by the FTCany Governmental Authority, the Antitrust Division or other Governmental Authority including appeals, in order to avoid or eliminate impediments under any Antitrust Law that may be asserted by a Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, practicable and in any event prior to the Outside Date, and shall defend through litigation on . Notwithstanding anything to the merits any Claim in respect of Antitrust Laws asserted in any court by any Governmental Authority, including appeals. Without limiting the foregoingcontrary contained herein, Buyer shall not be required to (and shall cause each of its Controlled Affiliates toA) propose, negotiate and or offer to commit and effect (and, if such offer is accepted, commit to and effect) by consent decree, hold separate Order, or otherwise, the sale, divestiture, licensing or other disposition of or restriction on such assets or businesses of Buyer (or such Controlled its Affiliates) or of any of the Acquired Assets, (B) terminate any existing relationships or contractual rights of Buyer or the Acquired Assets, (C) amend or terminate any licenses or other intellectual property agreements of Buyer or the Acquired Assets, or (D) otherwise offer to take or take, offer to commit to take or take any action and, if the offer is accepted, commit to take and take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Buyer (or such Controlled its Affiliates) or any of the Acquired Assets, in each case, to the extent necessary so as to permit and cause the condition set forth in Section 10.1(b) to be satisfied as soon as reasonably practicable, and in any event prior to the Outside Date. Notwithstanding the foregoing, in no event shall Buyer or any of its Controlled Affiliates be required to take or agree to take any such action that is not conditioned on the occurrence of the Closing or that, individually or together with any other such actions, would reasonably be expected to have a Buyer Material Adverse Effect, it being understood and agreed that, for purposes of this sentence, the reference to Buyer and its Subsidiaries in clause (x) of the definition of “Buyer Material Adverse Effect” shall be deemed to include Buyer, its Subsidiaries and the Acquired Assets, taken as a whole. Each of Buyer and Seller Parent shall promptly notify the other of any written communication to that Party from a Governmental Authority or any other Person (whether or not a Governmental Authority) in connection with antitrust matters relating to the Transactions and, subject to applicable Law, and the instructions of any Governmental Authority, permit the other to review in advance any material proposed written communication to any of the foregoing.

Filings and Other Actions. Subject to the other terms proviso in the penultimate sentence of this AgreementSection 6.2(a), Seller Parent and Buyer Parent shall cooperate with each other and use (and shall cause their respective Controlled Affiliates to cooperate and use) their respective reasonable best efforts to take or cause to be taken all reasonable actions, and to do or cause to be done all reasonable things necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all Consents necessary or advisable to be obtained from any Person, including any Governmental Authority, and to lift any injunction or other legal bar in order to consummate the Transactions. Without limiting the foregoing, each of Seller Parent and Buyer Parent undertakes and agrees to file (or cause their respective Controlled Affiliates to file, as applicable) as soon as reasonably practicable and advisable, and in any event not later than five (5) Business Days after the date of this Agreement, a Notification and Report Form regarding the Transactions as and to the extent required by the HSR Act (the “HSR Filing”) with each of the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and to as soon as reasonably practicable and advisable promptly submit any other filings required to be made under any Foreign Antitrust Laws. Each of Seller Parent and Buyer Parent shall (and shall cause their respective Controlled Affiliates to) (i) respond as promptly as reasonably practicable and advisable to any inquiries received from any Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or any Foreign Antitrust Laws or enter into any agreement with any Governmental Authority to delay the Transactions, except (x) in the case of Seller Parent, with the prior written consent Consent of Buyer Parent or (y) in the other Partycase of Buyer Parent, with prior discussions with Seller Parent as described in Section 6.2(b). Buyer and Seller Parent shall (and shall cause each of their respective Controlled its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps requested by the FTC, the Antitrust Division or other Governmental Authority which it is capable of taking to avoid or eliminate impediments under any Antitrust antitrust, competition, or trade regulation Law that may be asserted by a Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, and in any event prior to the Outside Date, and shall defend through litigation on the merits any Claim in respect of Antitrust Laws asserted in any court by any Governmental Authority, including appeals. Without limiting the foregoing, Buyer Parent shall (and shall cause each of its Controlled Affiliates to) propose, negotiate and offer to commit and effect (and, and if such offer is accepted, commit to and effect) by consent decree, hold separate Order, or otherwise, the sale, divestiture, licensing or other disposition of or restriction on such assets or businesses of Buyer Parent (or such Controlled Affiliates) or of any of the Acquired Assets, terminate any existing relationships or contractual rights of Buyer or the Acquired Assets, amend or terminate any licenses or other intellectual property agreements of Buyer or the Acquired Assets, or otherwise offer to take or offer to commit to take any action and, which it is capable of taking and if the offer is accepted, take or commit to take and take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Buyer Parent (or such Controlled Affiliates) or of any of the Acquired AssetsAssets (any of the foregoing, a “Divestiture Action”), in each case, to the minimum extent necessary so as to permit and cause the condition set forth in Section 10.1(b) to be satisfied as soon as reasonably practicableby the Outside Date; provided, however, that Buyer Parent shall not be required pursuant to the terms of this Agreement to take or commit to take any Divestiture Action other than (i) with respect to any and all Overlap Products, and in any event prior to addition and not in limitation, (ii) such further Divestiture Actions as would not in the Outside Date. Notwithstanding aggregate be of greater economic significance than the foregoingvalue of the Overlap Products that are not the subject of a Divestiture Action; provided, in no event however, that this Section 6.2(a)(ii) shall not require Buyer Parent or any of its Controlled Affiliates be required to take or agree to take any such action divest Specialty Products (other than Specialty Products that is not conditioned on the occurrence of the Closing or thatare Overlap Products, individually or together with any other such actions, would reasonably be expected to have a Buyer Material Adverse Effect, it being understood and agreed that, for purposes of this sentence, the reference to Buyer and its Subsidiaries in clause (x) of the definition of “Buyer Material Adverse Effect” shall be deemed to include Buyer, its Subsidiaries and the Acquired Assets, taken as a wholeif any). Each of Buyer Parent and Seller Parent shall promptly notify the other of any written communication to that Party party from a Governmental Authority or any other Person (whether or not a Governmental Authority) in connection with antitrust matters relating to the Transactions and, subject to applicable Law, and the instructions of any Governmental Authority, permit the other to review in advance any material proposed written communication to any of the foregoing.

Filings and Other Actions. Subject to the other terms (a) Upon execution of this Agreement, Seller Parent the parties shall promptly file or cause to be filed the notification forms required under the HSR Act, with respect to the transactions contemplated hereby, respond to any requests for additional information and Buyer documents and provide the necessary information and make the necessary filings under the HSR Act. In the event that the parties receive a request for additional information delaying expiration of the waiting period under the HSR Act beyond the Closing Date, the parties shall agree to an extension of the Closing Date to permit production of such additional information and expiration of the extended HSR waiting period. (b) Upon the terms and subject to the conditions contained herein, each of the parties hereto hereby agrees: (i) to cooperate with each one another in determining whether any filings are required to be made with, or consents or permits are required to be obtained from, any Governmental Authority in any jurisdiction or any airport authority, lender, lessor or other third party in connection with the consummation of the transactions contemplated hereby and cooperate in making any such filings promptly and in seeking timely to obtain any such consents and permits; (ii) to use (and shall cause their respective Controlled Affiliates to cooperate and use) their respective reasonable best efforts to take defend all actions challenging this Agreement or the consummation of the transactions contemplated hereby and use its reasonable best efforts to lift or rescind any injunction or restraining order or other court order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; and (iii) to use reasonable best efforts to take, or cause to be taken taken, all reasonable actions, actions and to do do, or cause to be done done, all reasonable other things necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective effective, in the Transactions as soon as reasonably most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing as promptly as reasonably practicable and advisable all documentation using reasonable best efforts to effect (A) cause the conditions precedent set forth in Article VI to be satisfied, (B) obtain all necessary noticesactions or nonactions, reports waivers, consents, approvals, rulings, exemptions, orders and other authorizations from Governmental Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and to obtain as promptly as reasonably practicable all Consents necessary or advisable to be obtained from any Personfilings with Governmental Authorities, including any Governmental Authority, and to lift any injunction or other legal bar in order to consummate the Transactions. Without limiting the foregoing, each of Seller Parent and Buyer undertakes and agrees to file (or cause their respective Controlled Affiliates to file, as applicable) as soon as reasonably practicable and advisable, and in any event not later than five (5) Business Days after the date of this Agreement, a Notification and Report Form regarding the Transactions as and to the extent required by the HSR Act (the “HSR Filing”) with each of the U.S. Federal Trade Commission (the “FTC”if any) and the Antitrust Division taking of the U.S. Department of Justice (the “Antitrust Division”) and to all commercially reasonable steps as soon as reasonably practicable and advisable submit any other filings required to may be made under any Foreign Antitrust Laws. Each of Seller Parent and Buyer shall (and shall cause their respective Controlled Affiliates to) (i) respond as promptly as reasonably practicable and advisable to any inquiries received from any Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or any Foreign Antitrust Laws or enter into any agreement with any Governmental Authority to delay the Transactions, except with the prior written consent of the other Party. Buyer and Seller Parent shall (and shall cause each of their respective Controlled Affiliates to) to take all steps requested by the FTC, the Antitrust Division or other Governmental Authority necessary to avoid any suit, claim, action, investigation or eliminate impediments under any Antitrust Law that may be asserted by a Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, and in any event prior to the Outside Date, and shall defend through litigation on the merits any Claim in respect of Antitrust Laws asserted in any court proceeding by any Governmental Authority; and (C) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, including appealsand to fully carry out the purposes of, this Agreement. Without limiting As soon as practicable following the foregoing, Buyer shall (and shall cause each of its Controlled Affiliates to) propose, negotiate and offer to commit and effect (and, if such offer is accepted, commit to and effect) by consent decree, hold separate Order, or otherwisedate hereof, the sale, divestiture, licensing or other disposition of or restriction on such assets or businesses of Buyer (or such Controlled Affiliates) or of any of the Acquired Assets, terminate any existing relationships or contractual rights of Buyer or the Acquired Assets, amend or terminate any licenses or other intellectual property agreements of Buyer or the Acquired Assets, or otherwise offer to take or offer to commit to take any action and, if the offer is accepted, commit to take and take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Buyer (or such Controlled Affiliates) or any of the Acquired Assets, in each case, to the extent necessary so as to permit and cause the condition set forth in Section 10.1(b) to be satisfied as soon as reasonably practicable, and in any event prior to the Outside Date. Notwithstanding the foregoing, in no event shall Buyer or any of its Controlled Affiliates be required to take or agree to take any such action that is not conditioned on the occurrence of the Closing or that, individually or together with any other such actions, would reasonably be expected to have a Buyer Material Adverse Effect, it being understood and agreed that, for purposes of this sentence, the reference to Buyer and its Subsidiaries in clause (x) of the definition of “Buyer Material Adverse Effect” shall be deemed to include Buyer, its Subsidiaries Seller and the Acquired AssetsAcquiror will jointly use their reasonable best efforts to obtain any required consents, taken as a whole. Each of Buyer waivers and Seller Parent shall promptly notify the other of any written communication to that Party from a Governmental Authority or any other Person (whether or not a Governmental Authority) approvals in connection with antitrust matters relating to the Transactions and, subject to applicable Law, and the instructions of any Governmental Authority, permit the other to review in advance any material proposed written communication to any consummation of the foregoingtransactions contemplated hereby.

Filings and Other Actions. Subject (a) Each of the Company, Parent and Acquisition Sub shall: (i) use commercially reasonable efforts to promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the Exchange Act, the HSR Act and other terms of this Agreement, Seller Parent applicable Laws with respect to the Offer and Buyer shall cooperate with each other the Merger; and (ii) use (and shall cause their respective Controlled Affiliates to cooperate and use) their respective commercially reasonable best efforts to take or cause to be taken taken, on a timely basis, all reasonable actions, and to do or cause to be done all reasonable things necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all Consents actions necessary or advisable to be obtained from any Person, including any Governmental Authority, appropriate for the purpose of consummating and to lift any injunction or other legal bar in order to consummate effectuating the Transactionstransactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Seller Parent and Buyer undertakes Acquisition Sub (A) shall promptly provide all information requested by any Governmental Body in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement and agrees (B) shall use its commercially reasonable efforts to file (or promptly take, and cause their respective Controlled its Affiliates to filetake, as applicable) as soon as reasonably practicable all actions and advisable, and in steps necessary to obtain any event not later than five (5) Business Days after the date of this Agreement, a Notification and Report Form regarding the Transactions as and clearance or approval required to the extent required by the HSR Act (the “HSR Filing”) with each of be obtained from the U.S. Federal Trade Commission Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Body in connection with the transactions contemplated by this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. (b) Without limiting the “FTC”generality of anything contained elsewhere in this Section 5.3, each party hereto shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties promptly informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, and (iii) promptly inform the Antitrust Division other parties of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice (or any other Governmental Body regarding the “Antitrust Division”) Offer or the Merger. Each party hereto will reasonably consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Body or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to as soon as reasonably practicable have access to and advisable submit be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding. (c) Notwithstanding any other filings provision of this Agreement to the contrary, in no event shall Parent, Acquisition Sub or any of its Affiliates be required to be made under any Foreign Antitrust Laws. Each of Seller Parent and Buyer shall (and shall cause their respective Controlled Affiliates to) (i) respond as promptly as reasonably practicable and advisable to defend, contest or resist any inquiries received from any Governmental Authority for additional information action or documentation and to all inquiries and requests received from any Governmental Authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act proceeding, whether judicial or any Foreign Antitrust Laws or enter into any agreement with any Governmental Authority to delay the Transactions, except with the prior written consent of the other Party. Buyer and Seller Parent shall (and shall cause each of their respective Controlled Affiliates to) to take all steps requested by the FTC, the Antitrust Division or other Governmental Authority to avoid or eliminate impediments under any Antitrust Law that may be asserted by a Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, and in any event prior to the Outside Date, and shall defend through litigation on the merits any Claim in respect of Antitrust Laws asserted in any court by any Governmental Authority, including appeals. Without limiting the foregoing, Buyer shall (and shall cause each of its Controlled Affiliates to) propose, negotiate and offer to commit and effect (and, if such offer is accepted, commit to and effect) by consent decree, hold separate Orderadministrative, or otherwise, the sale, divestiture, licensing or other disposition of or restriction on such assets or businesses of Buyer (or such Controlled Affiliates) or of any of the Acquired Assets, terminate any existing relationships or contractual rights of Buyer or the Acquired Assets, amend or terminate any licenses or other intellectual property agreements of Buyer or the Acquired Assets, or otherwise offer to take or offer to commit to take any action andto have vacated, if lifted, reversed or overturned any judgment, order or decree, in connection with the offer is acceptedtransactions contemplated by this Agreement, commit (ii) agree or proffer to sell, license, assign, transfer, divest, hold separate (in a trust or otherwise) or otherwise dispose, or take and take such action that limits its freedom of any other action with respect to, or its ability to retain, any of the businesses, services assets or assets businesses of Buyer (or such Controlled Affiliates) or any of the Acquired Assets, in each case, to the extent necessary so as to permit and cause the condition set forth in Section 10.1(b) to be satisfied as soon as reasonably practicable, and in any event prior to the Outside Date. Notwithstanding the foregoing, in no event shall Buyer Parent or any of its Controlled Affiliates or, assuming the consummation of the Merger, the Surviving Corporation or any of its Affiliates, (iii) agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Company Shares) or (iv) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates. (d) Without limiting the generality of anything contained elsewhere in this Section 5.3, each of the Company, Parent and Acquisition Sub shall use their commercially reasonable efforts to cause all Offer Conditions to be required satisfied on a timely basis (to take the extent the satisfaction of such conditions is within the Company’s, Parent’s or agree Acquisition Sub’s direct or indirect control), and Parent shall use its commercially reasonable efforts to take any such action that is not conditioned cause Acquisition Sub to purchase Company Shares pursuant to the Offer on the occurrence of the Closing or that, individually or together with any other such actions, would reasonably be expected to have a Buyer Material Adverse Effect, it being understood and agreed that, for purposes of this sentence, the reference to Buyer and its Subsidiaries in clause (x) of the definition of “Buyer Material Adverse Effect” shall be deemed to include Buyer, its Subsidiaries and the Acquired Assets, taken as a whole. Each of Buyer and Seller Parent shall promptly notify the other of any written communication to that Party from a Governmental Authority or any other Person (whether or not a Governmental Authority) in connection with antitrust matters relating to the Transactions and, subject to applicable Law, and the instructions of any Governmental Authority, permit the other to review in advance any material proposed written communication to any of the foregoingearliest possible date.

Filings and Other Actions. Subject (a) Upon the terms and subject to the other terms conditions contained herein, each of this Agreement, Seller Parent and Buyer shall the Parties hereto hereby agrees: (i) to cooperate with each one another in determining whether any filings are required to be made with, or consents or permits are required to be obtained from, any Governmental Authority in any jurisdiction or any airport authority, lender, lessor or other third party in connection with the consummation of the Acquisition and cooperate in making any such filings promptly and in seeking timely to obtain any such consents and permits; (ii) to use commercially reasonable efforts to defend all actions challenging this Agreement or the consummation of the Acquisition and use (and shall cause their respective Controlled Affiliates to cooperate and use) their respective its commercially reasonable best efforts to take lift or rescind any injunction or restraining order or other court order adversely affecting the ability of the Parties to consummate the Acquisition; and (iii) to use commercially reasonable efforts to take, or cause to be taken taken, all reasonable actions, actions and to do do, or cause to be done done, all reasonable other things necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective effective, in the Transactions as soon as reasonably most expeditious manner practicable, the Acquisition, including preparing and filing as promptly as reasonably practicable and advisable all documentation using commercially reasonable efforts to effect (A) cause the conditions precedent set forth in Article V to be satisfied, (B) obtain all necessary noticesactions or nonactions, reports waivers, consents, approvals, rulings, exemptions, orders and other authorizations from Governmental Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and to obtain as promptly as reasonably practicable all Consents necessary or advisable to be obtained from any Personfilings with Governmental Authorities, including any Governmental Authority, and to lift any injunction or other legal bar in order to consummate the Transactions. Without limiting the foregoing, each of Seller Parent and Buyer undertakes and agrees to file (or cause their respective Controlled Affiliates to file, as applicable) as soon as reasonably practicable and advisable, and in any event not later than five (5) Business Days after the date of this Agreement, a Notification and Report Form regarding the Transactions as and to the extent required by the HSR Act (the “HSR Filing”) with each of the U.S. Federal Trade Commission (the “FTC”if any) and the Antitrust Division taking of the U.S. Department of Justice (the “Antitrust Division”) and to all commercially reasonable steps as soon as reasonably practicable and advisable submit any other filings required to may be made under any Foreign Antitrust Laws. Each of Seller Parent and Buyer shall (and shall cause their respective Controlled Affiliates to) (i) respond as promptly as reasonably practicable and advisable to any inquiries received from any Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or any Foreign Antitrust Laws or enter into any agreement with any Governmental Authority to delay the Transactions, except with the prior written consent of the other Party. Buyer and Seller Parent shall (and shall cause each of their respective Controlled Affiliates to) to take all steps requested by the FTC, the Antitrust Division or other Governmental Authority necessary to avoid any suit, claim, action, investigation or eliminate impediments under any Antitrust Law that may be asserted by a Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, and in any event prior to the Outside Date, and shall defend through litigation on the merits any Claim in respect of Antitrust Laws asserted in any court proceeding by any Governmental Authority, including appeals. Without limiting (C) assist the foregoingAcquiror with obtaining replacement licenses and associated permits, Buyer shall (and shall cause each of its Controlled Affiliates to) propose, negotiate and offer to commit and effect (and, if such offer is accepted, commit to and effect) by consent decree, hold separate Order, any associated required consents or otherwise, the sale, divestiture, licensing or other disposition of or restriction on such assets or businesses of Buyer (or such Controlled Affiliates) or of any of the Acquired Assets, terminate any existing relationships or contractual rights of Buyer or the Acquired Assets, amend or terminate any licenses or other intellectual property agreements of Buyer or the Acquired Assets, or otherwise offer to take or offer to commit to take any action and, if the offer is accepted, commit to take and take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Buyer (or such Controlled Affiliates) or any of the Acquired Assetsapprovals, in each case, from the Federal Communications Commission as of or following the Closing to enable the Jet Center Entities to continue to operate the FBO Business immediately following Closing insofar as matters related to the extent Federal Communications Commission is concerned in a manner consistent in all material respects with its operation prior to Closing, which efforts shall include providing the Acquiror with information about Jet Center Entities as may be required for such licenses, permits, consents or approvals; and (D) execute or deliver any additional instruments reasonably necessary so as to permit consummate the Acquisition, and cause to fully carry out the condition set forth in Section 10.1(b) to be satisfied as purposes of, this Agreement. As soon as reasonably practicablepracticable following the date hereof, the Seller and the Acquiror will jointly use their commercially reasonable efforts to obtain any required consents, waivers and approvals in any event connection with the consummation of the Acquisition. (b) All licenses, franchises, permits and other governmental authorizations required for the conduct of the FBO Business as it is now being conducted or carried out by the Jet Center Entities are or will prior to the Outside Date. Notwithstanding Closing be issued to or for the foregoing, in no event shall Buyer or any of its Controlled Affiliates be required to take or agree to take any such action that is not conditioned on the occurrence benefit of the Closing or that, individually or together with any other such actions, would reasonably be expected to have a Buyer Material Adverse Effect, it being understood and agreed that, for purposes of this sentence, the reference to Buyer and its Subsidiaries in clause (x) of the definition of “Buyer Material Adverse Effect” shall be deemed to include Buyer, its Subsidiaries and the Acquired Assets, taken as a whole. Each of Buyer and Seller Parent shall promptly notify the other of any written communication to that Party from a Governmental Authority or any other Person (whether or not a Governmental Authority) in connection with antitrust matters relating to the Transactions and, subject to applicable Law, and the instructions of any Governmental Authority, permit the other to review in advance any material proposed written communication to any of the foregoingJet Center Entities.

Filings and Other Actions. Subject to the other terms of this Agreement, Seller Parent and Buyer Parent shall cooperate with each other and use (and shall cause their respective Controlled Affiliates to cooperate and use) their respective reasonable best efforts to take or cause to be taken all reasonable actions, and to do or cause to be done all reasonable things necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all Consents necessary or advisable to be obtained from any Person, including any Governmental Authority, and to lift any injunction or other legal bar in order to consummate the Transactions. Without limiting the foregoing, each of Seller Parent and Buyer Parent undertakes and agrees to file (or cause their respective Controlled Affiliates to file, as applicable) as soon as reasonably practicable and advisable, and in any event not later than five (5) Business Days after the date of this Agreementhereof, a Notification and Report Form regarding the Transactions as and to the extent required by the an HSR Act (the “HSR Filing”) Filing with each of the U.S. Federal Trade Commission (the “FTC”) FTC and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and to as soon as reasonably practicable and advisable submit any other filings required to be made under any Foreign Antitrust Laws. Each of Seller Parent and Buyer Parent shall (and shall cause their respective Controlled Affiliates to) (i) respond as promptly as reasonably practicable and advisable to any inquiries received from any Governmental Government Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act Act, the EC Merger Regulation or any Foreign Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate or to delay the Transactions, except with the prior written consent Consent of Buyer Parent or Seller Parent (whichever is the other Party). Buyer and Seller Parent shall (and shall cause each of their respective Controlled its Affiliates to) offer to take (and if such offer is accepted, commit to take) all commercially reasonable steps requested by the FTC, the Antitrust Division or other Governmental Authority which it is capable of taking to avoid or eliminate impediments under any Antitrust antitrust, competition, or trade regulation Law that may be asserted by a Governmental Authority or any other Person (whether or not a Governmental Authority) with respect to the Transactions so as to enable the Closing to occur as soon expeditiously as reasonably practicablepossible, and but in any event prior to the Outside Expiration Date, and shall defend through litigation on the merits merits, to the extent commercially reasonable, any Claim in respect of Antitrust Laws asserted in any court by any Governmental AuthorityPerson, including appeals. Without limiting the foregoing, provided, however, that neither Buyer shall (and shall cause each Parent nor any of its Controlled Affiliates to) propose, negotiate and offer shall have any obligation to commit and or effect (and, if such offer is accepted, commit to and effect) by consent decree, hold separate Order, or otherwise, the saleto sell, divestituredivest, licensing or other disposition dispose of or restriction on such any assets or businesses (including after the Closing, the Business) of Buyer Parent (or such Controlled any of its Affiliates) or of any or, effective as of the Closing, an Acquired Assets, terminate any existing relationships or contractual rights of Buyer or the Acquired Assets, amend or terminate any licenses or other intellectual property agreements of Buyer or the Acquired AssetsEntity, or otherwise to offer to take or offer to commit to take any action and, if the offer is accepted, commit to take and take such action that limits its freedom of action with respect to, or its ability to retain, any of the businessesbusinesses (including after the Closing, the Business), services or assets of Buyer Parent (or such Controlled Affiliates) or any of the Acquired AssetsEntities, in each caseorder to avoid the entry of, or to effect the extent necessary so as to permit and cause the condition set forth in Section 10.1(b) to be satisfied as soon as reasonably practicabledissolution of, and any injunction, temporary restraining order or other Order in any event prior to the Outside Date. Notwithstanding the foregoing, in no event shall Buyer suit or any of its Controlled Affiliates be required to take or agree to take any such action that is not conditioned on the occurrence of the Closing or that, individually or together with any other such actions, would reasonably be expected to have a Buyer Material Adverse Effect, it being understood and agreed that, for purposes of this sentence, the reference to Buyer and its Subsidiaries in clause (x) of the definition of “Buyer Material Adverse Effect” shall be deemed to include Buyer, its Subsidiaries and the Acquired Assets, taken as a wholeProceeding. Each of Buyer and Seller Parent Party shall (i) promptly notify the other Party of any written communication to that Party party from a Governmental Authority or any other Person (whether or not a Governmental Authority) in connection with antitrust matters relating to the Transactions and, subject to applicable Law, and the instructions of any Governmental Authority, permit the other Party to review in advance any material proposed written communication to any of the foregoingforegoing and (ii) furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between either of them and/or their respective Affiliates, on the one hand, and any Governmental Authority or other Person, on the other hand, with respect to this Agreement and the Transactions insofar as they pertain to antitrust matters.

Filings and Other Actions. Subject to the other terms of this Agreement, Seller Parent and Buyer Parent shall cooperate with each other and use (and shall cause their respective Controlled Affiliates to cooperate and use) their respective reasonable best efforts to take or cause to be taken all reasonable actions, and to do or cause to be done all reasonable things necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all Consents necessary or advisable to be obtained from any Person, including any Governmental Authority, and to lift any injunction or other legal bar in order to consummate the Transactions. Without limiting the foregoing, each of Seller Parent and Buyer Parent undertakes and agrees to file (or cause their respective Controlled Affiliates to file, as applicable) as soon as reasonably practicable and advisable, and in any event not later than five (5) Business Days after the date of this AgreementEffective Date, a Notification and Report Form regarding the Transactions as and to the extent required by the an HSR Act (the “HSR Filing”) Filing with each of the U.S. Federal Trade Commission (the “FTC”) FTC and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and to as soon as reasonably practicable and advisable submit any other filings required to be made under any Foreign Antitrust Laws. Each of Seller Parent and Buyer Parent shall (and shall cause their respective Controlled Affiliates to) (i) respond as promptly as reasonably practicable and advisable to any inquiries received from any Governmental Government Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act Act, the EC Merger Regulation or any Foreign Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate or to delay the Transactions, except with the prior written consent Consent of Buyer Parent or Seller Parent (whichever is the other Party). Buyer and Seller Parent shall (and shall cause each of their respective Controlled its Affiliates to) offer to take (and if such offer is accepted, commit to take) all commercially reasonable steps requested by the FTC, the Antitrust Division or other Governmental Authority which it is capable of taking to avoid or eliminate impediments under any Antitrust antitrust, competition, or trade regulation Law that may be asserted by a Governmental Authority or any other Person (whether or not a Governmental Authority) with respect to the Transactions so as to enable the Closing to occur as soon expeditiously as reasonably practicablepossible, and but in any event prior to the Outside Expiration Date, and shall defend through litigation on the merits merits, to the extent commercially reasonable, any Claim in respect of Antitrust Laws asserted in any court by any Governmental AuthorityPerson, including appeals. Without limiting the foregoing, provided, however, that neither Buyer shall (and shall cause each Parent nor any of its Controlled Affiliates to) propose, negotiate and offer shall have any obligation to commit and or effect (and, if such offer is accepted, commit to and effect) by consent decree, hold separate Order, or otherwise, the saleto sell, divestituredivest, licensing or other disposition dispose of or restriction on such any assets or businesses (including after the Closing, the Business) of Buyer Parent (or such Controlled any of its Affiliates) or of any or, effective as of the Closing, an Acquired Assets, terminate any existing relationships or contractual rights of Buyer or the Acquired Assets, amend or terminate any licenses or other intellectual property agreements of Buyer or the Acquired AssetsEntity, or otherwise to offer to take or offer to commit to take any action and, if the offer is accepted, commit to take and take such action that limits its freedom of action with respect to, or its ability to retain, any of the businessesbusinesses (including after the Closing, the Business), services or assets of Buyer Parent (or such Controlled Affiliates) or any of the Acquired AssetsEntities, in each caseorder to avoid the entry of, or to effect the extent necessary so as to permit and cause the condition set forth in Section 10.1(b) to be satisfied as soon as reasonably practicabledissolution of, and any injunction, temporary restraining order or other Order in any event prior to the Outside Date. Notwithstanding the foregoing, in no event shall Buyer suit or any of its Controlled Affiliates be required to take or agree to take any such action that is not conditioned on the occurrence of the Closing or that, individually or together with any other such actions, would reasonably be expected to have a Buyer Material Adverse Effect, it being understood and agreed that, for purposes of this sentence, the reference to Buyer and its Subsidiaries in clause (x) of the definition of “Buyer Material Adverse Effect” shall be deemed to include Buyer, its Subsidiaries and the Acquired Assets, taken as a wholeProceeding. Each of Buyer and Seller Parent Party shall (i) promptly notify the other Party of any written communication to that Party party from a Governmental Authority or any other Person (whether or not a Governmental Authority) in connection with antitrust matters relating to the Transactions and, subject to applicable Law, and the instructions of any Governmental Authority, permit the other Party to review in advance any material proposed written communication to any of the foregoingforegoing and (ii) furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between either of them and/or their respective Affiliates, on the one hand, and any Governmental Authority or other Person, on the other hand, with respect to this Agreement and the Transactions insofar as they pertain to antitrust matters.

Filings and Other Actions. Subject to the other terms of this Agreement, Seller Parent and Buyer shall cooperate with each other and use (and shall cause their respective Controlled Affiliates to cooperate and use) their respective commercially reasonable best efforts to take or cause to be taken all reasonable actions, and to do or cause to be done all reasonable things necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all Consents necessary or advisable to be obtained from any Person, including any Governmental Authority, and to lift any injunction or other legal bar in order to consummate the Transactions. Without limiting the foregoing, to the extent not already filed prior to the date of this Agreement, each of Seller Parent and Buyer undertakes and agrees to file (or cause their respective Controlled Affiliates to file, as applicable) as soon as reasonably practicable and advisable, and in any event not later than five (5) Business Days after the date of this Agreement, a Notification and Report Form regarding the Transactions as and to the extent required by the HSR Act (the “HSR Filing”) with each of the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and to as soon as reasonably practicable and advisable submit any other filings required to be made under any Foreign Antitrust Laws. Each of Seller Parent and Buyer shall (and shall cause their respective Controlled Affiliates to) (i) respond as promptly as reasonably practicable and advisable to any inquiries received from any Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or any Foreign Antitrust Laws or enter into any agreement with any Governmental Authority to delay the Transactions, except with the prior written consent of the other Party. Buyer and Seller Parent shall (and shall cause each of their respective Controlled Affiliates to) to take all steps requested by the FTC, the Antitrust Division or other Governmental Authority to avoid or eliminate impediments under any Antitrust Law that may be asserted by a Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, and in any event prior to the Outside Date, and shall defend through litigation on the merits any Claim in respect of Antitrust Laws asserted in any court by any Governmental Authority, including appeals. Without limiting the foregoing, Buyer shall (and shall cause each of its Controlled Affiliates to) propose, negotiate and offer to commit and effect (and, if such offer is accepted, commit to and effect) by consent decree, hold separate Order, or otherwise, the sale, divestiture, licensing or other disposition of or restriction on such assets or businesses of Buyer (or such Controlled Affiliates) or of any of the Acquired Assets, terminate any existing relationships or contractual rights of Buyer or the Acquired Assets, amend or terminate any licenses or other intellectual property agreements of Buyer or the Acquired Assets, or otherwise offer to take or offer to commit to take any action and, if the offer is accepted, commit to take and take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Buyer (or such Controlled Affiliates) or any of the Acquired Assets, in each case, to the extent necessary so as to permit and cause the condition set forth in Section 10.1(b) to be satisfied as soon as reasonably practicable, and in any event prior to the Outside Date. Notwithstanding the foregoing, in no event shall Buyer or any of its Controlled Affiliates be required to take or agree to take any such action that is not conditioned on the occurrence of the Closing or that, individually or together with any other such actions, would reasonably be expected to have a Buyer Material Adverse Effect, it being understood and agreed that, for purposes of this sentence, the reference to Buyer and its Subsidiaries in clause (x) of the definition of “Buyer Material Adverse Effect” shall be deemed to include Buyer, its Subsidiaries and the Acquired Assets, taken as a whole. Each of Buyer and Seller Parent shall promptly notify the other of any written communication to that Party from a Governmental Authority or any other Person (whether or not a Governmental Authority) in connection with antitrust matters relating to the Transactions and, subject to applicable Law, and the instructions of any Governmental Authority, permit the other to review in advance any material proposed written communication to any of the foregoing.

Filings and Other Actions. Subject to the other terms proviso in the penultimate sentence of this AgreementSection 6.2(a), Seller Parent and Buyer Parent shall cooperate with each other and use (and shall cause their respective Controlled Affiliates to cooperate and use) their respective OC\1994682.10 reasonable best efforts to take or cause to be taken all reasonable actions, and to do or cause to be done all reasonable things necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all Consents necessary or advisable to be obtained from any Person, including any Governmental Authority, and to lift any injunction or other legal bar in order to consummate the Transactions. Without limiting the foregoing, each of Seller Parent and Buyer Parent undertakes and agrees to file (or cause their respective Controlled Affiliates to file, as applicable) as soon as reasonably practicable and advisable, and in any event not later than five (5) Business Days after the date of this Agreement, a Notification and Report Form regarding the Transactions as and to the extent required by the HSR Act (the “HSR Filing”) with each of the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and to as soon as reasonably practicable and advisable promptly submit any other filings required to be made under any Foreign Antitrust Laws. Each of Seller Parent and Buyer Parent shall (and shall cause their respective Controlled Affiliates to) (i) respond as promptly as reasonably practicable and advisable to any inquiries received from any Governmental Authority for additional information or documentation and to all inquiries and requests received from any Governmental Authority in connection with antitrust matters and (ii) not extend any waiting period under the HSR Act or any Foreign Antitrust Laws or enter into any agreement with any Governmental Authority to delay the Transactions, except (x) in the case of Seller Parent, with the prior written consent Consent of Buyer Parent or (y) in the other Partycase of Buyer Parent, with prior discussions with Seller Parent as described in Section 6.2(b). Buyer and Seller Parent shall (and shall cause each of their respective Controlled its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps requested by the FTC, the Antitrust Division or other Governmental Authority which it is capable of taking to avoid or eliminate impediments under any Antitrust antitrust, competition, or trade regulation Law that may be asserted by a Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, and in any event prior to the Outside Date, and shall defend through litigation on the merits any Claim in respect of Antitrust Laws asserted in any court by any Governmental Authority, including appeals. Without limiting the foregoing, Buyer Parent shall (and shall cause each of its Controlled Affiliates to) propose, negotiate and offer to commit and effect (and, and if such offer is accepted, commit to and effect) by consent decree, hold separate Order, or otherwise, the sale, divestiture, licensing or other disposition of or restriction on such assets or businesses of Buyer Parent (or such Controlled Affiliates) or of any of the Acquired Assets, terminate any existing relationships or contractual rights of Buyer or the Acquired Assets, amend or terminate any licenses or other intellectual property agreements of Buyer or the Acquired Assets, or otherwise offer to take or offer to commit to take any action and, which it is capable of taking and if the offer is accepted, take or commit to take and take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Buyer Parent (or such Controlled Affiliates) or of any of the Acquired AssetsAssets (any of the foregoing, a “Divestiture Action”), in each case, to the minimum extent necessary so as to permit and cause the condition set forth in Section 10.1(b) to be satisfied as soon as reasonably practicableby the Outside Date; provided, however, that Buyer Parent shall not be required pursuant to the terms of this Agreement to take or commit to take any Divestiture Action other than (i) with respect to any and all Overlap Products, and in any event prior to addition and not in limitation, (ii) such further Divestiture Actions as would not in the Outside Date. Notwithstanding aggregate be of greater economic significance than the foregoingvalue of the Overlap Products that are not the subject of a Divestiture Action; provided, in no event however, that this Section 6.2(a)(ii) shall not require Buyer Parent or any of its Controlled Affiliates be required to take or agree to take any such action divest Specialty Products (other than Specialty Products that is not conditioned on the occurrence of the Closing or thatare Overlap Products, individually or together with any other such actions, would reasonably be expected to have a Buyer Material Adverse Effect, it being understood and agreed that, for purposes of this sentence, the reference to Buyer and its Subsidiaries in clause (x) of the definition of “Buyer Material Adverse Effect” shall be deemed to include Buyer, its Subsidiaries and the Acquired Assets, taken as a wholeif any). Each of Buyer Parent and Seller Parent shall promptly notify the other of any written communication to that Party party from a Governmental Authority or any other Person (whether or not a Governmental Authority) in connection with antitrust matters relating to the OC\1994682.10 Transactions and, subject to applicable Law, and the instructions of any Governmental Authority, permit the other to review in advance any material proposed written communication to any of the foregoing.